General Terms & Conditions (Agreement) for Dealers

For the purpose of this Agreement Prism RC Inc., operating as Hi-Performance Distributors, shall be referred to as "HPD" and any entity buying products and/or receiving services from HPD shall be referred to as "Account", jointly referred to as the "Parties" and each individually as the "Party." Unless otherwise stated or agreed, it is understood that any times listed in this document are for the time zone in which HPD is headquartered.

Order Types:

Ship Out Order:

HPD strives to release Ship Out Orders the same day if they are placed by noon on the HPD website or sales@hpd.ca, Monday through Friday (excluding statutory holidays). Orders placed after noon may be shipped the following business day. Please note that delays may occur during heavy volumes (including some Mondays). Once an order is in picking status, the order may not be cancelled, in part or whole. Cancellations may result in re-stocking fees.

Add-on Order:

Add-on Orders may be submitted within 15 minutes of a Ship Out Order submission to be shipped with the initial Ship Out Order. One Add-on Order may be acceptable daily for same-day shipping after the 15-minute window of the initial Ship Out Order. The Add-on order must be received no later than noon and the initial Ship Out Order must still be in picking status. The Add-on order shall not exceed 100 Moments of Fun (items on the order). Add-on Orders submitted after noon may not ship with the initial Ship Out Order on the day they were submitted.

Hold Order:

Hold Orders are an account privilege for eligible accounts. Maximum hold periods may apply. Hold Orders are not processed for shipping upon submission. Inventory on a Hold Order is allocated to the Account. An Account may add available stock to its oldest Hold Order by submitting additional Orders. Should HPD not receive the request to ship the oldest Hold Order within the allowed hold period, the items on the order will be released into inventory. The Account may cancel items on Hold Orders without penalty, except for Special Order Items. HPD reserves the right to suspend that privilege after repeat abuse.

Backorder:

HPD allows Accounts to place products on Backorder when the product is unavailable at the time of order. Accounts will be notified as soon as backordered products become available. Upon availability, Backorders will follow the Hold Order procedure.

Special Order Items:

Accounts may order items not stocked by HPD and follow the Backorder procedure. Special Order Items may not be cancelled without a restocking fee if they are already processed or are en route from the vendor. The restocking fee is 50% of the price of the item. Any Special Order Item not shipped within the hold bin time frame will be charged the restocking fee when the item is released into inventory.

Price Adjustments:

The Account acknowledges that pricing is subject to fluctuations, and HPD reserves the right to adjust pricing until invoicing.

Minimum Advertised Price (MAP):

The Account acknowledges that certain products may be subject to manufacturer MAP and that when purchasing said products, the Account must adhere to the manufacturer's MAP policy. The Account is responsible for verifying if MAP is applicable and the respective manufacturer's MAP policy, including, but not limited to, all guidelines and potential repercussions for failure to adhere to said policy.

Resale Restrictions:

The Account acknowledges that certain products may be subject to manufacturer Resale Restrictions and that, when purchasing said products, the Account must adhere to the manufacturer's Resale Restrictions policy. The Account is responsible for verifying Resale Restrictions, if applicable, and the manufacturer's Resale Restrictions policy, including, but not limited to, all guidelines and potential repercussions for failure to adhere to said policy.

Delivery and Shipping:

Delivery Terms:

The delivery of the products and services shall be carried out on FOB origin from HPD's warehouse located at 100-2268 Peardonville Rd, Abbotsford, BC, V2T 6J8, Canada. Since FOB origin is the standard shipping term, products are uninsured, and risk for damage is assumed by the Account as soon as the product leaves HPD's warehouse. Upon request, cargo insurance may be added at an additional cost to the Account.

Delivery Methods:

HPD compares shipping rates with different carrier services and ships with the best quote. Only HPD approved shippers and shipping accounts may be used for deliveries. The Account may specify a preferred approved carrier at their expense. HPD will charge back to the Account any additional costs that may arise from circumstances including, but not limited to, address issues, unsafe destination conditions, tailgate fees, store hours, or other reasons outside the control of HPD. HPD supports drop shipping to the Account's customers within Canada. Drop-ship orders must be entered online by the Account.

