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BEAULIEU ELITE CONTRACT

GENERAL

In this Agreement, "Beaulieu Elite", the selling program by Beaulieu Canada Ltd. (hereafter Beaulieu Canada) is referred to as the "Products" and the Retailer in the business of operating a retail store floor covering business is referred to as the "Business".

BEAULIEU ELITE SERVICES

Beaulieu Canada shall, either directly or through agents or subcontractors of its choosing, provide the following services.

 

Standard Services (included in the monthly program fees):

 

Merchandising services

Beaulieu Canada display graphics or visuals, brochures for use as consumer handouts, promotions three times a year with regular in-store POP, pre-made advertisements for print, radio and online media to support the Coop advertising program and a Beaulieu Canada website.

 

Associated Services

 

Coop Advertising Program

Beaulieu Canada will support Beaulieu Elite members in terms of advertising with the creation of professional advertisement to the Retailer who will be solely responsible for the cost and placement of all advertisement and agrees to abide by the perimeters as established by Beaulieu Canada regarding licensing agreements and usage of the Beaulieu Canada branding. Any adaptation of the Beaulieu Canada branding in external advertising must be approved by written consent of Beaulieu Canada's marketing team. Coop advertising will be accrued at the rate of 2% on all purchases of first-quality products (excluding taxes, freight, overbilling, off-quality products, remnants, clear-outs, designated net priced specials and designated contract prices). The Coop funds can only be used within each period and will not roll over to the following period. The Coop allowance will be issued as a credit note upon claim approval.

 

Volume Rebate

All Beaulieu Elite members are eligible for an annual volume rebate of 2% based on their total purchases throughout the year. The volume rebate applies to all product categories (excluding taxes, freight, overbilling, off-quality products, remnants, clear-outs, designated net priced specials and designated contract prices). 

 

A special 0.5% rebate will be added conditional upon the Retailer’s ability to attain a 10% overall annual increase in net purchases of all Products (excluding taxes, freight, overbilling, off-quality products, remnants, clear-outs, designated net priced specials and designated contract prices). This special rebate of 0.5% is applicable on the Retailer's net purchases. The volume rebate, in the form of a credit note, will be issued prior to March 31 of the following year. At the end of the calendar year, the volume rebate can and will be applied against any outstanding balance owed to Beaulieu Canada. 

Sample Allowance

All Beaulieu Elite members can use an allowance equal to 2% of their annual purchases of samples and product displays (excluding initial program purchases (14 displays), taxes, freight, overbilling, off-quality products, remnants, clear-outs, designated net priced specials and designated contract prices).

 

All sample purchases will be invoiced. The sample rebate will be issued in the first quarter of the following year. 

 

Freight is charged upon shipping of all samples and displays and is not subject to this allowance.

 

No credit will be issued if a Retailer does not use his sample allowance. Any allowance remaining unused at year-end will expire.

 

PRICES

The current prices for the services described herein are set forth by Beaulieu Canada, which reserves the right to change prices, terms and conditions at any time, and notify the Retailer of any such changes via mail or email, and therefore automatically superseding all previous prices for the items affected. Beaulieu Elite members will be granted thirty (30) days prior notice of any pending price increase.

 

WARRANTY

The Beaulieu Canada limited warranty shall apply to the sale of the Products by the Retailer. Such warranty is the only warranty being provided and is in lieu of any other contractual or legal warranty for the Products. Under no circumstances shall Beaulieu Canada be responsible for any damages to persons or to property based on any negligence or fault, except as provided in the Beaulieu Canada warranty, nor for any direct or indirect, special or consequential damages or for any loss of profit, whether based on contract, extra-contractual liability or any other legal theory. Beaulieu Canada and its suppliers make no other warranty or condition of any kind, whether expressed or implied warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose. Beaulieu Elite members benefit from the "60 Days No Questions Asked" replacement warranty.

 

THE RETAILER'S DUTIES

The Retailer accepts and agrees to abide by the following terms and conditions:

 

Annual Purchases 

All Beaulieu Canada Retailers known as Beaulieu Elite members commit to annual purchases of $100,000 in total, allowing them to benefit from all the program's advantages herein. If the annual amount has been reached, the Retailer will automatically qualify for the same program status in the following year. 

