Dealer Policies & Procedure Table of Contents Dealer Requirements 1 Pricing 2 Payment 2 Discount Structure 3 Shipping 4 Products 4 Returns & Exchange 5 Warranty 5-6 Amendment 7 Contact Us 8 Dealer Consent Form 10 4 Dealer Requirements Dealers are independent contractors engaged in purchasing Innov8tive Designs, Inc Products for resale to Dealer’s customers. Dealers and their employees are not agents or legal representatives of Innov8tive Designs, Inc for any purpose, and have no authority to act for, bind or commit Innov8tive Designs, Inc. Dealers and Innov8itve Designs, Inc agree that this Agreement does not establish a franchise, joint venture, partnership or Dealer exclusive. Any commitment made by Dealer to customers with respect to quantities, delivery, modifications, interfacing capability, suitability of Product, or suitability in specific applications will be the Dealers sole responsibility unless prior written approval is obtained from Innov8tive Designs, Inc. All prospective Innov8tive Designs, Inc dealers must meet ALL of the following requirements: License- All dealers must operate with in United States, and/or Mexico. All US Dealers must possess a current resale license for their state of operation if required and a current Federal Tax Identification in good credit standing. Possess a general knowledge about the electric R/C hobby and products sold Plan to abide by all policies and procedures set by Innov8tive Designs, Inc Sales-Dealer shall use its best efforts to promote and sell the products at retail and to maintain and promote the goodwill of Innov8tive Designs, Inc. Display-Dealer shall display and sell the Products only from the retail locations, online stores or pre-approved locations. Legal-Dealer shall comply with all applicable present and future federal, state, county and local laws, ordinances and regulations in connection with its promotion and sale of the Products. 1 Pricing Wholesale Price- Dealers will purchase Innov8tive Designs, Inc Products at the prices determined by Innov8tive Designs, Inc, minus the discount level they qualify for. Changes- In the event of a price increase Dealers will be notified in a timely manner, and given the opportunity to cancel any unshipped orders affected by price increase. Retail Price-Dealer has the right to determine its own resale prices; however they may not reduce the price by more than 5% of the Suggested Retail Price by Innov8tive Designs, Inc. Any Dealer that violates this policy will be asked to change their pricing immediately and if changes are not made in a timely manner, Innov8tive Designs, Inc reserves the right to immediately terminate this Dealer Agreement. Kit manufactures that wish to bundle products must gain special permission from Innov8tive Designs, Inc for pricing outside these standards. End of life-Dealers will be given new pricing guidelines for products that will no longer be manufactured to ensure depletion of old stock. Payment All Dealer orders will require payment in advance by credit card, check, money order, direct deposit, or Pay Pal unless special credit arrangements have been agreed to and approved by Innov8tive Designs, Inc. If credit is approved, then payment is due within ten (10) days from the date of shipment. Invoices not paid within thirty (30) days will incur a service charge [at the rate of 1.5% per month] on any outstanding overdue balance. Notwithstanding any other terms or provisions of this agreement, should Dealer default in payment of the purchase price when due, or fail to comply with any provisions of this Agreement, Innov8tive Designs, Inc may cancel the sale of such Products or enforce the terms of such sale, and take such action as it may deem necessary to protect its interest, it being understood that the remedies contained in this section are cumulative and in addition to all other rights and remedies of Innov8tive Designs, Inc. 2 Shipping All orders will be sent by USPS in the most economical packaging and rate, unless UPS are requested, and only if dealer possesses a billable account with said other postal carrier. Innov8tive Designs, Inc shall not be liable for any losses or damages, direct, or indirect, special, consequential, incidental or otherwise, that may arise out of any failure or delay in the delivery of any Innov8tive Designs, Inc Products. Dealers will have the option to purchase insurance through postal carriers. The Dealer shall immediately notify Innov8tive Designs, Inc in writing of any claims for freight related damages to any Product of which the Dealer has knowledge. Furthermore, Dealer is responsible for verifying all shipments for accuracy, and to report any discrepancies in a timely manner. Innov8tive Designs, Inc will review said claims and will decide who is responsible for the discrepancy and if new product and/or return of products will be paid by Dealer or Innov8tive Designs, Inc. Dealers may cancel a shipment at anytime prior to shipping; if package has already shipped, dealer will be responsible for shipping costs and return shipping costs. Any change requests for a scheduled shipment can be made at no charge until packaging of said order. If order has already been packaged, any additional items will be sent in an additional order and dealer will be responsible for shipping costs. Products Availability- Innov8tive Designs, Inc reserves the right to allocate inventory among its dealers at its discretion, based on availability. Changes- Innov8tive Designs, Inc shall have the right, at any time to effect changes in, or to discontinue the manufacture of, any of its products, as well as any component parts thereof or accessories thereto, without incurring any liability to the Dealer. Alterations- Unless prior consent is granted by Innov8tive Designs, Inc, Dealers will not alter, remove, add, or modify any Innov8tive Design Products or packaging. Any alterations will void all warranties, returns or exchanges possible for said Products. Any products returned, exchanged or warranted that are found to be altered will be returned to Dealer at Dealers expense and no replacement will be sent. Custom Orders- All custom orders must be pre-approved