Section 10 — Payment Terms
All payments must be made in full prior to shipment unless otherwise approved in writing by the Company. Accepted payment methods include wire transfer, ACH, or certified funds. Credit terms are not extended unless explicitly agreed upon in writing.
Section 11 — Conflict of Interest
The Dealer agrees not to sell or promote competing products without prior written approval from the Company. The Dealer must disclose any existing product lines upon request and notify the Company of any additions that may create a conflict of interest.
Section 12 — Indemnification
The Dealer agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from the Dealer’s actions, including improper use, servicing, or negligence. The Company agrees to indemnify the Dealer for claims arising directly from verified product defects.
Section 13 — Termination
The Company may terminate this Agreement if the Dealer breaches any terms, fails to meet performance expectations, or engages in conduct deemed harmful to the Company or its brand. Termination may occur with thirty days written notice or immediately in the case of a material breach.
Section 14 — Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach thereof, shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute is not resolved within thirty days, it shall be finally resolved by binding arbitration administered by a mutually agreed arbitration provider or, if no agreement is reached, by the American Arbitration Association under its commercial arbitration rules. The arbitration shall take place in the State of California before a single arbitrator and shall be conducted in English. The arbitrator shall have the authority to grant any remedy available under applicable law, including injunctive relief. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own legal fees and costs unless otherwise determined by the arbitrator. All arbitration proceedings and outcomes shall remain confidential except as required by law.
Section 15 — Confidentiality
The Dealer agrees not to disclose any confidential or proprietary information related to pricing, operations, or business practices of the Company. The Dealer shall not replicate, reverse engineer, or attempt to duplicate any products or systems.
Section 16 — Limitation of Liability
The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits or business interruption, arising from the use or sale of the products.
Section 17 — Agreement Acknowledgement
The Dealer confirms that all information provided is accurate and that they have read, understood, and agreed to all terms of this Agreement.