EFFECTIVE March 29, 2017. THIS REVISION SUPERSEDES ALL Bonitas International RESELLER POLICIES

 

ISSUED March 29, 2017 by Bonitas International, 11110 Kinsman Road, Newbury Ohio 44065

The terms and conditions of this Reseller Policy (“Policy” ) apply to the purchase and resale of lanyards and badge reels and other products (“Products”) manufactured or distributed by Bonitas International (“Seller”) to customers who resell to ultimate consumers (“Reseller”, You”, “you”) through Brick and Mortar retail stores; Internet/ this agreement does not allow for resale on 3 party market places such as E-bay, Amazon, Facebook Marketplace, etc. and to do such would constitute a violation of said agreement.

Online Stores or Catalogues (collectively “Outlets”). This Policy does not apply to you if you are buying for your own end use. This Policy is subject to change at any time in Seller’s sole and absolute discretion. By submitting an application to become a Reseller for Bonitas International or submitting an order for Products you confirm your agreement that the then current version of this Policy shall constitute the agreement (“Agreement”) between the parties concerning your purchase and resale of Products. 

1. Products. You agree that (a) you may only purchase for resale those products (“Products”) specifically authorized by Bonitas International and/or its Licensors and that (b) both Bonitas International and its Licensors are entitled to refuse or revoke any such authorization for any reason or no reason.

2. Resale of Products. You agree to market and resell Products (a) only to retail consumers for their personal use and not to anyone who you know or suspect is purchasing the Products for resale to another customer or consumers, and (b) only from Outlets owned/operated by you which have been specifically approved in writing by Seller, and (c) not from other Outlets you might own or operate which have not been approved by Seller, and (d) not via telephone, and ( e) not via internet platforms owned and operated by third parties (e.g. on line store, third party web retailers, online catalogue or on line auction sites). 

3. Relationship of Parties. You acknowledge and agree that (a) you and Seller are completely independent parties with no relationship other than that of arms length seller and non-exclusive purchaser, (b) you do not enjoy and will not claim any rights of exclusivity as relates to the marketing and sale of the Products in any particular channel or geographic area, (c) Seller may market and sell to any third party, directly or indirectly, at any time without any obligation or liability to you; (d) you are not guaranteed or assured of any particular level of sales of the Products; (e) you are not guaranteed or assured of any particular level of promotional or marketing or advertising support from Seller; and (f) Seller may choose to suspend or cease doing business with you at any time. You further agree to refrain from creating the impression that (g) your Outlet is a Bonitas International Company store, website or catalogue (h) you enjoy exclusive or preferred status as regards the purchase and resale of Products, (i) you and Seller are affiliates, partners or joint venturers’, or (j) Seller has sponsored, authorized, approved or endorsed your business or any offer or any marketing, advertising or promotion thereof except as specifically approved by Seller in writing.

4. Use of Seller Intellectual Property. In support of the marketing and sale of the Product you may have occasion to use certain “Marks”, “Artwork” and “Works” as those terms are defined in Bonitas International IP Policy for Resellers (“IP Policy”). You agree that (a) your use of such “Marks”, “Artwork” and “Works” shall be governed by the IP Policy, a current copy of which is attached hereto and marked as Exhibit A, and (b) such policy as it may be amended from time to time in Sellers absolute discretion is expressly incorporated into this Agreement by reference (c) all rights and goodwill in the Marks, Artwork and Works are owned exclusively by Seller and/or its Licensor(s), as applicable; (d) all rights and goodwill resulting from your use of the Marks or Artwork will inure solely to the benefit of Seller and/or its Licensor(s) as applicable, (e) you shall (I) not assert any claim to the rights or goodwill in the Marks and Artwork, (ii) not to take any action that could be detrimental to the goodwill associated with the Artwork, (iii) not create, develop or use any marks or artwork during or after the term which are similar to the Marks or Artwork or Works, and (f) any breach of subsection (e) is deemed to be injurious to Seller and/or its Licensor(s), such injury is deemed irreparable, and such breach is to be enjoined without proof of monetary harm.

