Dealer Terms and Conditions

The following sets forth the terms and conditions pursuant to which Norms Studio GRP, INC (“we,” “our,” “Vendor,” “Norms” or “Norms Studio”) provides Motion Picture Equipment to Dealer, and is referred to below as this “Agreement.” When a dealership (referred to below as “you,” “your,” “Dealership” or “Dealer”) submits to Norms any order form, or purchase order, for purchasing Equipment or other products and/or services and Norms accepts it (an “Purchase Order” or “PO”), this Agreement will govern the provision by Norms of the products and/or services specified in that Purchase Order to the Dealer as well as the terms and conditions between the parties.

1(A) Pricing: Dealer shall have up to 35% off list price on Norms Studio GRP, INC Products. Once the Dealer’s annual sales exceeds $20,000, the Vendor can reevaluate the Dealer for an increased discount of up to 40% off the list price.

1(B) Price protection: Should the Vendor lower the dealer net price on any product(s), price protection shall be provided to Dealer for all product(s) that Dealer has in stock on the date of the change. Vendor shall not sell its products below 25% of the List price , unless a coordinated special sales event has been initiated by Vendor on specific product(s) for a specified time period. Dealer’s will be notified at least 10 days prior to the event for preparations. This Price Protection Policy does not apply to Vendor’s Ambassadors, Affiliates, Distributors, and Major Rental Houses. Nor does it apply to factory refurbished products.

 1(C) Minimum Advertised Pricing (MAP): Dealer shall not promote or advertise any product at more than 25% off list price. This includes, but is not limited to, emails, print media, online marketplace or auction services (ex. EBAY, Amazon, or similar websites), except as may be expressly consented to by Norms Studio GRP, INC in writing and in advance. It is understood that Norms Studio GRP, INC may withdraw its consent at any time.

1. Purchase Orders: Vendor requires written purchase orders for all purchases. Only Dealer’s purchasing department personnel are authorized to order merchandise. Any authorized changes in service type (i.e. changes in delivery destination, shipping method etc.) will be updated and re-sent with the changes on the PO itself.
2. New Products: Upon delivery of the new product(s), Vendor’s sales representative will reach out to Dealer’s retail locations within 7 days to assist with the proper set up and presentation of the products. If a dealer purchased demo units, the Vendor’s sales representative will provide training on the use and operation of the product(s). Training can be accomplished in person, via stream, or through training videos, user manuals and other materials.
3. Demo Products: Should the Vendor determine that the Dealer would benefit from a demo product, Vendor, at its sole discretion, may provide one of each product at 50% off retail price. Such product(s) can only be used as a demo unit. Subsequent purchases of these products will be at Dealer discounted price as defined in 1(A).

5(A) Payment terms: Norms Studio GRP, INC shall submit an invoice to Dealer upon each shipment of Product ordered by Dealer. The invoice shall cover Dealer’s cost for the Product(s) in a given shipment plus any freight, taxes and other applicable costs initially paid by Norms Studio GRP, INC  but to be borne by Dealer. The full invoiced amount shall be paid by Dealer at or prior to delivery of all Products. Credit terms, when approved by Norms Studio GRP, INC in writing, require payment within thirty (30) days of the date of invoice plus a late payment fee of 1.5% per month, or lesser amount required by law, on amounts not paid within such thirty (30) days. Dealer shall pay all of Norms Studio GRP, INC's costs and expenses (including reasonable attorneys’ fees) to enforce and preserve Norms Studio GRP, INC's collection rights under this Agreement. For Dealer’s telephone orders using a credit card, this Agreement constitutes Dealer’s signature (or its ordering party’s signature) on file with Norms Studio GRP, INC. 

5(B) Outstanding credit balances : Each year-end, as of December 31 st, any funds owed to Dealer will be paid out in the form of a check and sent to Dealer within 30 days. 

5(C) Stock Balance Returns: Every 90 days the Vendor’s sales representative and Dealer’s buyer shall go through a hot/cold report (fast moving and slow-moving items). A sell-through plan will be devised for items which are over 90 days old but under 180 days old. At Dealer’s discretion, Items which are still slow moving after an additional 90 days, will be counted & returned to Vendor for a stock balance credit.

6(A) Defective Returns: Dealer will be issued a blanket RMA (Return Merchandise Authorization) which Dealer shall use for all defective returns. Vendor understands that some defects are not discovered until after a customer purchases and uses the item. Dealer may accept returns of such items from customers up to 30 days from the date of sale. Credit shall be issued for defective returns. 

6(B) Ship shortages: In the event that there is a shortage of a shipment, Dealer will inform the vendor within 72 hours. In the event that a packing slip does not arrive with a shipment, the shortage may not be discovered until accounting reconciles the invoice, however Dealer will make every effort to notify the vendor in as timely a manner as possible. Invoice will be short paid accordingly.

