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Dealer Conditions Of Acceptance

Dealer Conditions Of Acceptance

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UNILOCK DEALER CONDITIONS OF ACCEPTANCE
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The DEALER agrees:
- To service targeted sales goals
- To inventory an adequate and representative stock of Unilock pavers and retaining wall systems, including Unilock EnduraColor products
- To abide by Unilock* standard credit policies; net 30 days from date of invoice, past due 1.5% per month
- To abide by the Co-op Advertising Program
- To abide by the Trademark & Copyright Agreement
- Termination of agreement will result in pricing priviledges being revoked and Unilock will not be responsible for current inventory levels, returns or exchanges as a result thereof
- It is the responsibility of the Unilock Authorized Dealer to manage day to day inventory and inventory levels
I have read and agree to ablde by the terms and conditions set out above.
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TERMS & CONDITIONS OF SALE
1. All orders are accepted and subject to prevailing taxes, and subject to the cost of cartage applying at the time of shipment.
2. The acceptance by the seller of an order shall constitute a binding contract of purchase and sale in accordance with the terms set out in this agreement.
3. These terms and conditions, together with the purchase order, form the complete contract and there are no representations, warranties or conditions expressed or implied affecting this contract other than as contained herein.
4. All sales are made in accordance with the seller’s samples that the purchaser has seen and approved. No guarantee of exact colour shades is made.
5. “F.O.B. JOB SITE” means “DELIVERED TO CURB LINE”.
6. Use of any delivered materials by or on behalf of the purchaser shall be deemed to constitute acceptance of the materials by the purchaser.
7. Excessive defective material delivered to the purchaser will be replaced free of charge if a claim is made within five days of delivery. Free replacement will be the extent of the seller’s warranty. Any such claims will not constitute a reason for delaying payment.
8. Unsuitable or unsatisfactory material must be available for inspection by the seller to entitle the purchaser to an adjustment or credit.
9. No material may be returned for credit without the consent of the seller. Where the seller agrees to accept the return of the goods, these goods are subject to freight charges and 20% of their value restocking charge. All goods must be returned in their original packaging.
  - *“Custom orders” will not be accepted for return.
10. Seller does not accept responsibility of delays in deliveries due to fire, flood, strikes, or any other conditions or contingencies beyond its control.
11. The purchaser is responsible for installation of the material on the job site and the seller has no responsibility in this regard.
12. Interest will be charged on overdue accounts at 1.5% per month calculated monthly on the balance owing at the beginning of the period. When in default of payment of any part of any money due under this account, the whole remaining unpaid amount shall, at the option of the seller, immediately become due and payable.
13. Title and ownership of the goods shall not pass to the purchaser until the entire amount owing, including interest, is paid in full.
14. In case of default by the purchaser, the seller may at any time without notice enter upon the premises where the goods are located, take possession of, and remove them.
15. All “custom orders” must be delivered or picked up within 30 days of their production.
16. Excessive delays incurred on the delivery will be billed to the purchaser at $90.00 per hour. Excessive delay is defined as “MORE THAN ONE HOUR”.
17. All prices are F.O.B. plant of production.
18. Placing charges for DuraHold®, DuraHold2® and SienaStone® products are billed at $90.00 per hour, plus applicable taxes.
19. Minimum delivery charge for 7 bundles or less is $169.00; Zone 1-5, plus fuel surcharge, if applicable. Delivery lead time within these zones is 48 hours. For all other zones, please contact Unilock for shipping rates, schedules, lead time, fuel surcharge and minimum quantities.
20. Refundable shipping skid charge is $25.00 each. Skid(s) returned back to Unilock from the buyer will receive a full credit of $25.00
  - a. per acceptable skid. If Unilock is requested to pick up skids, minimum freight charges will apply for the zone, regardless if a delivery was being done. Skid credits will not be issued until skids are sorted and verified, as acceptable by Unilock.
21. Configurations may vary from time to time due to mold design changes.
22. A sectioning charge of $7.00 is applied to all items where bundles are split.
23. **Custom orders** refer to non-standard inventoried items. Deposits representing up to 100% of the order value with a minimum of
  - 20% may be required. Minimum quantities apply on custom orders. Purchase orders will be required for custom materials. Full amount of purchase order will be invoiced. The purchaser is responsible for purchasing the full amount indicated on the purchase order.
24. All prices are plus delivery, plus fuel surcharge, plus skids if applicable, plus applicable taxes. Confirm prices at the time of ordering as they are subject to change without notice.
25. Tandem truck requests are subject to a $150.00 charge per load.
26. Transfer charges are subject to a $0.20/ sq.ft. charge on the 7th or more bundles being transferred, per week. Any product that has been transferred is subject to transfer charges, should the transferred product not be required any longer. Regardless of the
  - number of bundles.
27. Engineering services are available; please contact your local Unilock representative to confirm charges and policies.
  - Definitions: Sq. ft. refers to horizontal coverage. Fc. ft. refers to vertical coverage. Dbl. Unit refers to wall unit “as manufactured”. Unit refers to “as manufactured”. Pc. refers to a “pre split unit”.
**Please initial you have read and agree with above terms and conditions.*
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UNILOCK® TRADEMARK LICENSE AND USE AGREEMENT
THIS TRADEMARK LICENSE & USE AGREEMENT (“Agreement”) is made as of the Effective Date between the User named above and Hengestone Holdings, Inc. (“Unilock”), with an office address of 401 The West Mall, Suite 610, Toronto, Ontario M9C 5J5.