5. Product Presentation. You agree that you will (a) present the Products in a manner that is consistent with their position as the premier ID fashion Product the highest quality within their category (b) use commercially reasonable efforts to consistently increase the sales of Products and the value and good will of the Bonitas International and Licensor Marks and, (c)refrain from presenting Products as “Clearance” or “Closeout” items without Seller’s written approval, and (d) represent the features, warranties or performance of the Products to your customer in a manner that is consistent with information and instruction provided by Seller 

6. Pricing at Retail. Bonitas International may periodically publish guidelines for what it regards as appropriate “minimum advertised prices” accompanied by a Minimum Advertised Price Policy (“MAP Policy”). You confirm your understanding that (a) the MAP Policy is not part of this Agreement, (b) Bonitas International does not “require” you to sell at prices set forth in the MAP Policy, (c) placement of an order by you after receipt of the MAP Policy does not constitute an agreement to sell Bonitas International products at any particular price, and (d) you are free to charge you customers whatever prices you determine to be appropriate in your sole and absolute discretion.

7. Orders. You understand and agree (a) all orders (“Orders”) or amendments thereto are subject to Seller’s approval, and Seller reserves the right to refuse any Order; (b) amendments or cancellations of Orders accepted but not yet shipped by Seller must be made in writing and must be received and accepted by Seller prior to the processing of the original Order, (c) if a change or cancellation is not timely received, payment for the full amount of the Order as originally submitted shall be due, (d) any Orders that are delayed due to Product unavailability will ship as and when Products become available unless Seller receives specific written instructions to cancel the Order prior to shipping, (e) Seller has the right to require dollar or unit minimums that apply to particular orders, product lines, or products as well as time frames and the current minimum opening order is $200.00

8. Pricing to You. You understand and agree (a) Seller shall invoice all Orders at the prices in effect on the date the Order is accepted and (b) Seller is entitled to amend prices at any time in its sole and absolute discretion.

9. Credit Approval. You understand and agree that (a) Seller’s acceptance of Orders and shipment of Products pursuant thereto shall at all times be subject to Seller’s approval of your credit, (b) you shall promptly provide Seller with current and complete credit and financial information and credit references at any time Seller asks for them, (c) Seller may, at any time, obtain credit information about you from third party providers (c) Seller shall establish your credit limit in Seller’s sole and absolute discretion, and (d) at no point will your account balance be permitted to exceed your credit limit.

10. Payment Terms; Interest. You understand and agree that (a) your payment terms shall be Net 30 days from invoice date unless otherwise approved in writing by Seller, (b) a finance charge equal to the lesser of 1½% per month (18% annual rate, minimum $1.00) or the highest rate permitted by law will be assessed on all past due invoices, (c) Seller is entitled to suspend or refuse shipment on past due accounts and to cancel pending Orders on past due accounts, (d). Non-sufficient Funds (NSF) checks are subject to a $20.00 charge, and (e) you will pay all costs and expenses, including attorneys’ fees, incurred by Seller in the collection of any amounts due to Seller hereunder.

11. Security Interest. You hereby grant Seller, and Seller hereby retains, a purchase money security interest and lien on any and all of your rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection, and you consent to Seller’s use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint Seller as your agent for service of process.

12. Shipping Charges; Taxes. You agree (a) Products will be shipped via common carrier, F.O.B., Seller’s facility or third party manufacturer’s facility, (b). Seller may, in its discretion, ship C.O.D, (c) unless you provide Seller with a valid and correct tax exemption certificate, as requested by Seller from time to time, you will be responsible for sales and all other taxes associated with the Order, however designated, except for Seller’s franchise taxes and taxes on Seller’s income, and (d) you are responsible for providing any and all documents or paperwork required for shipment or related to ticketing, freight, packing slips or other relevant shipping information.

BONITAS INTERNATIONAL RESELLER POLICY
11110 Kinsman Road, Newbury Ohio 44065
Customer Service: 888-726-6533 • Fax: 650-227-2266
Email: sales@bonitasint.com

13. Title; Risk of Loss; Insurance. You agree that risk of loss for Products passes from Seller to you immediately upon shipment from Seller’s facility or third party manufacturer’s facility. You will maintain comprehensive general liability, including products liability, insurance in amounts appropriate and customary for your business. Upon Seller’s request, you will provide to Seller a certificate of such insurance (including any new or amended certificates of insurance) naming Seller as an additional insured.

14. Export. You acknowledge that the Products licensed or sold under this Agreement, and the transaction contemplated by this Agreement, are subject to the customs and export control laws and regulations of the United States and may also be subject to the customs and export laws and regulations of the country in which the Products are manufactured and/or received, and, you acknowledge that it is your sole responsibility, at your expense, to comply with and abide by those laws and regulations.