6(C) Damaged shipments: Shipments which Dealer identifies as obviously damaged will be refused back to the shipper at the Vendor’s expense. If, after receipt, hidden damages are discovered, a photo will be sent to the Vendor. Vendor shall provide a call tag at Vendor’s expense.

6(D) Wrong item/Over-shipments: Should a vendor accidentally ship a product that is not on Dealer PO, or over-ship, Vendor shall supply a call tag at Vendor’s expense if the Dealer’s buyer does not choose to keep the product.

6(E) Freight charges: Dealer will pay shipping/freight charges to Dealer’s location. Vendor, at its sole discretion may choose to deliver the product/s to the Dealer’s designated location. Vendor will add shipping charges to the Dealer’s invoice. Vendors shipping charges shall be reasonable and at comparable market rates.

1. Minimum Sales Requirement: Dealer is required to make an annual gross sales minimum of $20,000 by the end of year one from the Dealer Agreement anniversary date. If the dealer fails to meet the minimum gross sales requirements, vendor holds the right to revoke and/or change Dealer’s status and terms.
2. Amendment Clause: Dealer’s discount rate and dealer status is subject to change based on annual sales, its representation of Norms Studio GRP, INC as well as but not limited to policy changes in the company. Dealer will be notified in writing of any changes by december 31 of each year. Vendor has the right to revoke dealer status to Dealer if dealer fails to meet the terms of this agreement.

9(A) Marketing Activities: Except as otherwise set forth herein, Dealer shall be solely responsible for all costs and expenses related to advertising, marketing, promoting and selling the Products. Dealer shall use its best efforts to promote with honesty, and vigorously, the marketing and sale of the Product(s) to realize the maximum sales potential for the Product(s). If Norms Studio GRP, INC so elects, Dealer agrees to sell to Norms Studio GRP, INC, all rights to the marketing materials, designs or publicity developed by or for Dealer at a price equal to Dealer’s actual cost. If Dealer wishes to create its own marketing materials, Dealer shall, prior to its use of such materials, submit such materials to Norms Studio GRP, INC for approval, which shall not be unreasonably withheld. Norms Studio GRP, INC will review such materials promptly. Dealer warrants that all documentation and/or verbal descriptions related to Products made by or for Dealer shall be accurate and made in a professional manner. Dealer shall not modify the written warranties of Norms Studio GRP, INC relating to the Products.

9(B) Trademarks and Trade Names. During the term of this Agreement, Dealer shall have the right to indicate to the public that it is an authorized Dealer of Norms Studio GRP, INC Products and to advertise such Products under the Trademarks and Trade Names that Norms Studio GRP, INC may adopt from time to time (“Trademarks and Trade Names”), provided that all representations of the Trademarks and Trade Names that Dealer intends to use shall first be submitted to Norms Studio GRP, INC for approval (which shall not be unreasonably withheld). Nothing herein shall grant to Dealer any right, title or interest in or to the Trademarks and Trade Names. Upon termination of this Agreement, Dealer shall immediately cease to use same.

9(C) That any and all use of the Norms Studio GRP, INC Trademark and logo shall be used in accordance with Norms Studio GRP, INC's Standards.

1. Dealer shall acquire and maintain, at Dealer’s own expense, liability insurance in amounts reasonably satisfactory to Norms Studio GRP, INC, to cover all activities of Dealer.

11(A) Dealer agrees to conduct its business operations in compliance with all applicable Federal and State laws, rules and regulations and refrain from unethical false or misleading advertising, promotions and sales efforts.

11(B) Adherence: The Dealer acknowledges that any violation of this Agreement will lead to an immediate suspension or cancellation of the Dealer Agreement. Reinstatement of the Agreement following any such violation will be solely at the discretion of Norms Studio GRP, INC. 

11(C) Termination for Cause. 1. If either party defaults in the performance of any provision of this Agreement the non-defaulting party may terminate this Agreement without prior notice. Without limitation, Dealer’s failure to provide proper support to a customer shall be cause for termination. 2. This Agreement shall terminate, without notice, (i) upon the institution by or against Dealer of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Dealer’s debts, (ii) upon Dealer’s making an assignment for the benefit of creditors, (iii) upon Dealer’s dissolution, or (iv) upon the sale, transfer, hypothecation or other disposition of fifty percent (50%) or more of the stock or ownership of Dealer.(v) This agreement may be terminated immediately by Norms Studio GRP, INC if Dealer commits a material breach or default of this Agreement.

11(D) Termination for Convenience. Either Norms Studio GRP, INC or Dealer may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party.

