Become a Reseller

1. Definitions

"Company" refers to Unique Enterprises, a corporation organized under the laws of Ontario, Canada.
"Reseller" refers to the individual or entity applying for authorization to resell Company products.
"Products" refers to all LED lighting products, accessories, and related items offered by the Company.
"Territory" refers to the geographic area approved by the Company for reseller activities.

2. Authorization and Territory

Subject to approval, the Company grants Reseller a non-exclusive, non-transferable right to market, distribute, and sell Company products within the approved Territory. This authorization does not create an exclusive dealership, partnership, joint venture, or employment relationship. Reseller acknowledges that the Company may appoint additional resellers within the same Territory at its sole discretion.

3. Application and Approval Process

All reseller applications are subject to Company approval based on factors including but not limited to: business experience, financial stability, territory availability, market conditions, and compatibility with Company standards. The Company reserves the right to reject any application without providing specific reasons. Approval status may be revoked if information provided in the application is found to be false or misleading.

4. Pricing and Payment Terms

Reseller pricing schedules will be provided upon approval and are confidential. All prices are FOB Company warehouse unless otherwise specified. Payment terms are Net 30 days from invoice date unless alternative arrangements are pre-approved in writing. Past due accounts may be subject to interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. The Company reserves the right to modify pricing with thirty (30) days written notice.

5. Minimum Purchase Requirements and Performance Standards

Resellers must maintain minimum monthly purchase volumes as specified in their approval notification. Failure to meet minimum requirements for two consecutive months may result in pricing adjustments, territory modifications, or agreement termination. Resellers are expected to actively promote Company products and maintain adequate inventory levels to serve customers promptly.

6. Product Representation and Marketing

All products must be represented accurately using only Company-approved marketing materials, specifications, and product descriptions. Resellers may not modify product literature, make unauthorized performance claims, or misrepresent product capabilities. Any advertising or promotional materials mentioning Company products must be pre-approved in writing. Resellers must maintain professional business premises and presentation standards that reflect positively on the Company brand.

7. Customer Support and Technical Assistance

Resellers are responsible for providing first-level customer support including product selection assistance, basic installation guidance, and order processing. Technical support escalations will be handled by Company personnel within 24 hours during normal business days (Monday-Friday, 9 AM - 5 PM EST, excluding holidays). The Company will provide product training materials and technical documentation to support reseller activities.

8. Intellectual Property Rights

All trademarks, trade names, logos, product designs, documentation, software, and other intellectual property remain the exclusive property of the Company or its licensors. Resellers are granted limited rights to use approved Company marks and materials solely for authorized sales activities. Upon termination of this agreement, all rights to use Company intellectual property immediately cease.

9. Product Warranty and Returns

Company products are covered by standard manufacturer warranties as specified in product documentation. Warranty terms are passed through to end customers. Returns of defective products require prior authorization and must be initiated within thirty (30) days of purchase. Non-defective returns may be accepted at Company discretion and may be subject to restocking fees of up to 20%. All returned products must be in original packaging and resalable condition.

10. Confidentiality and Non-Disclosure

Resellers agree to maintain strict confidentiality regarding all non-public information shared by the Company, including but not limited to: pricing schedules, customer lists, business strategies, product development plans, financial information, and trade secrets. This confidentiality obligation survives termination of the reseller relationship and continues indefinitely. Unauthorized disclosure may result in immediate termination and legal action.

11. Quality Standards and Brand Protection

Resellers must maintain professional business practices that reflect positively on the Company brand. This includes providing excellent customer service, maintaining clean and organized business premises, employing knowledgeable staff, and conducting all business activities in an ethical and professional manner. Any actions that damage the Company's reputation may result in immediate termination.

12. Compliance with Laws and Regulations

Resellers must comply with all applicable federal, provincial, and local laws and regulations in their business operations, including but not limited to: business licensing requirements, tax obligations, employment laws, safety regulations, and consumer protection statutes. Resellers are solely responsible for obtaining and maintaining all necessary permits and licenses for their business operations.

13. Insurance and Indemnification

Resellers must maintain adequate commercial general liability insurance with minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate. The Company must be named as an additional insured on such policies. Resellers agree to indemnify and hold harmless the Company from any claims, damages, or expenses arising from Reseller's business operations, product modifications, or failure to comply with applicable laws.

14. Limitation of Liability

THE COMPANY'S TOTAL LIABILITY TO RESELLER SHALL NOT EXCEED THE VALUE OF PRODUCTS PURCHASED BY RESELLER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Termination

Either party may terminate this agreement with thirty (30) days written notice for any reason. The Company may terminate immediately upon: (a) material breach of this agreement by Reseller; (b) insolvency, bankruptcy, or assignment for benefit of creditors by Reseller; (c) failure to meet minimum purchase requirements for three consecutive months; or (d) any action by Reseller that damages the Company's reputation or business interests.

16. Effect of Termination

Upon termination, Reseller must: (a) immediately cease all use of Company trademarks and materials; (b) return or destroy all confidential information; (c) complete fulfillment of existing customer orders; (d) remove all Company references from business materials and websites; and (e) cooperate in the orderly transition of customer relationships if requested by the Company.

17. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to: acts of God, natural disasters, wars, terrorism, government actions, labor disputes, material shortages, or transportation delays. The affected party must provide prompt notice and use best efforts to minimize the impact.

18. Governing Law and Dispute Resolution

This agreement is governed by the laws of Ontario, Canada, without regard to conflict of law principles. Any disputes arising from this agreement shall be resolved through binding arbitration conducted in Toronto, Ontario, under the rules of the ADR Institute of Ontario. The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.

19. Entire Agreement and Modifications

This agreement, together with any written amendments and approved pricing schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter. This agreement may only be modified by written amendment signed by authorized representatives of both parties.

20. Severability

If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely achieves the original intent.

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