 

If the Retailer has not reached $100,000 in annual purchases, he will be offered a one (1) year grace period at the same Beaulieu Elite status. If at the end of the second year, the minimum requirements have still not been met, the Retailer will lose his Beaulieu Elite status for the following year.

 

As of January 2022, if a Beaulieu Elite Retailer exceeds purchases of over $200,000 in 2021, he will be automatically upgraded to Beaulieu Premier if he agrees to pay a monthly fee of $200. As of 2022, if a Beaulieu Elite Retailer reaches over $200,000 in purchases during the year, he will be automatically upgraded to Beaulieu Premier on January 1 of the following year if he agrees to pay a 200$ monthly fee and replace all his showroom displays with the new Beaulieu branded displays (a total of 14 new Beaulieu branded displays are required).


 

Conduct of the Business

The Retailer will at all times conduct the Business in a manner reflecting a genuine concern for the customer’s continued satisfaction and patronage, including, without limitation, responding promptly and forthrightly to all customer inquiries and complaints.

 

Goodwill

In all the Retailer’s activities, the Retailer shall protect and enhance the good name and reputation of the Beaulieu Canada as herein set forth.

 

Showroom Package

The Retailer will purchase and display Beaulieu Canada's showroom package as outlined here: 14 displays of various product categories (3 carpet displays, 2 laminate displays, 3 luxury vinyl displays, 2 engineered luxury vinyl displays, 2 engineered hardwood displays, 2 sheet vinyl displays). 

 

Showroom Floor

The Retailer is entitled to up to 500 square feet of hard surface products and 100 square yards of Canadian-made carpet at 40% off Beaulieu Canada price list.

   

Payment

The Retailer shall pay the monthly program fees.

 

Licensed Marks

The Retailer will use and display the Licensed Marks only in the manner from time to time authorized by Beaulieu Canada.

 

Buying Groups

The Retailer cannot be part of any other buying group.

RELATIONSHIPS

The Retailer is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute the Retailer, or any of its agents or employees, as an agent, employee, partner or authorized spokesperson or representative of or for Beaulieu Canada. Without limiting the generality of the foregoing, the Retailer shall have no right to represent itself as a representative of Beaulieu Canada nor shall it bind Beaulieu Canada in any manner whatsoever.

 

LICENSED MARKS

Beaulieu Canada has developed the program and owns and uses certain trade names, trademarks and service marks, together with associated logos and symbols for the operation of the program (hereafter the "Licensed Marks"). Beaulieu Canada grants to the Retailer the non-exclusive right to identify itself as a Beaulieu Canada authorized Retailer and to display the Licensed Marks in an approved manner and solely in connection with the operation of the Business and the sale and installation of the Products. The Retailer acknowledges Beaulieu Canada's right to regulate the use of the Licensed Marks as well as other aspects of the Beaulieu Elite program as it may wish at its discretion from time to time. The Retailer shall promptly notify Beaulieu Canada in writing of any attempt by any person or legal entity to use the Licensed Marks or other rights of the program, any colorable variation thereof, or any other mark, name of indicia in which Beaulieu Canada has or claims a proprietary interest, including anything confusingly similar therewith.


TERMINATION OF AGREEMENT

This Agreement may be terminated as follows:

 

The Retailer may terminate this Agreement, without any right to claim damages or other liabilities from Beaulieu Canada, in the event that Beaulieu Canada is in default hereunder and provided such default is not cured within thirty (30) days following receipt of written notice thereof from the Retailer.

 

Beaulieu Canada may immediately terminate this Agreement by providing written notice of termination to the Retailer for any of the following reasons:

 

Any change, whether voluntary or involuntary, due to death, incapacity or otherwise in the ownership control or active management of the Retailer without the prior written consent of Beaulieu Canada, which consent may be withheld at Beaulieu Canada's absolute discretion.

 

Any actual or attempted assignment of this Agreement, or any right or obligation hereunder, by the Retailer.

