This Authorized Retailer Agreement (the "Agreement") is entered into as of the date signed between:
AIRCAP™ Technologies Inc. a corporation organized and existing under the laws of the State of Wyoming and the Signee of the following contract.
RECITALS
WHEREAS, Manufacturer designs, manufactures, and sells innovative, air-inflated hot tub covers and related accessories under the AIRCAP™ Technologies Inc. featuring technologies such as AirCap 1™ fastening and foam-free insulation;
WHEREAS, Retailer is engaged in the retail sale, installation, and service of hot tubs, spas, and related products;
WHEREAS, Retailer desires to be appointed as an authorized dealer of Manufacturer's Products (as defined below) and to purchase such Products for resale to end-users;
WHEREAS, Manufacturer desires to appoint Retailer as an authorized dealer on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Products" means the hot tub covers, accessories, and related items manufactured and sold by Manufacturer under the AIRCAP™ Technologies Inc. (Thrml.) brand, as listed in Exhibit A (which may be updated by Manufacturer from time to time).
1.2 "Marks" means Manufacturer's trademarks, service marks, logos, trade names, and branding associated with the Products.
2. APPOINTMENT
2.1 Subject to the terms of this Agreement, Manufacturer hereby appoints Retailer, and Retailer accepts appointment, as a non-exclusive authorized retailer to purchase Products from Manufacturer and to promote, sell, and service the Products to end-users.
2.2 This appointment is non-exclusive. The manufacturer reserves the right to appoint other retailers, sell directly, or use other channels.
3. TERM AND TERMINATION
3.1 Term. This Agreement commences on the Effective Date and continues for an initial term of one (1) year, automatically renewing for successive one (1)-year periods unless terminated earlier.
3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon ninety (90) days' written notice.
3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party:
Materially breaches any provision and fails to cure within thirty (7) days of notice;
Becomes insolvent, files for bankruptcy, or ceases business operations;
Engages in conduct damaging to the reputation of the Products or Manufacturer.
3.4 Effects of Termination. Upon termination:
Retailer shall cease using Manufacturer's Marks and representing itself as an authorized retailer immediately:
All outstanding payments become immediately due;
Manufacturers reserve the right to repurchase unsold inventory at retailer's cost less [e.g., 50%] restocking fee.
4. PURCHASES AND PAYMENT
4.1 Retailers shall purchase Products solely from the Manufacturer.
4.2 Pricing shall be Manufacturer's then-current wholesale prices (as listed in the Retailer Portal or price list). Manufacturers may adjust prices upon thirty (30) days' notice.
4.3 Payment terms: Retailers will pay at the time any order is placed with the Manufacturer. Payment options are ACH or Credit Cards. Credit Card purchases will incur a 2.5% transaction fee. Prepayment is required for new or non-qualified retailers. Late payments accrue interest at 1.5% per month or the maximum legal rate.
4.4 Retailers will be responsible to pay for freight on each order placed with the Manufacturer unless Retailer annual price list offers special freight options based on order quantity.
4.5 All sales are F.O.B. Manufacturer's facility or 3PL.
5. RETAILER OBLIGATIONS
5.1 Retailer shall:
Actively promote and sell Products using best efforts;
Maintain adequate inventory, trained staff, and suitable facilities;
Provide installation, warranty service, and customer support per Manufacturer guidelines;
Comply with all applicable laws, including consumer product safety regulations;
Not make unauthorized modifications to Products or Warranties;
Not advertise AIRCAP™ Technologies Inc. products below retail price established by Manufacturer
5.2 Retailer is an independent contractor. No agency, partnership, or employment relationship exists.
6. MANUFACTURER OBLIGATIONS
6.1 Manufacturer shall:
Supply Products of merchantable quality;
Provide marketing materials, training, and technical support;
Honor warranty claims per Section 7;
Maintain product liability insurance.
7. WARRANTY AND RETURNS
7.1 Manufacturer provides a limited warranty on Products (currently 3 years on materials and workmanship, subject to change). Retailers shall pass through this warranty to end-users without additional warranties.
7.2 Retailer shall handle initial customer warranty claims and submit valid claims to Manufacturer for processing (repair kits, replacements, or credits).
