DEL SOL RETAILER TERMS AND CONDITIONS

Retailer wishes to purchase the Products from Del Sol and resell the Products to End Users, and Del Sol wishes to sell the Products to Retailer and appoint Retailer as a non-exclusive reseller, in each case, under the terms and conditions of this Agreement.

1.       Non-Exclusive Appointment. Del Sol hereby appoints Retailer, and Retailer accepts the appointment, to act as a non-exclusive reseller of Products to End Users at the Locations during the Term (as defined below) and the Post-Term Sale Period (as defined below) solely in accordance with the terms and conditions of this Agreement.

2.       Retailer Obligations. Retailer shall:

a.       maintain accurate and up-to-date company information and disclose all retail locations that carry Del Sol throughout the term of your reseller relationship with Del Sol. Reseller may only sell to their end consumers. Qualifying retail locations can only be one of the following: your physical brick and mortar store(s), your commerce-enabled website(s) as listed and approved by Del Sol, or any temporary storefronts (events, trade shows, pop up stores, etc.) as approved by Del Sol.

b.       not sell or offer to sell any of the Products on the Internet or through any other means or at any other location other than the Locations without the prior written approval of Del Sol;

c.       observe all reasonable directions and instructions given to it by Del Sol in relation to the Products;

d.       promptly notify Del Sol of and address and investigate any complaint or adverse claim about any Product or its use of which Retailer becomes aware;

e.       maintain true and accurate records of all Products in its possession and provide representatives of Del Sol access to such records during normal business hours to review and make copies;

f.        at all times comply with all Laws;

g.       not make any representations, warranties, guarantees, indemnities, similar claims, or other commitments (i) actually or ostensibly on behalf of Del Sol or (ii) to any End User regarding the Products that are additional to or inconsistent with the terms and conditions in this Agreement or any documentation provided by Del Sol to Retailer;

h.       not engage in any unfair, competitive, misleading, or deceptive practices respecting Del Sol, Del Sol's Trademarks, or the Products;

i.         not sell or offer to sell any of the Products or other Del Sol-branded products, other than the Products purchased by Retailer from Del Sol or from a distributor authorized by Del Sol to sell the same to Retailer;

j.         not service, repair, modify, alter, replace, reverse engineer or otherwise change any of the Products;

k.       not advertise, market, display or demonstrate non-Del Sol products together with Del Sol products in a manner that would create the impression that the non-Del Sol products are made by, endorsed by or associated with Del Sol.

l.         not use Del Sol's proprietary Sunstation displays to advertise, market, display or demonstrate non-Del Sol Products.

m.     not sell or offer to sell any Product at a price below the price for such Product then set forth at www.DelSol.com without the prior written approval of Del Sol.

3.       MAP Policy. RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE (E.G., EBAY, AMAZON MARKETPLACE OR LIKE WEBSITES), EXCEPT AS MAY BE EXPRESSLY CONSENTED TO BY DEL SOL IN WRITING AND IN ADVANCE, AND IT BEING UNDERSTOOD THAT DEL SOL MAY WITHDRAW ITS CONSENT AT ANY TIME. Del Sol is focused on maintaining high margins for our Authorized Resellers network.  In recognition of the investment in time and resources required for our high-quality Authorized Resellers to provide the level of customer service and product knowledge expected from our customers, Del Sol is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products.  Del Sol has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of Del Sol products. All Del Sol Authorized Resellers must agree to the terms and conditions of the following MAP Policy.

a.       Del Sol's MAP Policy Guidelines. MAP pricing for all Del Sol products can be found on your current price list. All advertised prices must be at or above MAP for all Del Sol products if a MAP price has been established by Del Sol. Resellers are not required to list prices in advertising.  If a price is listed in an advertisement it must be at or above MAP. Other statements such as “call for price” or “call for quote” are acceptable and permitted. Resellers are also responsible for ensuring their Del Sol Mount pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. Del Sol's MAP policy for all Del Sol products apply to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons. From time to time, Del Sol may permit resellers to advertise MAP Products at prices lower than the MAP price. In such events, Del Sol reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

b.       Pricing Statements. Del Sol's MAP Policy does allow resellers to omit pricing entirely from advertisements and/or advertisement statements such as “Call for Price” or “Call for Quote.”

