BEX PRODUCTS, INC.
AUTHORIZED DEALER & SHOWROOM PROGRAM
TERMS AND CONDITIONS
These Terms and Conditions govern the application for and participation in the Bex Products, Inc. ("Company") Authorized Dealer & Showroom Program for BEX brand products. By submitting an application and clicking "I Agree," the applicant entity ("Dealer") agrees to be legally bound by this Agreement.
1. Appointment; Non-Exclusivity
Subject to approval by Company, Dealer is appointed as a non-exclusive, non-transferable, revocable Authorized Dealer of BEX brand products ("Products") for resale to end users through approved sales channels.
No exclusivity, territory, minimum volume, or guaranteed availability is granted unless expressly agreed to in a separate written agreement signed by Company.
2. Approval Discretion; Continuing Eligibility
Dealer approval is granted at Company's sole discretion. Company may approve, deny, suspend, or revoke Dealer status at any time, with or without cause.
Continued authorization is contingent upon ongoing compliance with:
- This Agreement
- Company policies (including MAP)
- Channel, branding, and compliance standards
3. Dealer Representations
Dealer represents and warrants that:
- All application information is true, accurate, and complete
- Dealer is duly organized and in good standing
- Dealer holds all required licenses and permits
- The individual accepting this Agreement has authority to bind Dealer
Signatory Requirement: This Agreement must be accepted and certified by the beneficial owner of the Dealer entity. If the beneficial owner is not an individual (e.g., a trust, corporation, or other legal entity), this Agreement must be accepted by a duly authorized representative or officer of the beneficial owner who has the legal authority to bind that entity. By clicking "I Agree," the individual submitting this form represents that they meet one of these qualifications.
Company may rely upon submitted information and may revoke authorization for false or misleading statements.
4. Independent Contractor Status
Dealer is an independent contractor. Nothing in this Agreement creates an agency, partnership, franchise, or joint venture. Dealer has no authority to bind Company or make representations on Company's behalf.
5. Orders, Pricing, Taxes & Payment
All orders are subject to acceptance by Company.
- Prices, availability, and lead times are subject to change without notice
- Dealer is responsible for all applicable taxes unless valid resale documentation is provided and accepted
- Company may require prepayment, impose credit limits, or revoke credit terms at its discretion
- Past-due balances may result in order holds or termination
6. Authorized Sales Channels
6.1 Permitted Channels — Dealer may sell Products through:
- Physical showroom locations
- Dealer-owned and operated ecommerce websites
- Other channels expressly disclosed to and approved by Company
6.2 Online-Only Dealers — Dealer may operate as an online-only seller, provided that:
- Dealer owns and controls the ecommerce site
- The site clearly identifies Dealer as the seller of record
- Products are marketed in compliance with BEX branding and MAP requirements
7. Marketplace Restrictions
Unless expressly authorized in writing by Company, Dealer may not sell Products on third-party marketplaces or platforms, including but not limited to:
- Amazon
- eBay
- Walmart Marketplace
- Wayfair
- Overstock
- Any similar marketplace or drop-ship platform
Violation of this section constitutes grounds for immediate termination.
8. No Transshipment or Diversion
Dealer shall not:
- Sell or transfer Products to unauthorized resellers
- Transship Products to other dealers or distributors
- Participate in diversion or channel-avoidance schemes
Dealer shall maintain accurate records sufficient to trace Products to end users upon reasonable request.
9. Minimum Advertised Price (MAP) Policy
Company may establish and enforce a Minimum Advertised Price ("MAP") Policy, applicable to advertised pricing only. Dealer acknowledges that:
- MAP applies to all forms of advertising (online, print, email, digital, social)
- MAP does not restrict actual selling price
- MAP is a unilateral policy enforced at Company's sole discretion
- Violations may result in suspension or termination of Dealer status
The MAP Policy is incorporated by reference and may be modified at any time.
10. Branding & Intellectual Property
All BEX trademarks, trade names, product designs, images, specifications, and marketing materials are the exclusive property of Company. Dealer is granted a limited, revocable license to use approved BEX materials solely to market and sell Products.
Dealer shall not:
- Modify or alter BEX branding
- Create derivative product names or marks
- Use BEX materials in a misleading or unauthorized manner
Company may require removal or modification of marketing materials at any time.
11. Product Information & Installation Disclaimer
Dealer acknowledges that:
- Product images, finishes, and dimensions may vary
- Final installation decisions must be based on physical product received
- Company is not responsible for labor costs, installation errors, or project delays
Dealer shall properly advise customers and installers accordingly.
12. Returns & Warranty
Returns, claims, and warranties are governed exclusively by Company's published Return Policy and Warranty Policy. Dealer shall not extend, modify, or misrepresent BEX warranty coverage. Company may deny warranty claims for Products sold through unauthorized channels.