by Innov8tive Designs, Inc and paid in full when order is placed. Shipment and arrival of custom orders can vary. All custom motor sales are final. Design and drawings are available upon request, prices vary. 3 Returns & Exchange Returns/exchanges will only be accepted on currently manufactured products and only unused, new in box items. Any returns within thirty (30) days will be given cash refunds and/or store credit. Any returns/exchanges past thirty (30) days will only be given store credit. All items returned/exchanged must have original receipt, and receive prior approval by Innov8itve Designs or items will be returned at the Dealers expense and no credit shall be awarded. For DOA products please see warranty policy. Warranty Dealer has no authority to modify the warranty contained in this Agreement or to make any other commitments on behalf of Innov8tive Designs, Inc , and Dealer will withhold Innov8tive Designs, Inc from liability for any such modified warranty or other commitment by Dealer. Dealer may not warranty products without prior consent from Innov8tive Designs, Inc. Warranty Duration- Scorpion Brushless Motors, Speed Controllers and Power System Accessories are built to the highest possible standards, utilizing state-of-the-art manufacturing equipment and processes. These Products are designed to provide the Purchaser with the finest quality electric power system currently available, and are warranted against defects in materials and workmanship by Scorpion Power Systems to the original owner for a period of: 2 years from the date of purchase for Brushless Motors, and 1 year from the date of purchase for Speed Controllers. Ownership - This warranty is limited to the original Purchaser of the product, and is not transferable. Repair or replacement of the Product, as provided for under the terms of this Warranty, is the exclusive remedy of the Purchaser. This warranty only covers Products that are purchased from an authorized Scorpion Distributor or Dealer. Third party transactions, or purchases made from an unauthorized seller or Retail Outlet are not covered by this warranty. Proof of purchase, with a dated receipt, will be required for all warranty claims. Furthermore, Scorpion reserves the right to change or modify this warranty at any time, without notice, and disclaim all other warranties, express or implied. Limitations - Scorpion makes no warranty or representation, expressed or implied, about the use of the Product, or its fitness for a particular application. It is the responsibility of the purchaser alone to determine the suitability of the Product for their particular purpose, and that it will meet the requirements for the Purchaser’s intended use. Purchaser Remedies - Scorpion's sole obligation shall be, at its option, to either repair or replace, any Product that is determined by Scorpion, or their authorized Distributor, to be defective. In the event of a defect, these are the Purchaser's exclusive remedies. Scorpion, or one of their authorized Distributors, reserves the right to inspect any and all equipment involved in a warranty claim. Repair or replacement decisions are at the sole discretion of Scorpion, or their authorized Distributor, and will be final. This warranty does not cover cosmetic damage, acts of nature, accident, misuse, abuse, negligence, commercial use, or modification to any part of the Product. This warranty does not 4 cover damage due to improper installation, operation, maintenance, or attempted repair by anyone other than Scorpion or one of their authorized Distributors. Return of any goods by the Purchaser must be approved in writing by Scorpion or one of their authorized Distributors prior to shipment, and must be accompanied by a properly completed RMA form. Any products sent in without proper authorization and proper documentation will be discarded. Damage Limits- Scorpion shall not be liable for any damages, either indirect or consequential, any loss of profits, production or commercial, or be liable for the loss, or loss of use, of any other products used in association with Scorpion Products. Furthermore, under no circumstances shall the liability of Scorpion exceed the individual retail price of the Product on which liability is asserted. Since Scorpion has no control over the setup and use, final assembly, modification, or misuse of the Product, no liability shall be assumed nor accepted for any resulting damage or injury. By the act of use, setup or assembly of the Product, the user accepts all resulting liability. If you as the Purchaser or user are not prepared to accept the liability associated with the use of this Product, you are advised to return this Product immediately in new and unused condition to the place of purchase for a full refund of the purchase price. Safety Precautions- These Products are a sophisticated item, and not a toy. It must be operated with caution and good common sense, and requires some basic mechanical and electrical ability. Failure to operate this Product in a safe and responsible manner could result in injury or damage to the Product and/or other property. This Product is not intended for use by children without direct adult supervision. Questions & Assistance- Your local hobby store and/or place of purchase cannot provide warranty support or repair. Once assembly, setup or use of the Product has been started, you must contact Scorpion or one of their authorized Distributors directly. This will enable Scorpion to better answer your questions and service you in the event that you may need any assistance. For questions or assistance, please direct your email to info@scorpion.com.hk, or call (852) 2851-3513 in Hong Kong to speak to a service agent, or call your local authorized Scorpion Product Distributor from the list found at http://www.scorpionsystem.com/where_to_buy/ Returns & Shipping- The Purchaser shall be responsible for the shipping costs incurred to send the product in for warranty service, and if the warranty is found to be valid, Scorpion, or their authorized Distributor, will be responsible for shipping costs to return the product to the Purchaser. Please be advised