PLEASE SIGN, DATE & FAX TO 1-916-381-4256

6083 Power Inn Road

Office (916) 381-4254

Fax (916) 381-4256

Authorized Dealer Agreement

As used in this Agreement, the terms, “we,” “our” and “Excalibur” refer to Excalibur/KBI Corporation and the terms “you” and “your” refer to the undersigned.

Publicity/Use of our name

Excalibur/Killer Baits Inc. (KBI) is the legal owner of the trade marks ExcaliburÒ, ParallexxÔ,

Paraflexx ® , and TeflexÔ, and as such has the legal right to control the places and price ranges that its products are advertised at.

You cannot create, publish, distribute, or print any material that makes reference to Excalibur or use our name or any of our trademarks, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to Excalibur and receiving our written consent.

Excalibur has the legal right to refuse to sell, or allow any or all of its trademarked products to be sold to anyone, who in Excalibur opinion will cause any harm to the image or marketability of its products.

            Print Name:__________________________________________

Relationship of Parties: Dealers are “independent businesses” and are not considered to be employees or any form of direct agents of Excalibur/KBI Corporation.  As an independent business you are in no way authorized to represent or to make claims for on behalf of Excalibur directly, written. Or otherwise expresses, without previous permission for Excalibur. 

Minimum Advertised Pricing (MAP)

Excalibur has built a strong reputation for quality and versatility among dehydrators.  By not adhering to Excalibur’s established Minimum advertised Price (MAP) dealer can have a dramatic effect of diminishing or detracting from the perceived value of the Excalibur food dehydrators and its products. The internet, with its world wide impact, has the possibility to cause great harm to any companies’ products, if they are advertised at prices that will eliminate any legitimate retail competition Therefore, if Excalibur agrees to allow your company to sell its trade markedproducts in a physical store, or on the internet, You agree to abide by the following requirements and restrictions.

• You must have a physical address and telephone number as a method of contact. 
• If advertising our products online you must have statement on web site that the trademarks ExcaliburÒ, ParallexxÒ, and TeflexÔ are legally owned by Excalibur/Killer Baits Inc, and are being used by permission. Trademarks that appear in any literature or text blocks must have the proper trademark symbols â or Ô .

• You must not advertise Excalibur products under the Minimum Advertised Pricing (MAP). These prices are listed on our wholesale price sheet and can be adjusted by Excalibur at its sole discretion.
• The MAP pricing applies to all advertisement of Excalibur products in all media, including, without limitation, Online Auctions, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio, public signage, cook books, seminars, Internet or similar electronic media.
• MAP pricing only refers to the minimum advertised pricing.  Dealers may establish there own pricing as long as it does not fall under the MAP for that particular product.
• Intentional and/or repeated failure to abide by Excalibur MAP policy will result in termination of dealership.  Excalibur does not intend to do business with dealers who degrade the image of Excalibur and its products.

E-Bay, Yahoo and Other Sale or Auction Policy

(a) “Buy it Now” options must be listed at a price equal to MAP or greater.

(b) For auctions the reserve and/or opening bids must start at MAP without a “Buy it Now” option.

(c)  Best Offer Auctions Are Not Allowed

(d) All sellers on e-Bay, or similar auction sites, must have a website or retail locations.

Bundled Products

The total price of an advertised “bundle” of products must be the sum total of the established MAP of all products included.  Example, if you bundle a Dehydrator plus Paraflexx® sheets you must combine the MAP price for the Dehydrator and the MAP Paraflexx sheets together.

When an advertised bundle contains a mixture of MAP & non-MAP items, the advertised bundled price must be set by using dealer cost plus fifteen percent (15%) on the non-MAP products and full MAP for the other products.

Free items or giveaways may be included only if the price of the combined package is higher than the MAP of the Dehydrator.  The final retail price of bundles including free items does have to be higher than MAP + retail price of the free items or giveaways, but needs to be equal or higher than the combined MAP prices for all items and must be higher than the MAP price of the dehydrator.    

FAILURE TO COMPLY with MAP Policy 

First Violation. Should Dealer fail to comply with the terms of this agreement, a warning will be issued stating that product(s) are being advertised below MAP. Dealer shall then comply within forty-eight (48) hours; provided, however, Dealers using e-Bay shall comply within twenty-four (24) hours.  

Third Violation. Should Dealer commit a third violation or fail to cure prior violations, (a) Dealer shall immediately lose the entire Dealer discount, if applicable, or (b) Dealer’s status as an approved distributor or dealer shall be suspended for one (1) year after which time such Dealer would have to reapply as an approved distributor or dealer; and all unpaid balances outstanding to Excalibur shall become immediately due and payable.

Excalibur reserves the right, in its sole discretion, to determine all violations of its MAP policy and, in the sole discretion of Excalibur, Dealer’s status as an approved distributor or dealer may be revoked at any time resulting in the permanent loss of Dealer’s distributorship or dealership.

Unauthorized Dealers

When any violations of this Agreement or the MAP policy occur, all interested parties, including the unauthorized dealer, web hosting company, magazine, newspaper and publisher will be notified immediately that they are in violation of Excalibur’s MAP policy.

In the event a non-authorized dealer is found to have purchased products from an approved Excalibur distributor or dealer and is advertising or marketing in violation of the MAP policy, both parties will be notified.

Export Control

You acknowledge and agree that Excalibur Products are subject to the U.S. Export Administration Laws and Regulations. You agree that none of the Materials, nor any direct product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, unless specifically authorized by Excalibur. You will abide by such laws and also to the provision of the U.S. Export-Re-export Requirements. You and your organization will not sell, license, or otherwise provide or ship Excalibur Products for export or re-export.

You agree to comply with such restrictions and not to export or re-export Excalibur Products outside the United States. Export of any Excalibur Food Dehydrator or products outside of the United States is Expressly Prohibited unless you are an authorized INTERNATIONAL Dealer.

By signing you acknowledge that you are a Domestic USA Dealer-- Export Outside or selling to a third part who will export out of the United Stated is Strictly Prohibited-

Sign Here: __________________________________________ Print Name: ___________________

Modification  We reserve the right to modify any terms and conditions contained in this Agreement at any time. Dealers may terminate this association with Excalibur at any time, and Excalibur may terminate your dealership at any time, with or without cause.

Confidentiality   Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MAP policy, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us or you.

1. any failure or breach of any representation, warranty, covenant, or agreement made by you herein,
2. any misuse of our name or trademarks, or
3. any claim related to your website, including, without limitation, content therein not attributable to Excalibur.

If I/we do not abide by the above agreement, I/we understand that Excalibur/KBI may terminate my/our right to sell its trademarked products.

Name of Company_____________________________________________________________

Name of Company Owner _______________________________________________________

Company Address  ________________________________________________________

City______________________________State_____________________ Zip  ___________

Phone Number (        ) ­­­____________________ Web Address  __________________________

Other Web Sites Associated with your company: _____________________________________________

e-bay, yahoo or other sellers account name(s): _________________________________________

_____________________________________________________________________________

I/We agree to abide by the above requirements and restrictions.