7.3 Returns: Defective Products may be returned under Manufacturer's RMA process (as detailed in SOPs).
8. INTELLECTUAL PROPERTY AND BRANDING
8.1 Manufacturer grants Retailer a limited, non-transferable license to use Marks solely for promoting and selling Products during the term of this agreement.
8.2 Retailers shall not alter Marks, use them in a misleading manner, or register similar marks.
8.3 All goodwill from use of Marks inures to Manufacturer.
9. CONFIDENTIALITY
Each party shall maintain the confidentiality of the other's proprietary information (e.g., pricing, customer lists, designs) during the term and for [e.g., 5 years] thereafter.
10. INDEMNIFICATION
Each party shall indemnify the other against claims arising from its own breach, negligence, or willful misconduct.
11. LIMITATION OF LIABILITY
Neither party shall be liable for indirect, consequential, incidental, or punitive damages. Manufacturer's total liability shall not exceed amounts paid by Retailer in the prior 12 months.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflicts of law. Disputes shall be resolved through binding arbitration in Wyoming, under AAA rules, or in state/federal courts therein.
13. MISCELLANEOUS
14.1 Entire Agreement: This Agreement, including Exhibits and referenced SOPs, constitutes the entire understanding and supersedes prior agreements.
14.2 Amendments: In writing signed by both parties.
14.3 Assignment: Retailer may not assign without Manufacturer's consent.
14.4 Force Majeure: Neither party liable for delays due to events beyond reasonable control.
14.5 Notices: In writing via certified mail or email to addresses provided.
Standard Operating Procedures (SOPs) Between AirCap™ Technologies Inc. (DBA Thrml.) Hot Tub Cover Manufacturing Company and Its Spa Retailer Network
These SOPs outline the standardized processes for collaboration between AIRCAP™ Technologies Inc., (DBA Thrml.), the manufacturer of innovative air-inflated hot tub covers, and its authorized spa dealers. They are designed to ensure efficient operations, clear communication, quality control, and mutual success. All procedures comply with relevant U.S. regulations, including consumer product safety standards and commercial transaction laws. Retailers must adhere to these SOPs as part of their agreement with AIRCAP™ Technologies Inc.
Procedures are divided into key areas for ease of reference. Each includes purpose, responsibilities, steps, and required documentation.
1. Order Placement Procedure
Purpose: To streamline the process of retailers placing orders for AIRCAP™ Technologies Inc. ensuring accurate fulfillment and inventory management.
Responsibilities:
Retailer: Initiate orders and provide accurate details.
AIRCAP™ Technologies Inc. : Verify, process, and confirm orders.
Steps:
Retailer logs into the AIRCAP™ Technologies Inc. Inc. Retailer Portal.
Select products (e.g., AIRCAP ™ sizes: Small 83"-85", Medium 86”-88”, Large 89"-91", X-Large 92”-94”, etc.) and quantities based on current inventory needs.
Enter shipping details, including retailer’s address and any special instructions.
4. Review order summary for pricing, wholesale rates apply
5. Submit order; system generates an automated confirmation email with order ID.
6. AIRCAP™ Technologies Inc. reviews orders within 24 hours; if issues (e.g., stock shortages) contact retailers via email or phone.
7.. Upon approval, order moves to production/fulfillment.
2. Payment Processing Procedure
Purpose: To ensure timely and secure payments for orders, maintaining financial transparency.
Responsibilities:
Steps:
Retailer places order and pays via ACH transfer, credit card (via portal), or wire transfer.
AIRCAP™ Technologies Inc. Inc. confirms receipt and updates retailer account status.
If disputes arise (e.g., pricing errors), the dealer notifies AIRCAP™ Technologies Inc. within 5 business days; resolution via mutual agreement.
Required Documentation: Payment receipt, and any dispute resolution forms.
3. Shipping and Delivery Procedure
Purpose: To facilitate reliable delivery of products while minimizing delays and damage.
Responsibilities:
Retailer: Provide accurate shipping info and receive/inspect deliveries.
AIRCAP™ Technologies Inc. Inc. : Pack, ship, and track orders.
Steps:
AIRCAP™ Technologies Inc. Inc. ships products securely (e.g., AIRCAP™ Technology Inc. covers deflated for compact shipping, with inflation instructions).