11 (E) Effect Termination. Upon termination of this Agreement for any reason, Norms Studio GRP, INC shall not be liable to Dealer for, and Dealer hereby expressly waives all rights to compensation, indemnities or damages of any kind, whether on account of the loss by Dealer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason. Upon termination of this Agreement for any reason whatsoever, Dealer shall immediately pay or cause to be paid to Norms Studio GRP, INC all amounts owed to Norms Studio GRP, INC. Late payment fees shall apply from the effective date of termination. In addition, Norms Studio GRP, INC shall have the right to purchase, at its sole election, and Dealer shall deliver C.O.D. within 10 days of the date when notice of such election is sent, any or all Products in Dealer’s inventory or control at cost paid by Dealer less Norms Studio GRP, INC applicable restocking fee and plus any credits in Norms Studio GRP, INC's favor. As to any Products not repurchased by Norms Studio GRP, INC, Dealer shall have the right to dispose of such products in the regular course of its business.

11(F). Return of Materials. All designs, drawings, photographs, samples, literature, and sales aids of every kind relating to Norms Studio GRP, INC Products shall remain the property of Norms Studio GRP, INC . Within ten (10) days after the termination of this Agreement, Dealer shall ship such items to Norms Studio GRP, INC as Norms Studio GRP, INC may direct, at Norms Studio GRP, INC expense. Dealer shall not make or retain any copies of any “Confidential Information,” which may have been entrusted to it.

12(A) Rights and Confidentiality Proprietary Rights: Dealer agrees that Norms Studio GRP, INC owns all right, title, and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets (“Proprietary Rights”) relating to the design, manufacture, operation, documentation or service of the Products and all translations thereof. The use by Dealer of any of these Proprietary Rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization shall cease. 

12(B). Confidentiality: Each party hereto acknowledges that by reason of its relationship to the other herein it will have access to certain information and materials concerning the other party’s business, plans, customers, technology and products that are confidential and of substantial value to such party, which value could be impaired if such information were disclosed to third parties. Without limiting the foregoing, each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any information received. Each party shall protect the confidential nature of such Confidential Information with at least the level of care it takes to protect its own confidential information of similar value, but in no event with less than reasonable care.

12(C) Injunctive Relief. The parties agree that any violation by Dealer of any of the proprietary rights or confidentiality restrictions set forth in this Section 7 could cause Norms Studio GRP, INC irreparable harm without adequate remedy at law. Norms Studio GRP, INC shall be entitled to seek injunctive relief against any such violation or intended violation by Dealer.

12(D) Independent Contractors. Norms Studio GRP, INC and Dealer are independent contractors. Nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint venture partners, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Dealer to create or assume any obligation on behalf of Norms Studio GRP, INC for any purpose whatsoever.

12(E). Indemnity. Dealer shall be solely responsible for, and shall indemnify and hold Norms Studio GRP, INC free and harmless from any and all claims, damages or lawsuits (including attorneys’ fees) arising out of the acts or omissions of Dealer, its employees or agents and from any claims or liabilities arising out of, or connected to, any breach by Dealer of its obligations under this Agreement, including, without limitation, any penalties, interest, attorneys’ fees and disbursements incurred by Norms Studio GRP, INC or any person relying upon Dealer’s obligations under this Agreement.

12(F) Governing Law. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of California, without reference to conflict of laws principles

12(G) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and merges all prior discussions between them. No modification of, or amendment to this Agreement shall be effective unless in writing and signed by Norms Studio GRP, INC. Notwithstanding anything to the contrary, Norms Studio GRP, INC may modify the terms, upon 30 days prior notice, given in a fax, letter, electronic mail or other notice.

12(H) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by mail, addressed to the other party at the address shown at the beginning of this Agreement. Such notice shall be deemed to have been given five (5) days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.

12(I) Force Majeure. Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.

12(J) No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of such provision, or the ability of either party to enforce each and every such provision thereafter.

12(K) Non-assignability and Binding Effect. Dealer agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of Norms Studio GRP, INC. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

12(L). Compliance with Applicable Laws. Dealer shall comply with all laws and regulations applicable to Dealer with respect to (i) Products, and (ii) the conduct of business generally. Noncompliance by Dealer or its employees or agents shall be deemed to constitute a material default under this Agreement, justifying termination for default under Section 6(D).

12(M). Severability. If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. The parties agree to negotiate in good faith and be bound by a substitute, valid and enforceable provision that most nearly reflects the parties’ intent.

12(N) Limited Liability. Except as set forth in 12(E), Norms Studio GRP, INC's total liability under any cause of action arising under this agreement shall not exceed the amounts received by Norms Studio GRP, INC from Dealer under this Agreement in the transaction giving rise to the liability. In no event shall either party have any liability to the other or to any other third party, for any lost profits or costs of procurement of substitute goods or services, or for any other indirect, special or consequential damages resulting from the use of the Products, or the failure of the Products to perform, or for any other reason, or arising under any cause of action; provided, however, that this limitation shall not apply to any breach of the confidentiality obligations set forth in 12(B), or to dealer’s exceeding its authority granted herein. It is acknowledged by the parties that nothing in this Agreement shall limit dealer’s obligation to pay amounts already due and owing to Norms Studio GRP, INC.

13 Assignment. This Agreement may be assigned by Norms Studio GRP, INC. This Agreement may not be assigned by Dealer.