15. Seller Warranties and Disclaimers. Seller warrants that at the time of delivery its Products are free from defects in materials and workmanship. SELLER MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN SELLER’S APPLICABLE LIMITED WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP OR ACKNOWLEDGEMENT FOUND ON THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S) OR AT Bonitas International .com or BooJee Beads.com SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOUR RECOURSE IN THE CASE OF DAMAGED OR DEFECTIVE PRODUCTS IS REPAIR OR REPLACEMENT OF THE ITEM OR A REFUND. SELLER HAS NO, AND EXPRESSLY DISCLAIMS ANY AND ALL, LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, COST OF LABOR OR OTHER EXPENSES (WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL) SUFFERED OR INCURRED BY YOU OR ANY OF YOUR CUSTOMERS. THERE ARE NO WARRANTIES BY SELLER FOR NON-SELLER BRANDED PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY SELLER “AS IS.” SELLER RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY OR OTHER SERVICE IT OFFERS IN WHOLE OR IN PART IF YOU BREACH ANY OF YOUR OBLIGATIONS UNDER THIS AGREEMENT OR IF YOU FAIL TO PAY AMOUNTS DUE FOR PRODUCTS YOU PURCHASE FROM SELLER.

16. Limitation of Liability. THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCLUDING DAMAGES FOR LOST PROFITS OR BUSINESS OPPORTUNITY.

17. Damaged or Defective Products. You acknowledge that (a) you must inspect all Orders, including all packages and deliveries, from Seller upon receipt and before signing for any Order and (b) if you receive an Order that appears damaged, or contains a Product that is defective or damaged prior to shipment, you must (i) promptly notify the

shipper and (ii) notify Seller within ten days of receipt, (c) for Products proven to be defective or damaged prior to shipment Seller, in its sole and absolute discretion shall provide a same or like replacement, or issue a credit memo, and (d) unsubstantiated or untimely damage claims shall be rejected by Seller in its sole and absolute discretion.

18. Product Returns. You agree (a) all product returns related to Section 17. must be made within ten (10) days of receipt of goods, (b) must be accompanied by with a Return Authorization Number and a copy of the order invoice, and (c) must be returned in the original packaging and boxes in which they were shipped or they will be sent back to you at your expense. You further agree that you shall be responsible for shipping and handling charges for all Product returns.

19. Returns from Consumers. Consumers who wish to return Products with defects in material and workmanship should be directed to Sales@bonitasint.com so that they may make a return in accordance with procedures as established by Seller from time to time.

20. Buyer’s Representations. You warrant that (a) the information and materials you provide to Seller, including that provided in your Reseller Application, Credit Application or periodic reports are true, complete and correct, (b) the information and materials you provide to Seller do not infringe any privacy, confidentiality or intellectual property rights of others, and (c) you are not expressly or by implication prohibited or impaired from performing under this agreement by virtue of the terms and conditions of any agreement, instrument or other obligation or by virtue of commitments to other manufacturers, (d) you will handle the Products with care and not modify, abuse or misuse the Products which you sell to consumers, (f) you shall not commit any act or omission (i) that would have the effect of causing you or Seller to be in violation of any laws, decrees, rules or regulations in effect in either the United States or applicable countries or (ii) that might tend to bring you or Seller into public disrepute, contempt, scandal or ridicule, or (iii) that might tend to reflect unfavorably on you, the Products, or Seller, as determined by Seller in its sole and absolute discretion. 

21. Books, Records, Works. You agree (a) to provide access to your books and records, copies of Works and other documentation reasonably requested by Seller concerning the marketing and sale of Products, (b) to provide reports and information reasonably requested by Seller concerning sales of products, and (c) to provide access at all reasonable times to your approved locations and personnel located therein.

22. Your Indemnity. You agree that, to the fullest extent permitted by law, you will indemnify, defend and hold Seller, including Seller’s partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, harmless from and against any claim, demand, cause of action, debt, liability, expense or cost (including reasonable attorneys’ fees, expenses and court costs) arising or resulting in whole or in part from (a) the negligent or intentionally wrongful acts or omissions by you, or your employees or agents, and (b) the breach, nonperformance or improper performance of your warranty and other obligations under this Agreement.