 

The insolvency of the Retailer, the filing of a voluntary or involuntary petition in bankruptcy, proposal, notice of intention to file a proposal, any arrangement of notice thereof or appointment of a receiver or trustee of the Retailer’s Business assets, or the execution by the Retailer of an assignment for the benefit of creditors or the occurrence of such insolvency, bankruptcy, receivership, trusteeship or assignment by or as to any general partner of the Retailer (if the Retailer is organized as a general partnership) or the dissolution, liquidation or winding-up of the Retailer or its Business or the sale of all or substantially all of the Retailer’s assets or Business, or the taking of any steps towards such dissolution, liquidation or winding-up.

 

The failure to perform or observe any of the other obligations or conditions imposed upon the Retailer by this Agreement, or in any addendum identified herein, which failure has not been remedied within thirty (30) days after written notice specifying such failure has been sent by Beaulieu Canada to the Retailer.

 

The failure of the Retailer to comply with any laws or to obtain any license required to be complied with or obtained in order to carry out the Retailer’s obligation under this Agreement, or the revocation or suspension of any license.

 

Any unauthorized use of Beaulieu Canada's trademarks or trade names.

 

Any other act or failure by the Retailer which, in the opinion of Beaulieu Canada, acting reasonably, derogates from the spirit of this Agreement or has an adverse effect upon the goodwill or the reputation of Beaulieu Canada.

 

Immediately upon termination of this Agreement, by whichever party and whether with or without cause, the Retailer shall stop the use of all Licensed Marks. Except as specifically authorized herein, the Retailer shall not make use of any trademarks or trade names and associated Products, samples, displays, advertising or any other program collateral. Any authorization granted may be withdrawn by Beaulieu Canada at any time and in any event shall cease upon termination of this Agreement.


RESERVATION OF OWNERSHIP

Title to and ownership of all present and future samples, displays, brochures as handouts, Products and similar tools developed from time to time by Beaulieu Canada and sold to the Retailer from time to time shall remain the property of Beaulieu Canada.

 

NOTICES

Any notices required or permitted by this Agreement or given in connection herewith shall be in writing and may be by personal delivery or certified mail, return receipt requested, postage prepaid. Notices to Beaulieu Canada shall be delivered or addressed to the address herein below indicated. Notices to the Retailer shall be delivered or addressed to the Retailer’s address. Either party may write a notice designating a different address to which subsequent notices shall be sent.

 

GOVERNING BY LAW

It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of Quebec. If any provisions of this Agreement are contrary to, or its performance is prohibited by any applicable local, state, provincial or federal law or regulation, such provisions shall be deemed severable and only the performance of such provisions shall be suspended accordingly, and all other provisions of this Agreement shall remain in full effect.

 

EXPENSES

Should any party breach this Agreement, in addition to all other remedies available at law or in equity, such party shall pay all of the other party’s costs and expenses resulting therefrom or incurred in enforcing this Agreement, including legal fees, except where herein expressly provided to the contrary.

 

INDEMNIFICATION

The Retailer agrees to indemnify, defend and hold Beaulieu Canada harmless from and against any and all claims, proceedings, actions, losses, costs, damages or expenses, including reasonable legal fees, arising out of or relating to the operation of the Business or the failure of the Retailer to perform any covenant hereunder, or for any accident, injury or damage to person or property occurring in or near the Retailer’s premises.

 

LIMITATIONS OF LIABILITY

In no event will Beaulieu Canada be liable for any losses of the Retailer or otherwise on account of interruption of the Business, losses of anticipated profits, or any other incidental, special, penal, punitive, consequential, direct or indirect damages. Further, in no event shall Beaulieu Canada have any responsibility with respect to any disputes between the Retailer and any manufacturer or distributor of floor covering products, whether relating to the quality of such floor covering products or otherwise.

 

ENTIRE AGREEMENT

This Agreement contains the entire Agreement and understanding by and between the parties, and no representations, promises, agreements, or understanding, written or oral, not contained herein shall be of any force or effect. No valid waiver of any provisions of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at any other time. Headings in this Agreement are inserted for the convenience of the parties and shall not in any manner affect the interpretation hereof.

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