Wholesale Distribution Agreement

Wholesale Distribution Agreement


This agreement ("Agreement") is entered into:


BETWEEN: Becoming Art Inc. of 867 West 8th Avenue, Vancouver, British
Columbia, V5Z 1 E3, represented by Mike Hanson


(Herein called the Wholesaler)


AND:
Made in Art of 4095 Saint-Laurent Boulevard, Montreal,
Quebec, H2W 1Y7, represented by its President, David Farsi,


(Herein called the Company)


WHEREAS, the Company sells a collection of numerical images by David Farsi and related products;


WHEREAS, the Wholesaler is in the business of reselling art work to purchasing departments and retailers;


THEREFORE, in consideration of the following conditions set for this Agreement, the parties agree to the following.


1. DEFINITIONS


"Customer" means an end user of a Product.


"Products" means the image sizes made available by the Company to its wholesalers, distributors and resellers, a list of which is attached as Exhibit A. A Product may be a numerical image (piece, of art), a standard product (such as a frame) or any combination of those.


2. TERMS


2.1 Appointment


The Company hereby appoints the Wholesaler, and the Wholesaler accepts such appointment, to act as a wholesaler of Products towards Purchasing Departments and Retailers which resell Products to their own Customers. Sale of Products to other wholesalers or wholesaler's affiliates is strictly prohibited. The wholesaler will only sell the Products to his Retail Network, and will not market or sell the Products using any Internet site or mail order catalog without specific: written authorization from the Company.


2.2 Wholesale prices


The wholesale prices paid by the Reseller to the Company for Products shall be as set forth in Exhibit A. The Company shall have the right, at any time, to change, alter, or amend Product prices upon written notice. Prices are exclusive of all taxes, insurance, and shipping and handling charges, which are the Wholesaler's sole responsibility.


3. PRODUCT SAMPLES AND SELLING TOOLS


The Wholesaler is provided by the Company a set of Products and selling tools, as described in Exhibit B, to be used in the sole purpose of showing, demonstrating and selling the Product.


Such product samples and selling tools are of the sole responsibility of the Wholesaler.


In case of breach of this Agreement, and upon written request of the Company, or upon termination of this Agreement, the Wholesaler shall return the products in good condition to the Company.


4. ORDERING AND PAYMENT PROCESS


4.1 Processing of orders


Orders shall be taken by the Wholesaler from his Clients and forwarded via email to both the company and the Company Representative namely Craig Hartman.


The Company Representative shall be responsible for acknowledging receipt of order and obtaining acceptance and terms of delivery from the Company.


Products will be delivered by specified courier with a specified delivery time to be forwarded to the Wholesaler or available for pick-up within five (5) working days from receipt of order and payment by Wholesaler of fifty percent (50%) of the order total value. Balance upon delivery and inspection of product(s).


4.2 Shipment


All freight, insurance and other shipping expenses from Delivery Point, as well as any expenses related to the Wholesaler or Retailer's special packing requests will be borne by the Wholesaler or Retailer unless otherwise agreed to in writing by the Company.


4.3 Payments


Terms of payment shall be agreed upon for every order taken. First orders taken will necessarily require a down payment equivalent to forty percent (40%) of the total order value: balance of payment on those orders will be due and payable by Wholesaler in full C.O.D. upon receipt or pick-up.


Payments shall be done directly by Wholesaler to the Company using one of the following means: wire transfer, direct deposit or credit card.


5. DEFECTIVE PRODUCT RETURNS


Returns of defective Products will be accepted by the Company when the Company authorized carriers are used. Return shipment charges via unauthorized carriers and all customs or broker's fees are the responsibility of the Wholesaler or Retailer. The Company reserves the right to charge back to the Wholesaler or Retailer shipping charges incurred on those Products which were returned as defective and no fault was found.


6. WHOLESALER'S OBLIGATIONS


6.1 Exhibition and promotion


The Wholesaler agrees (i) to clearly present the Products as "David Farsi" art or such other title as may correspond to the standards of the Company, (ii) to transport, handle, care for, and display the Products in a manner consistent with the quality of the Products, (iii) to assure that retailers maintain their Exhibit Outlet as a first-class facility, and (iv) to aggressively market the Products.


6.2 Wholesaler's covenants


The Wholesaler will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of the Company; (ii) avoid deceptive or misleading practices that are or might be detrimental to the Company or the Company Products; (iii) make no false or misleading representations with regard to the Company or the Company Products; (iv) not publish or cooperate in the publication of any misleading or deceptive advertising material with regard to the Company or the C ...