Shipping Discounts:

HPD covers the total shipping cost of uninsured shipments on orders worth more than CAD $1,000 before tax to approved store locations if shipped with cheapest carrier. HPD may cover the cost of uninsured shipments to drop ship locations based on the HPD retailer program benefits.

Additional Fees:

An additional CAD $10.00 handling fee is applied to Ship Out Orders worth less than CAD $50.00 before tax. Additional fees may also apply for the transport of dangerous goods.

Payment Terms and Title Transfer:

All transactions between the parties shall be conducted in Canadian dollars (CAD). All product remains the property of HPD until paid in full. The timeline for payment, including due dates and payment amounts, will be listed on the respective invoice. Generally, HPD accepts pre-payments made by credit card (Visa & Mastercard) and electronic fund transfer. HPD accepts cheques and electronic fund transfers for clients with terms. Should a cheque bounce for any reason or a chargeback be applied to a credit card payment, HPD will charge the Account CAD $50.00 per occurrence. All overdue Accounts will be charged a 2% interest fee per month. HPD also reserves the right to review the Account's privileges, suspend product shipment and/or cancel unfulfilled orders upon failing to make payment. Further, HPD may consider terminating the Agreement for Cause and reserves the right to pursue all legal remedies available, including, but not limited to, collection efforts through third-party collection agencies or legal action to recover the outstanding balance. Payment terms may be revoked at any time.

Product Returns and Credits:

If the Account is not satisfied with the delivered product, the Account may return the purchased product within 30 days of the product leaving the HPD warehouse. A 15% restocking fee applies. Discontinued products, DBOX products , and Special Order Items may not be returned. The remainder will be credited to the Account for future purchases. For products to be eligible for a return, they must be unopened, unused and in the same condition they were received. Items must be in original packaging with all accessories and tags intact (dealer added labels must be removed, including any residue). The Account is responsible for the cost of return shipping. Return authorization is required before arranging return shipping. To initiate a return, contact sales@hpd.ca. All return packages must contain a packing slip. Upon receipt and inspection, the Account will receive an email notification that HPD has received the returned product and the final credit invoice. Approved credits will be processed within 3-5 business days. Warranty may apply if the product was damaged or defective upon receipt. Refer to the section below.

Warranty:

Warranty on damaged or defective products may apply. HPD services warranty issues if applicable and purchased through HPD. In cases of manufacturer damage or defect, HPD may provide one prepaid shipping label (waybill) per month for most regions in Canada to cover the cost of return shipping, if applicable. Defective batteries must be recycled/disposed of by the Account at their own expense. HPD generally provides credits rather than replacement parts. Replacements are the responsibility of the Account. The Account must follow the HPD warranty policy and procedures outlined at www.hpd.ca.

Intellectual Property Rights:

HPD does not transfer any Intellectual Property Rights with the sale of products distributed by HPD.

Liability:

HPD shall not be liable for any direct, indirect, special, incidental, or consequential damages arising out of, or in connection with, the use of, or inability to use, the products or services provided by HPD. HPD shall not be responsible for any injury, loss, claim, damage, or any special, punitive, indirect, incidental, or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, arising from any use of our products or services.

Indemnification:

The Account agrees to indemnify and hold HPD harmless from any claims, damages, expenses, or other losses arising from the use of HPD's products or services or their violation of this Agreement. The Account agrees to defend, indemnify, and hold HPD harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from, or in connection with, their use of HPD's products or services or their breach of this Agreement.

Limitation of Liability:

HPD's liability to the Account shall be limited to the amount paid by the Account for the product or service purchased from HPD. In no event shall HPD's liability exceed the amount paid by the Account for the product or service purchased from HPD.

General Liability Insurance:

By conducting business with HPD, the Account represents and warrants that it has general liability insurance coverage and will maintain such coverage during the term of this agreement. If the Account fails to maintain the required insurance coverage, it will be considered a material breach of this agreement and may result in termination of this agreement by HPD.