that repair or replacement stock is subject to availability. At times there may be significant delays in processing warranty claims due to unavailability of products, replacement parts or other factors beyond our control. We will always do our best to process warranty claims in a timely manner, but please be aware that seasonal variations in workload and product availability can adversely affect the turn around time of warranty processing. Pack the Product securely using a shipping carton to insure that it is not damaged in shipping. Please note that original boxes may be included, but are not designed to withstand the rigors of shipping without additional protection. Ship via a carrier that provides tracking and insurance for lost or damaged parcels, as Scorpion is not responsible for merchandise until it arrives and is accepted at our facility. Any products that are lost in shipping to Scorpion are the sole 5 responsibility of the Purchaser. A Service Repair Request is available by Email from the Scorpion Product Distributor for your country. If you do not have internet access, you may contact your local Distributor by phone, and the appropriate paperwork will be mailed to you. Your original sales receipt must also be included for warranty consideration. Be sure your name, return address, and RMA number are clearly written on the outside of the shipping carton when the product is sent in. Failure to include the proper documentation will delay the processing of your order, and products returned without proper proof of purchase will not be eligible for warranty service. Crash Warranty- In addition to the warranty that protects the Products against defects in materials and workmanship, Scorpion shall also provide a “Crash Warranty” policy, to the original owner, for the life of the Product. Under the Crash Warranty Policy, if a Scorpion product is damaged by crash, accident or misuse, Scorpion will replace the product with a new model at 50% of the published retail price for that Product. It is the Purchaser’s responsibility to return the damaged Product to Scorpion, or one of their authorized Distributors, for inspection. The Purchaser shall be liable for all shipping costs incurred, both to and from the repair facility, the 50% of the retail price of the products, and any sales tax on the product where applicable. Written authorization must be provided by Scorpion, or their authorized agent, before any Product is shipped back for repair or replacement. If the product returned has gone out of production, or is no longer available, Scorpion, or their authorized Distributor, reserves the right to substitute a similar product of equal or higher value as a replacement. For a complete listing of Scorpion’s authorized Distributors, please visit the following website: http://www.scorpionsystem.com/where_to_buy/ Non-warranty Repairs- Should your repair not be covered by warranty, the repair will be completed and payment will be required. Before any non-warranty work is started, the purchaser will be notified with an estimate of the repair costs. If the repair costs exceed 50% of the retail value of the product, then the purchaser will be eligible for coverage under the Scorpion Crash Warranty policy described earlier. Non-warranty repair estimates will be billed a minimum of ½ hour of labor. In addition to any charges for parts or labor, the Purchaser will be billed for return freight. Scorpion accepts payment by PayPal as well as Visa, MasterCard, American Express, and Discover cards. If you choose to pay by credit card, please include your credit card number and expiration date. Any repair items left unpaid or unclaimed after 90 days will be considered abandoned and will be disposed of accordingly. Amendment Innov8tive Designs, Inc may, from time to time, give Dealer written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement on the effective date specified in the notice unless Dealer objects in writing within Ten (10) business days of the notice date. Each party acknowledges that the other has made no commitments regarding duration or renewal of this Agreement without cause, at any time upon thirty (30) days written notice. If Innov8itve Designs determines that Dealer is deficient in meeting responsibilities under this Agreement, Innov8tive Designs, Inc my provide written notice of such deficiencies and establish a reasonable period of time, not to exceed sixty (60) days, in which Dealer may remedy such deficiencies. If Dealer does not remedy the deficiencies, Innov8tive Designs may terminate this Agreement at its discretion. 6 Contact Us Innov8tive Designs Inc. 1495 Poinsettia Ave., Suite 144 Vista, CA 92081 760-468-8838 760-305-7749 FAX Email Directory Technical Information/Warranties: Support@innov8tivedesigns.com Accounting: Accounting@innov8tivedesigns.com Orders/Account Setup/Billing: Orders@innov8tivedesigns.com Shipping: Shipping@innov8tivedesigns.com Custom Orders: CustomerService@innov8tivedesigns.com 7 8 Innov8tive Designs Dealer Consent Form This Dealer Policies and Procedures has been prepared for your information and understanding of the policies, philosophies and practices of Innov8tive Designs. Please read it carefully. Upon completion of your review of this document, sign the statement below, and return it to Innov8tive Designs by the due date. I, _______________________________, of _______________________________________ have received and read a copy of the Dealer Policies and Procedures, which outlines the goals, policies, procedures and expectations of Innov8tive Designs, as well as my responsibilities as a Dealer. I have familiarized myself with the contents of this document. By my signature below, I acknowledge, understand, accept and agree to comply with the information contained in the Dealer Policies and Procedures provided to me by Innov8tive Designs. I understand that the Dealer Policies and Procedures is not a contract of employment and should not be deemed as such. ______________________________________ (Owner/Manager signature) ______________ Date Please Note: This document is mandatory for all dealers and required to maintain an active account. 9