23. Termination. You acknowledge and agree (a) this Agreement may be terminated by Seller, with or without cause, at any time effective immediately upon written notice to you, (b) any and all amounts spent by you in the performance of this Agreement shall be spent and incurred with the knowledge that this Agreement may be terminated as provided herein, and thus you shall make no claim against Seller, (c) Seller shall not be liable, with respect to your investment and expenditures incurred in anticipation of the continuance of this Agreement, and (d) you agree that upon the termination of this Agreement for any reason whatsoever all amounts owed by any party to the other hereunder will become immediately due and payable and you shall have no right to require Seller to accept any Orders or deliver any Products to you. 

24. General. You agree as follows: (a) Complete Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, superseding all prior agreements, understandings, communications, representations and negotiations with respect to such matters. (b) Modification/Waiver. This Agreement may be modified or otherwise amended, and the enforcement of any term of this Agreement may be waived only if such modification, amendment, or waiver is in a writing executed by Seller. (c) Force Majeure. Neither Party shall have any liability for any failure or delay in the performance of its obligations under this Agreement because of circumstances beyond its reasonable ability to control or avoid, including, without limitation, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures, or attacks on its server. (d) Governing Law. This Agreement shall be governed by the laws of the State of Ohio and any actions to enforce its terms must be brought in the state or federal courts having jurisdiction over Geauga County, Ohio. (e) Severability. In the event that any clause or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect the validity of any other provision of this Agreement. (f) Construction. The rule of construction to the effect that a writing be construed against its drafter, shall not apply to this Agreement. The Parties acknowledge having had the opportunity to read and review this Agreement and to obtain the advice of counsel with respect to the terms and conditions hereof. (g) Counterparts. This Agreement may be executed in any number of counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Facsimile signatures and electronically transmitted signatures in a fixed and un-modifiable format (e.g., a content protected PDF) shall have the same effect as their originals. (h) Notices. All notices and other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been given if mailed by registered or certified mail, all charges prepaid, return receipt requested, or transmitted by facsimile, electronic mail or overnight delivery with printed confirmation of receipt, to the appropriate party at the business addresses set forth in the applicable Order. 

BONITAS INTERNATIONAL RESELLER POLICY
11110 Kinsman Road, Newbury Ohio 44065
Customer Service: 888-726-6533 • Fax: 650-227-2266
Email: sales@bonitasint.com

 

Reseller Policy Exhibit A

 

EFFECTIVE March 29, 2017 THIS REVISION SUPERSEDES ALL PRIOR IP POLICIES FOR RESELLERS.

ISSUED March 29, 2017 by Bonitas International 11110 Kinsman Road, Newbury Ohio 44065.

The terms and conditions contained in this IP Policy apply to the use by customers (“Reseller” or “Y(y)ou”) of Bonitas International (“Seller”) who are developing or using certain Marks, Artwork, and Works (defined below and collectively referred to as “Intellectual Property” or “IP”) in support of the sale or marketing of ID Products and Accessories (“Products”) manufactured or distributed by Seller. When you accept and use any such Intellectual Property from Seller, you confirm your agreement to abide by the terms of this policy.

Use of Intellectual Property. You understand and agree that (a) the Intellectual Property and all images of it (including those displayed on www.BooJeeBeads.com) are and shall remain the property of Seller and/or its Licensors as applicable, (b) you may not publish, display or use them on any media, (including without limitation the internet or any other electronic media, or signs, advertising materials, displays, stationery, forms etc.) without the prior written approval of Seller which approval may be withheld by Seller in its sole and absolute discretion, (c) you must reproduce any images of Intellectual Property in a clean and attractive manner consistent with instructions and guidelines provided by Seller, (d) you will only use the IP in a form and in the media which you have described to Seller prior to obtaining approval, (e) Seller may revoke any prior approval in its absolute discretion, and (f) you shall remove any images for which a prior approval has been revoked. 