c.       Free Offers Associated with Del Sol Product. Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAP.

d.       All Del Sol Products Price Matching Policies. Price matching policies are acceptable.  Price matching cannot be used as a valid reason for violations of Del Sol's MAP Policy. Advertised price must always be at MAP or higher.

e.       Failure to Comply with the MAP Policy. At the sole discretion of Del Sol, failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all Del Sol products both direct as well as through distribution. 

f.        Del Sol will utilize the following steps to resolve MAP violations:

                                                               i.      Any and all dealers selling Del Sol products which have not signed a Del Sol MAP Policy as included in the Del Sol Retail Terms and Conditions agreement are classified as Unauthorized Resellers.

                                                             ii.      Distributors of Del Sol are required to provide a signed Del Sol Retail Terms and Conditions, inclusive of the Del Sol MAP agreement, from any dealer selling Del Sol products. Unauthorized dealers should not be sold to or provided a feed from any distributor whatsoever.

g.       Violations. Violations from Authorized Resellers will need to be corrected within 24 hours of notification.

                                                               i.      First Violation:  Authorized Reseller’s account will be put on hold temporarily and a written warning will be provided.  MAP violations must be corrected within 24 hours. Upon correction and following 30 days of compliance, violation will then be cleared.

                                                             ii.      Second Violation:  Authorized Reseller’s account will be put on hold for 30 days.

                                                           iii.      Third Violation:  Authorized Reseller’s account will be put on hold for 180 days. After this duration, Del Sol will review and determine if account is to be reinstated.  

                                                           iv.      Fourth Violation:  Should Del Sol decide to reinstate an Authorized Reseller who has previously demonstrated a third violation, yet violates a fourth time, the account will be unauthorized indefinitely.

4.       Term. The term of this Agreement commences on the Effective Date and shall continue until terminated until either party provides written notice of termination to the other party (the “Term”).  The termination of this Agreement automatically operates as a cancellation of any deliveries of Products to Retailer that are scheduled to be made after the effective date of termination, whether or not any orders for the Products had been accepted by Del Sol. Upon the termination of this Agreement, Retailer shall promptly (a) cease to represent itself as Del Sol's authorized reseller of the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Retailer is authorized by Del Sol to sell the Products; (b) return to Del Sol or destroy (as requested by Del Sol) all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Del Sol's Confidential Information; (c) permanently erase all of Del Sol's Confidential Information from its computer systems. Retailer may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories of Products for a period of 60 days following the last day of the Term (the “Post-Term Sale Period”)

5.       Purchase Order. Retailer shall order Products from Del Sol pursuant to Purchase Orders delivered to Del Sol, and Del Sol shall accept or reject each Purchase Order by notice to Retailer.  Del Sol shall not be bound by any Purchase Order Terms (as defined below) until Del Sol has delivered notice to Retailer of Del Sol's acceptance. Retailer shall specify the following information (collectively, the “Purchase Order Terms”) in each Purchase Order: (a) a list of Products to be purchased; (b) quantities ordered; (c) requested delivery date; and (d) Delivery Location.  Del Sol may accept or reject any Purchase Order. Del Sol may accept any Purchase Order by either confirming the order (whether by written confirmation, invoice, or otherwise) or by delivering the Products.  No Purchase Order is binding on Del Sol unless accepted by Del Sol as provided in this Agreement.  Del Sol may, without liability or penalty, cancel any Purchase Order placed by Retailer and accepted by Supplier, in whole or in part, if Del Sol (i) discontinues its sale of Products or reduces or allocates its inventory of Products, or (ii) determines that Retailer is in breach of this Agreement.