RECITALS:

A. Unilock is the owner, authorized user or licensed user of the trademarks listed on Schedule “A” (“Trademarks”) and all goodwill relating thereto;

B. User is a customer of the Unilock Group of Companies, which include Unilock Ltd., Unilock® Inc., Unilock Chicago, Inc., Unilock Michigan, Inc., Unilock Ohio, Inc., Unilock New York, Inc. and Hengestone Holdings, Inc. (“Unilock® Group”);

C. User recognizes that Unilock is the owner, authorized user or licensed user of the Trademarks and all goodwill relating thereto and the User wishes to refer to the Trademarks in materials directed at potential purchasers of the hardscaping products of the Unilock Group of Companies (the “Products”), and Unilock wishes to authorize the User to use the Trademarks in association with the Products upon the terms and conditions herein et forth, but not otherwise;

NOW THEREFORE in consideration of the respective covenants and agreements contained herein, and other good and valuable consideration (the receipt and sufficiency of which is acknowledged) the parties agree as follows:

1. Previous Trademark Licensing Agreement Superseded. The parties agree that any and all previous trademark licensing agreements between User and Unilock or the Unilock Group are superseded and replaced by this Agreement as of the Effective Date.

2. Grant of Non Exclusive License. Subject as hereinafter provided, Unilock grants to the User a non exclusive, non-transferable license to use the Trademarks in accordance with the provisions of, and during the term of, this Agreement for the purposes of promoting the Products in the course of the User’s normal business activities and for no other purpose.

3. Permitted Use. User agrees that this Agreement limits the ways that the User can use the Trademarks. In particular, Unilock permits the use of the Trademarks only in association with the specific types of use listed in Schedule “B” as permitted for the User’s Status, as indicated above (“Permitted Use”). The User undertakes not to use the Trademarks in any way which is not a Permitted Use.

4. Reproduction and Use of Trademarks: When using the Trademarks:

(a) User may use artwork, signs, banners, text, audio, video, photographic, electronic or other media or promotional material (“Promotional Materials”) supplied by Unilock Group immediately after receipt, subject to the requirements of this Agreement and any specific direction provided by Unilock Group with regard to any Promotional Materials;

(b) All other Promotional Materials containing representations of any Trademark which the User intends to use shall be submitted to Unilock for prior written approval of content, design, color and other details; no Promotional Materials containing any Trademark shall be distributed or displayed by the User or on behalf of the User without the prior written approval of Unilock.

(c) User shall comply with all requirements listed in Schedule “C”;

5. No Misleading Use. User shall use the Trademarks and Promotional Materials featuring them only in association with the advertising, promotion, sale, and distribution of authorized and genuine Unilock Group Products. User shall not do anything to impair the image or reputation of Unilock Group or the Products in any way. User shall not use the Trademarks or any Promotional Materials to promote any merchandise which are not authorized and genuine Unilock Group Products, or to promote any manufacturer of hardscape products other than Unilock Group. User shall not modify or vary the Trademarks nor use any other trademark which is similar to or substantially similar to or so nearly resembles any Trademark so as to be likely to cause deception or confusion to the public.

6. Acknowledgment of Unilock Ownership. With respect to the use of the Trademark the User agrees as follows:

(a) The User recognizes that Unilock is the owner of the Trademarks and all the goodwill therein and agrees that the same shall remain vested in Unilock both during the term of this Agreement and thereafter and that the use of all Trademarks by the User shall be on behalf and for the benefit of Unilock. The User agrees not to challenge the validity or ownership of any Trademark and/or the goodwill therein or that the use of the Trademarks by the User is used on behalf and for the benefit of Unilock®; and

(b) Any goodwill which the User may acquire from the use of the Trademarks shall vest in and become the absolute property of Unilock and the User undertakes and agrees at the request and expense of Unilock, whether before or after the termination of this Agreement, to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in Unilock the said goodwill.