Assignment and Delegation:

The Account shall not assign this Agreement or delegate its duties hereunder without the prior written consent of HPD, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or delegation violating this clause shall be null and void.

Termination:

Termination for Convenience:

Either Party may terminate this agreement at any time for any reason upon 15 days written notice to the other Party. Both Parties must uphold their obligations to bring the account balance to zero in such an event. HPD shall refund any prepaid fees for products or services not provided as of the effective termination date if applicable. Likewise, the Account must pay for any products or services provided as of the effective date of termination, including, but not limited to, outstanding invoices, restocking of Special Order items, shipments already underway, etc.

Termination for Cause:

Either Party may terminate this agreement immediately upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 15 days after receiving written notice thereof from the non-breaching Party.

Confidentiality:

Both parties agree to keep all confidential information that is disclosed during the course of this Agreement confidential. "Confidential Information" means any information marked as confidential or that a reasonable person would consider confidential under the circumstances, including, but not limited to, trade secrets, proprietary information, financial information, and customer information.

Both parties agree to use the Confidential Information solely to fulfil their obligations under this Agreement and not to disclose it to any third party without the other party's prior written consent, except as required by law. Each party shall take reasonable measures to protect the confidentiality of the other party's Confidential Information and shall not use the Confidential Information for any purpose other than as expressly permitted by this agreement.

The confidentiality obligations shall not apply to any information that is, or becomes,publicly available through no fault of either party or must be disclosed by law.

Privacy Policy :

The HPD Privacy Policy forms part of this Agreement and may be reviewed at www.hpd.ca.

Method of Notice:

All notices, requests, consents, and other communications under this agreement shall be in writing and shall be delivered by hand, email, or certified or registered mail, return receipt requested.

Right to amend this Agreement:

HPD reserves the right to amend this Agreement at any time, in its sole discretion, by providing written notice of the changes to the Account. Any such changes shall become effective 15 days after the date of the written notice. If the Account does not agree with any changes to this agreement, they may terminate this agreement upon written notice to HPD. The continued use of HPD's products or services after the effective date of any changes to this agreement shall constitute their acceptance of such changes.

Force Majeure:

Definition:

Neither Party shall be liable for any failure of, or delay in, performance under this agreement if, and to the extent that, such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, fires, floods, epidemics, pandemics, wars, embargoes, riots, strikes, sabotage, and governmental actions.

Notice:

The Party affected by the force majeure event shall provide prompt written notice to the other Party of the nature and expected duration of the force majeure event and the efforts being made to mitigate its impact on performance under this agreement.

Suspension of Obligations:

The affected Party's obligations under this agreement shall be suspended during the force majeure event to the extent, and for the duration, that such Party is prevented from performing its obligations.

Mitigation:

The Parties shall use their reasonable best efforts to mitigate the impact of the force majeure event on their performance under this agreement.

Severability:

All paragraphs of this Agreement are severable, and in the event, any of them is found to be invalid, unenforceable, or void by the Court, such sections will be severed, and the remainder of this Agreement shall remain in full force and effect.

Governing Law:

This Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. The Account hereby irrevocably submits to the jurisdiction of the Province of British Columbia courts for any action, suit or any other proceeding arising out of or relating to this Agreement and any additional agreement or instrument mentioned therein or any of the transactions contemplated thereby.

Survival:

The provisions of this Agreement that by their nature should survive termination of this agreement shall survive, including, but not limited to, the sections on Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and Governing Law.

By using HPD's products or services, the Account agrees to this Agreement. Should the Account not agree with this Agreement, they may not use HPD's products or services. At HPD, we take our commitment to quality and customer satisfaction seriously and appreciate your business. If there are any questions regarding this Agreement, please get in touch with HPD at sales@hpd.ca or call 1-800-661-0063.

Updated: 2024/04/11
Effective Date: 2024/04/11
Your IP Address is: 44.221.73.157
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