Marks. Seller has the right to use, and provide to you for your use, in the support of the sale of Products certain intellectual property and intellectual property rights, including, but not limited to, trade names, trademarks, trade dress, service marks, patterns, products, product images, logos, images, designs, forms, slogans, symbols, signs, copyrights, trade secrets, photographs, text from www.bonitasinternational.com, www.boinitaswholesale.com or www.boojeebeads.com, other visual renderings or depictions and other intellectual property owned by Seller (“Bonitas International Marks”) or its Licensor(s) (“Licensed Marks”) hereinafter referred to collectively as the “Marks”. You acknowledge and agree that (a) nothing in this Agreement shall be construed to convey any rights or proprietary interest in the Marks to you; (b) the Marks may be used by you only in a manner expressly authorized in advance in writing by Seller, and their presentation may not deviate from that approved or provided by Seller;(c) the Marks may be used only for the purpose of selling Products to retail consumers from and at Approved Locations; (d) you may use the “Bonitas International or BooJee” name and Licensor names only for the purpose of accurately identifying the Products you market and/or sell under this Agreement and only as authorized in advance by Bonitas International and Licensor(s) as applicable; (e) the Marks may not be used, directly or indirectly, as part of a corporate or business name or website address, or in any manner that implies that you are the owner or licensor of any of the Marks; (f) you will change or correct, at your own expense, any material or activity that Seller, in Seller’s sole and absolute discretion, determines is inaccurate, objectionable or misleading or a misuse of the Marks; and (g) Seller may at any time revoke and/or terminate immediately your right to use the Marks and prohibit you from utilizing the Marks in Seller’s sole and absolute discretion, with or without cause, upon notice. 

Artwork. Seller may in its discretion periodically provide to you certain artwork (e.g. trade dress, trade names, trademarks, copy, text, graphics, designs, drawings, photos, logos, ), (“Artwork”) for use in the marketing, promotion and sale of the Products which may contain or incorporate Marks owned by Seller or its Licensor(s). You agree to submit a release or approval form if required to do so by Seller or a Licensor in order to obtain such Artwork; but even if such a document is not required, you acknowledge that by accepting any such Artwork you agree (a) to use Artwork solely for legitimate business purposes and specifically for use only with Bonitas International products; (b) to keep all Artwork in secure locations granting access only to those specifically authorized by Seller to access; (c) to submit for written approval samples of any advertising or marketing materials (including web based executions) incorporating the Artwork; (d) to only release those executions containing Artwork which have been approved by Seller in writing; and,(e) to refrain from copying such Artwork and to destroy all Artwork images immediately following specific request from Seller and send written confirmation of such to Seller. 

Works. You may, subject to Seller’s review and approval, prepare and publish certain works (“Work(s)”) which are intended for incorporation into Seller’s Products, or into materials to support the sale and marketing of Seller’s products including, without limitation designs, drawings, illustrations, photographs, prototypes, writings, concepts, slogans and similar works. The Parties agree (a) Works may not be published except as specifically approved and authorized by Seller (b) the worldwide copyright, trademark, patent and all other rights in and to the Works, including its component parts and all preliminary versions and/or drafts of same, shall belong completely and in all respects to Company and the Seller shall retain no rights in and to the same; (c) the Works shall be considered and deemed a “work made for hire”, as that term is defined by U.S. law, for the benefit and exclusive ownership of Seller to the fullest extent permitted by law; (d) if said Works, in whole or in part, shall not be legally qualified for any reason as a “work made for hire”, you shall assign, and hereby assign, to Seller all of your rights, title and interest throughout the world, including all copyrights, trademarks and associated good will in and to the Work; (e) such assignment shall include the irrevocable and exclusive rights for the worldwide reproduction, distribution, transmission, adaptation, public display and public performance of the Work, in whole or in part, in any form or format now known or yet to be discovered.; and (f) you waive any moral rights or similar provisions of law that may be applicable to the Work, including without limitation, the rights of Attribution and Integrity as provided by U.S. copyright law, and any rights under droit moral, droit de suite, the Lanham Act and/or the law of unfair competition. Ownership of Intellectual Property. You acknowledge and agree that (a) all rights and goodwill in the Intellectual Property are owned exclusively by Seller and/or its Licensor(s), as applicable; (b) all rights and goodwill resulting from your use of the Intellectual Property will inure solely to the benefit of Seller and/or its Licensor(s) as applicable; (c) you shall (i) not assert any claim to the rights or goodwill in the Intellectual Property, (ii) not to take any action that could be detrimental to the goodwill associated with the Intellectual Property, (iii) not create, develop or use any marks, artwork or works during or after the term which are similar to the Intellectual Property and (d) any breach of this IP Policy is deemed to be injurious to Seller and/or its Licensor(s), such injury is deemed irreparable, and such breach is to be enjoined without proof.