Dealer Agreement

Paramount Leisure Industries, Inc Terms and Conditions

The Terms and Conditions below are in addition to the terms of any contracts agreed to between you (“DEALER”) and Paramount Leisure Industries Inc. (“PARAMOUNT”), with respect to any products you purchase from PARAMOUNT (“PRODUCTS”).

On termination of this Agreement, PARAMOUNT may at its option: (a) repurchase from DEALER at the net price paid by DEALER to PARAMOUNT, less a 20% restocking fee, any or all of the PRODUCTS and any repair and replacement parts for the PRODUCTS in DEALER’s possession; and (b) complete any bona fide customer order received by DEALER prior to the date of termination. Termination will not release DEALER from any payment due.

All prices and shipping for the PRODUCTS shall be FCA (Incoterms 2000) PARAMOUNT’s manufacturing facility in Chandler, Arizona. PARAMOUNT may require new accounts to be credit card. Upon receipt of a completed credit application, PARAMOUNT may implement a credit search. When the search is completed, PARAMOUNT will determine whether to establish a credit account or continue to require credit card on all shipments. Payment terms, if not credit card., are Net 30 days from shipping date except as may be stated on each invoice. A finance charge of 1.75% per month (21% annual percentage) (or other rate as applicable by law) will be assessed on past due balances, with a minimum monthly charge of $1.50. PARAMOUNT may hold shipments if DEALER’s account is past due. If DEALER’s account is past due 30 days or more, DEALER will lose its credit privileges and return to credit card status. A NSF check will automatically place an account on credit card status. DEALER will be required to replace all bad checks with certified funds and will be assessed a $25.00 NSF check charge.

All shipments are F.O.B. Chandler, Arizona. On shipments to domestic customers in the lower 48 states of qualifying products totaling $9,450.00 for Dealers; $14,000.00 for Distributors to one location freight costs will be FULL FREIGHT ALLOWED (on ground shipments only, not on fuel surcharge) if INVOICE is PAID within Terms from date of shipment. If Paramount prepays freight, deduct freight amount shown on invoice. If shipment was sent freight collect, subtract freight amount from invoice and furnish with payment copy of actual freight bill. Freight WILL NOT be ALLOWED if invoice is NOT PAID WITHIN 30-DAY PERIOD. A finance charge of 1¾% per month (21% annual percentage) will be assessed on past due balances.
Qualifying Products: EDC, DDC2, PCC2000,PV3, PVR, Cyclean, Vanish, Vanquish, Vantage, VectorJet, New Generation Pool Valet, Pool Valet, MDX2 systems, MDX-R3 systems, SDX2, Paraskim, ParaskimV, Airbar, ParaJets, Air-Port, StepClean, Paralevel, MVFuse, Parascope, Swingjet and Clear O3, Ultra UV2, & Paraglo.

No order shall be deemed accepted unless DEALER is given written notice by PARAMOUNT of acceptance, or the order is shipped.

All PRODUCTS will be shipped by common carrier at DEALER’s risk. PARAMOUNT’s responsibility ceases upon receipt by carrier at PARAMOUNT’s facility. PARAMOUNT may, if requested, insure PRODUCTS for DEALER’s account. SHIPMENT DAMAGE OR SHORTAGE CLAIMS MUST BE MADE WITH DELIVERING CARRIER IMMEDIATELY.

All returns are subject to a 20% re-stock charge. An RMA number must be obtained from PARAMOUNT before PRODUCTS may be returned. Freight on all returns must be prepaid. C.O.D. shipments will be refused.

PARAMOUNT shall not be liable for delays caused by common carrier, government orders or requirements, transportation conditions, labor or material shortages, strikes, fires, or any other cause beyond PARAMOUNT’s control.

PARAMOUNT reserves the right to change the design of, or cease to manufacture or sell, any PRODUCTS without notice.

PARAMOUNT reserves the right to provide PRODUCTS to DEALER through authorized distributors.

PARAMOUNT grants DEALER a non-exclusive, non-transferable license to use the following items developed by or for PARAMOUNT (collectively, the “DOCUMENTS”) in DEALER’s own business: business and marketing materials, manuals, logos, artwork, slogans, fliers, brochures, posters, stock photos, novelties, and Business Solutions forms. DEALER acknowledges that the DOCUMENTS are PARAMOUNT’s proprietary information, and that PARAMOUNT grants DEALER no title or right of ownership, legal or equitable, in or to the DOCUMENTS. DEALER shall immediately discontinue use of any DOCUMENTS upon written notice from PARAMOUNT.

PARAMOUNT may provide the DOCUMENTS to DEALER from time to time, either for no charge or for such fees as PARAMOUNT may determine.
DEALER may use the Business Solutions forms that are part of the DOCUMENTS (the “BUSINESS SOLUTIONS”) as is or may add to, alter, or incorporate the BUSINESS SOLUTIONS for use in DEALER’s business, and promotional material. However, DEALER shall not use any of the DOCUMENTS (including the BUSINESS SOLUTIONS) as is or as added to, altered, or incorporated, if such DOCUMENTS materially alter the underlying use, function or intent for which the DOCUMENTS were created, promote the products or services of a competitor of PARAMOUNT, misrepresent or make any false or insupportable claims concerning PARAMOUNT or the PRODUCTS, or their prices or warranties, or otherwise impair or disparage, in PARAMOUNT’s sole opinion, the goodwill of PARAMOUNT, its PRODUCTS, or MARKS.
PARAMOUNT reserves the right, to: (a) inspect, sample, and review any and all BUSINESS SOLUTIONS forms that have been altered and DEALER’s advertising or promotional materials incorporating any BUSINESS SOLUTIONS, and (b) require that DEALER cease publishing, displaying, distributing or using any DOCUMENTS in violation of this Agreement. PARAMOUNT shall have the right to copy, use, publish, and otherwise incorporate into its own advertising and promotional materials all of DEALER’s advertising and promotional material that alters or incorporates any of the BUSINESS SOLUTIONS, without charge or obligation to DEALER.
PARAMOUNT does not certify or otherwise promise that any of the DOCUMENTS comply with any laws. DEALER has the sole obligation to ensure that any DOCUMENTS used by DEALER comply with all applicable laws.

DEALER shall keep PARAMOUNT informed as to any problems encountered with any PRODUCTS and any proposed resolutions to these problems, and advise PARAMOUNT of any and all modifications and improvements to any PRODUCTS suggested by any entity or person.