13. Confidentiality
Dealer shall maintain the confidentiality of all non-public information, including but not limited to:
- Dealer pricing and discounts
- Program materials
- Product roadmaps
- Internal communications
Confidential information may not be disclosed without Company's prior written consent.
14. Records & Audit Rights
Dealer shall maintain accurate records related to sales channels, advertising, and orders/shipments. Company may request documentation to verify compliance with this Agreement, MAP, or channel restrictions.
15. Indemnification
Dealer agrees to indemnify, defend, and hold harmless Bex Products, Inc. and its officers, directors, employees, and agents from any claims, damages, or expenses arising from:
- Dealer's breach of this Agreement
- Misrepresentation or unlawful advertising
- Diversion, transshipment, or unauthorized sales
- Improper installation advice or misuse of Products
16. Limitation of Liability
To the fullest extent permitted by law:
- Company shall not be liable for indirect, incidental, or consequential damages
- Company's total liability shall not exceed amounts paid by Dealer to Company in the preceding twelve (12) months
17. Termination
Company may terminate this Agreement at any time, with or without cause. Immediate termination may occur for:
- MAP violations
- Unauthorized marketplace sales
- Diversion or transshipment
- Brand misuse
- Non-payment or credit risk
Upon termination, Dealer must:
- Cease representing itself as an authorized BEX dealer
- Discontinue use of all BEX intellectual property
- Remove BEX branding and listings upon request
18. Governing Law & Venue
This Agreement shall be governed by the laws of the State of California. Exclusive venue shall lie in California state or federal courts.
19. Entire Agreement; Modifications
This Agreement constitutes the entire agreement regarding Dealer participation in the BEX Authorized Dealer Program. Company may modify this Agreement at any time. Continued participation after modification constitutes acceptance.
BEX PRODUCTS, INC.
CREDIT TERMS & PAYMENT CONDITIONS ADDENDUM
This Credit Terms & Payment Conditions Addendum ("Addendum") supplements and forms part of the Bex Products, Inc. Authorized Dealer & Showroom Program Terms and Conditions ("Dealer Agreement"). Capitalized terms not defined herein have the meanings set forth in the Dealer Agreement. This Addendum applies only if Company approves Dealer for credit terms. Approval of credit terms is separate from Dealer approval and is granted at Company's sole discretion.
1. Credit Approval & Limits
1.1 Discretionary Approval — Any extension of credit by Company is subject to credit review and approval. Company may approve, deny, modify, suspend, or revoke credit terms at any time, with or without cause.
1.2 Credit Limit — If approved, Dealer will be assigned a credit limit. Company may change the credit limit at any time without prior notice. Exceeding the approved credit limit may result in:
- Order holds
- Partial shipments
- Prepayment requirements
2. Payment Terms
2.1 Invoice Terms — Unless otherwise agreed in writing, invoices are due Net 30 from the invoice date.
2.2 Method of Payment — Company may accept payment by ACH, wire, check, or other approved methods. Company may restrict payment methods at its discretion.
2.3 Application of Payments — Company may apply payments to outstanding invoices in any order it deems appropriate, regardless of remittance instructions.
3. Late Payments & Fees
3.1 Past Due Accounts — Amounts not paid when due are considered past due and may result in:
- Immediate suspension of further shipments
- Revocation of credit terms
- Termination of Dealer status
3.2 Finance Charges — Company may assess a finance charge on past due balances at the lesser of:
- 1.5% per month (18% annually), or
- The maximum rate permitted by law
3.3 Collection Costs — Dealer agrees to pay all reasonable costs of collection, including attorney's fees, court costs, and collection agency fees, to the extent permitted by law.
4. Security & Assurances
Company may require, at any time:
- Personal guaranty
- Security deposit
- Letter of credit
- Cash in advance
- Additional assurances of payment
Failure to provide requested assurances may result in credit revocation or order suspension.
5. Setoff Rights
Company reserves the right to offset any amounts owed by Dealer against any credits, refunds, rebates, or other amounts due to Dealer.
6. Taxes & Disputes
6.1 Taxes — Dealer remains responsible for all applicable taxes unless valid resale documentation is provided and accepted.
6.2 Invoice Disputes — Any invoice dispute must be submitted in writing within ten (10) days of the invoice date. Failure to timely dispute constitutes acceptance of the invoice as accurate.
7. No Waiver
Failure by Company to enforce any provision of this Addendum shall not constitute a waiver of future enforcement.
8. Termination of Credit Terms
Termination of credit terms does not terminate the Dealer Agreement. Upon termination of credit terms:
- All outstanding balances become immediately due and payable
- Future orders may require prepayment
9. Governing Law
This Addendum shall be governed by the laws of the State of California, without regard to conflict-of-law principles.
10. Incorporation by Reference
This Addendum is incorporated into and made part of the Dealer Agreement. In the event of a conflict, this Addendum controls with respect to credit and payment terms.