7. Term of Agreement. This Agreement shall come into effect on the Effective Date and shall continue in full force and effect until it is terminated as described in Section 8 below.

8. Termination. This Agreement may be terminated in any of the following ways:

(a) This Agreement shall terminate with immediate effect if the User’s customer account with Unilock is closed or terminated for any reason;

(b) Unilock may terminate this Agreement by written notice to User if User does not comply with any requirement of this agreement, and User fails to rectify the non-compliance within 30 days after Unilock sends a written notice of non-compliance to the User;

(c) Unilock may terminate this by written notice with agreement with immediate effect if:

(i) User becomes bankrupt or insolvent, a petition in bankruptcy is filed against User, User makes an assignment for the general benefit of creditors, or proceedings of any type are instituted in any jurisdiction in respect of the alleged insolvency or bankruptcy of User;

(ii) any formal or informal proceeding for the dissolution, liquidation, or winding up of User is instituted or any act undertaken for the winding up of User;

(iii) User ceases or threatens to cease to carry on its business, or makes or agrees to make a bulk sale of its assets; or

(iv) a receiver, manager or trustee is appointed in respect of User or its assets;

(d) Unilock may terminate this Agreement for any reason in its sole discretion upon 60 days notice in writing to User.

9. Obligations after Termination. Upon termination of this Agreement for any reason, User agrees to immediately discontinue all use of the Trademarks and any terms confusingly similar thereto, and all use of any artwork, text, audio, video, photographic, electronic or other media or promotional material provided by Unilock Group. User shall immediately remove all Unilock® marks, names, artwork and text from all of its corporate records and materials, including deleting from all websites and uses in other Internet and electronic media, to destroy all printed materials and electronic media that bear any Trademark or Media, and shall immediately send to Unilock all printed materials, promotional items and other hard goods provided by Unilock. User shall not at any time after termination use any Trademark or any other trading style, trade name or trademark similar or substantially similar to or which closely resembles any Trademark so as to cause deception or confusion to the public.

10. Sections to Survive Termination. The provisions set out in Sections 5, 6, 9 10, 11, 14 and 15 shall survive the termination of this Agreement.

11. Injunctive Relief. Unilock shall be entitled to an injunction to restrain the User from engaging in any activities which constitute a breach of any of the provisions of this Agreement, without limiting any other legal or equitable remedies available to Unilock.

12. Amendment and Modification of this Agreement. Unilock may amend any Schedule to this Agreement by providing a dated revised copy of the Schedule to the User. The revised Schedule will take effect 30 days after the day it is sent to the User by Unilock. In addition, any new trademark adopted or used by the Unilock Group, or for which any application for registration is filed, shall be deemed to be included in Schedule “A” and to be a Trademark to which this Agreement applies.

13. Status Change. If Unilock Group, in its sole discretion, changes User’s Status from “Authorized Dealer” to “Dealer”, Unilock shall provide notice of the Status change to User, and User agrees to restrict its use of the Trademarks to the Permitted Use allowed for the Status of “Dealer”, within 15 days of Unilock sending the notice.

14. Infringement of Trademarks. In the event that the User learns of any infringement or threatened infringement of any Trademark or any passing off by reason of imitation or otherwise or that any third party alleges or claims that any Trademark is liable to cause deception or confusion to the public, the User shall notify Unilock as soon as possible, giving details, and the User shall provide all information and assistance reasonably necessary to Unilock. In the event that Unilock decides that proceedings should be commenced or defended, any such proceedings shall be under the sole control of Unilock with the assistance of the User where so requested by Unilock.

15. General. No term or condition hereof or any right hereunder can be waived except by express waiver in writing. Nothing contained in this Agreement or done in accordance with it shall be construed as constituting either party the agent of the other. This agreement and its Schedules constitute the full and only agreement between the parties relating to the subject matter hereof, and supersede all previous agreements. Each party, on the request of the other party, shall do or execute or cause to be done or executed all such further acts or documents of any kind as may be reasonably necessary or desirable to give effect to this agreement. Time shall be of the essence hereof. This agreement shall be governed by the laws of the Province of Ontario. This agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected and shall be valid and enforceable to the fullest extent permitted by law. This agreement may be executed in several counterparts and by facsimile.
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Dealer Conditions Of Acceptance

Step 1 of 4

UNILOCK DEALER CONDITIONS OF ACCEPTANCE

TERMS & CONDITIONS OF SALE

UNILOCK® TRADEMARK LICENSE AND USE AGREEMENT