1. These are the terms and conditions applicable to the Genuine Sources Value Add Authorized Reseller Program. Genuine
Sources will notify you of your account number if your Reseller application is accepted and you are qualified as a Genuine Sources
Reseller. As an authorized reseller, Reseller will have the non-exclusive right to sell such products as Genuine Sources authorizes
for resale from time to time. Reseller shall provide to Genuine Sources such reports as may be requested by Genuine Sources
from time to time.
2. Reseller must use commercially reasonable efforts to sell Genuine Sources products. To qualify for Genuine Sources
reseller program as described herein, a Reseller must modify, such as customize and/or repackage, Genuine Sources product so
as to add value to the Genuine Sources product before reselling it.
3. Reseller will display Genuine Sources logo within business location and/or on Web site where Genuine Sources products
or graphics are displayed.
4. Reseller will inform Genuine Sources of any needed account changes.
5. Reseller will pay for all products at the prices established by Genuine Sources, and in effect at the time of shipment.
Shipping and handling charges will be added to the invoice. Genuine Sources reserves the right to adjust prices from time to time
in its sole discretion.
6. Reseller will place orders totaling at least AU$8000.oo each calendar year. This does not include shipping charges or
taxes and is after applicable Reseller discount. Failure to do so will result in termination of this agreement. Terminated Reseller
may reapply only with qualifying $3500 order.
7. Generally Reseller payment will be made by direct bank deposit, cash or cheques at the time of the order. If Reseller
wishes to purchase on credit, Reseller must complete, sign and submit to Genuine Sources a credit application. Based upon the
application, Genuine Sources reserves the right to establish a credit limit and to limit Reseller purchases to that credit limit. All
invoices must be paid within thirty (30) days from the date of the invoice. Past due invoices will bear interest at the highest rate
permitted by law. In the event collection activities are undertaken by Genuine Sources due to an unpaid account, Reseller will
pay or reimburse Genuine Sources for all costs of the collection, including reasonable attorney fees. Genuine Sources reserves the
right to charge different prices for credit sales than cash sales.
8. All products will be shipped to Reseller's address listed on the application. Genuine Sources will not ship products ordered
by Reseller directly to Reseller's customers.
9. Either party may terminate this Agreement without cause, upon thirty (30) days written notice to the other party.
Genuine Sources reserves the right to decline orders from Resellers who (a) are in violation of these terms and conditions, (b) are
in violation of company policies and procedures with respect to the Reseller Program, (c) have past due accounts or (d) are in
excess of their credit limit.
10. Genuine Sources warrants to Reseller that: (a) the products sold hereunder conform to Genuine Sources specifications
for such products as set forth in any catalogs distributed by Genuine Sources to Reseller; and, (b) the product sold will not
infringe upon any copyright, trademark or intellectual property rights of any third party. In the event of a breach of any of the
foregoing warranties, Genuine Sources may, at its option, replace any non-conforming or infringing product with non-offending
product or provide Reseller with a refund for any offending product. THIS REPLACEMENT OR REFUND SHALL BE THE RESELLER'S
SOLE AND EXCLUSIVE REMEDY.
11. THE FOREGOING ARE THE ONLY WARRANTIES MADE BY GENUINE SOURCES AND NICOTAR LESS™ SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE-MENTIONED REMEDIES ARE THE SOLE AND
EXCLUSIVE REMEDIES OF RESELLER. IN NO EVENT WILL GENUINE SOURCES BE LIABLE TO RESELLER FOR LOST PROFITS,
LOST REVENUES, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF GENUINE SOURCES HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GENUINE SOURCES NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE PRODUCTS.
12. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the
other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any
obligation or liability of, or to otherwise bind, the other party. Each party shall bear its own costs and expenses in performing this
Agreement.
13. Genuine Sources may from time to time provide discounts, samples, sales assistance and such other sales promotion
items (collectively the "Sales Promotions") on such terms and conditions as Genuine Sources determines to be appropriate.
Genuine Sources reserves the right, in its sole discretion, to amend, modify or eliminate any Sales Promotions and shall provide
notice thereof to Reseller. Such notice may be given by mail, e-mail, facsimile transmission or by posting on Genuine Sources Web
site at www.genuinesources.com.au
14. Reseller acknowledges that Genuine Sources is the owner of the trademark name NicoTar Less™ and of the designs
images contained in the products. Reseller will take no action inconsistent with Genuine Sources ownership. Genuine Sources
trademark Nicotar Less™, designs and images are protected by applicable trademark and copyright statutes and may not be used,
recreated, or reproduced without the express written consent of Genuine Sources. Any use of the Genuine Sources trademarks or
images by Reseller must be consistent with the policies, rules and regulations communicated to Reseller by Genuine Sources from
time to time. Upon termination of this agreement Reseller shall cease all use of Genuine Sources trademarks, designs and images.