Select carriers based on order size (e.g., UPS for small orders, freight for bulk, etc.).
Ship within 1-2 business days of order confirmation (lead time may extend to 7 days during peak seasons).
Provide tracking numbers to retailers via email.
Retailer inspects delivery upon arrival: check for damage, verify quantities, and sign bill of lading.
Report any issues (e.g., damaged goods) to AIRCAP™ Technologies Inc. within 24 hours for replacement or credit.
4. Returns and Exchanges Procedure
Purpose: To handle defective or incorrect products efficiently, maintaining retailer satisfaction.
Responsibilities:
Retailer: Initiate returns and package items properly.
AIRCAP™ Technologies Inc. Inc.: Authorize, process, and issue credits/replacements.
Steps:
Retailer identifies issues (e.g., manufacturing defect, wrong size) and contacts AIRCAP™ Technologies Inc. support within 30 days of receipt.
Submit return request via Retailer Portal, including photos, order ID, and description.
AIRCAP™ Technologies Inc. Inc. reviews and issues Return Merchandise Authorization (RMA) number within 48 hours if approved.
Retailer ships items back to AIRCAP™ Technologies Inc. Inc. warehouse (address provided in RMA) If upon inspection it is found to be a manufacturers defect, a standard freight credit will be issued.
Upon receipt, AIRCAP™ Technologies Inc. Inc. inspects and processes refund/credit or sends replacement within 5 business days.
No returns on custom orders unless defective.
Required Documentation: RMA form, photos of issue, and shipping labels.
5. Warranty Claims Procedure
The warranty is applicable to the original purchaser only and is not transferable.
Purpose: To manage warranty support for end-users through retailers, ensuring product reliability.
Responsibilities:
Steps:
The end-customer reports issues to the retailer (e.g., zipper failure, air leak).
Retailer verified purchase (proof required) and submits claim via Retailer Portal with details, photos, and serial number.
AIRCAP™ Technologies Inc. Inc. reviews claims within 72 hours; standard warranty is 3 years on materials/workmanship.
If approved, AIRCAP™ Technologies Inc. Inc. ships repair kits or replacement (at Manufacturer's discretion) to retailers for distribution.
Retailer handles end-customer communication and installation support.
Track all claims in the portal for reporting.
Required Documentation: Warranty claim form, proof of purchase, and inspection photos.
6. Marketing and Sales Support Procedure
Purpose: To provide Retailers with tools and guidelines for promoting AIRCAP™ Technology Inc. products.
Responsibilities:
Steps:
AIRCAP™ Technologies Inc. Inc. provides access to digital assets (brochures, videos, logos) via Retailer Portal upon agreement signing.
Manufacturer’s approval required for any joint promotions, e.g., retailer-exclusive discounts or demo units.
Retailers attend annual virtual training on product features (e.g., AirLoc™ technology).
Adhere to branding guidelines: no alterations to logos; emphasize "foam-free" benefits.
Required Documentation: Marketing request forms, sales reports, and campaign proof.
7. Communication Protocols Procedure
Purpose: To establish clear channels for ongoing interactions, reducing misunderstandings.
Responsibilities:
Steps:
Primary contact: A. Retailer’s assigned Account Executive at Thrml.
Response times: 24 hours for emails, immediate for critical issues (e.g., stock outages).
Escalate disputes to designated Account Executive
Maintain confidentiality on proprietary info (e.g., pricing structures).
Required Documentation: Email threads, meeting notes, and escalation forms.
8. Quality Control and Compliance Procedure
Purpose: To uphold product standards and ensure regulatory compliance.
Responsibilities:
Steps:
AIRCAP™ Technologies Inc. Inc.. performs in-house testing (e.g., insulation efficiency, durability) per ASTM standards.
Provide retailers with compliance docs.
Report non-conformities immediately.
Both parties commit to ethical practices, including no unauthorized reselling.
Required Documentation: QC checklists, certification copies.
These SOPs are subject to annual review and updates by AIRCAP™ Technologies Inc. Inc. Retailers will be notified of changes via email at least 30 days in advance. For questions, contact your assigned AIRCAP™ Technologies Inc. Inc. account executive.
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