6.       Shipment; Delivery. Del Sol shall select the method of shipment of and the carrier for the Products. Del Sol may, without liability or penalty, make partial shipments of Products to Retailer. Del Sol shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date, but any time quoted for delivery is an estimate only.

7.       Confidential Information. Retailer shall not disclose Confidential Information to third parties without Del Sol's prior approval; however, Retailer may disclose Confidential Information to its third party professional advisors that are acting solely for Retailer or Retailer’s affiliates’ benefit and that have a need to know such information in order to provide advice or services to Retailer, provided that such advisors agree to not disclose the Confidential Information to any third party without Del Sol's prior consent.  If Retailer is compelled to produce Confidential Information by Law, Retailer shall give the Disclosing Party prompt notice of such legal process and shall reasonably cooperate with the Disclosing Party in seeking a protective order or other appropriate protection.  If a protective order or other appropriate protection is not obtained, or if the Disclosing Party waives its right to seek a protective order or other appropriate protection, Retailer shall (a) furnish only that portion of the Confidential Information that, upon the advice of legal counsel, it is legally required to disclose, and (b) exercise reasonable efforts to obtain assurance that confidential treatment shall be afforded such Confidential Information.

8.       Product Warranty. Del Sol shall make certain limited warranties regarding any Products that are manufactured by Del Sol (“Limited Warranties”) solely to and for the End User’s benefit, which will either be (a) included in a written warranty statement with the Product; or (b) Del Sol's standard limited warranty in force when the Product is delivered by Retailer to End User.  NO WARRANTY IS EXTENDED TO RETAILER UNDER THIS AGREEMENT. RETAILER SHALL NOT PROVIDE ANY WARRANTY REGARDING ANY PRODUCT OTHER THAN THE LIMITED WARRANTIES AND ANY WARRANTIES ASSIGNED TO END USERS PURSUANT TO THIS SECTION 6.  OTHER THAN THE LIMITED WARRANTIES, DEL SOL MAKES NO WARRANTIES HEREUNDER WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED; ALL WARRANTIES, INCLUDING THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE HEREBY DISCLAIMED. AN END USER’S SOLE REMEDIES AND DEL SOL'S SOLE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS SHALL BE AS SET FORTH IN THE LIMITED WARRANTIES OR THE MANUFACTURER’S WARRANTIES, AS APPLICABLE.

9.       Product Returns. No returns will be allowed unless authorized in advance in writing by Del Sol and accompanied by a return merchandise authorization number (RMA) issued by Del Sol. Shipments arriving at Del Sol without an RMA number will be refused and returned to Retailer at Retailer’s cost. A material return authorization number will be issued for defective materials, warranty credit, shipping errors or repairs. Returns will not be accepted for any other reason. Del Sol does not reimburse or give credit for return freight incurred by Retailer. All returns from Retailer will be subject to a restocking fee equal to 15% of the cost invoiced by Del Sol for the returned Product. All returns must be completed within 90 days of purchase.

10.   Recalls. If Del Sol or any governmental authority determines that any Products sold to Retailer are defective and a recall campaign is necessary, (a) Retailer shall return the defective Products to Del Sol or destroy such Products, as instructed by Del Sol, and (b) if such defect is due to a breach of a Limited Warranty, Del Sol shall, (i) at Del Sol's option, either repair or replace, or credit or refund Prices for, all such returned Products and (ii) reimburse Retailer for reasonable and documented costs incurred by Retailer to return or destroy the defective Products.  Retailer shall provide reasonable assistance to Del Sol in such recall.

11.   Indemnity and Insurance. Retailer shall indemnify and save harmless Del Sol against and from all costs, claims, damages, expenses, demands, causes of action and proceedings of whatsoever nature arising from or contributed to by (i) any breach, act or omission by the Vendor, its personnel or agents, which results in any liability of Del Sol under any part of the Services performed under this Agreement or to any third party; and (ii) any claim, damage, loss or expense due to or resulting from any negligence or negligent breach of statutory duty on the part of the Retailer, its personnel or agents.