Mystik Lubricants Dealer Agreement

YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE ACCESSING THE SITE
Mystik Lubricants is happy that you ("Dealer") have elected to use our Mystik Dealer Program site (as further defined below, the "Site"). You should carefully read the terms and conditions set forth below.

THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN MYSTIK LUBRICANTS AND YOU CONCERNING THE SITE AND PRODUCTS. YOUR CLICKING OF THE "I ACCEPT" BUTTON CONSTITUTES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED AND YOUR AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS, INCLUDING THE PRODUCT LIABILITY LIMITATIONS, ALONG WITH THE PRICING AND BILLING INFORMATION CONTAINED HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE SITE. BY DOING SO, YOU WILL NOT BE AUTHORIZED TO ENTER OR USE THE SITE OR THE PRODUCTS. BY ACCESSING THE SITE AND PRODUCTS PROVIDED THOUGH THIS WEBSITE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THE MYSTIK DEALER PROGRAM AGREEMENT.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree to the following terms and conditions:

TERM: This Agreement shall be effective for a term of one year beginning on the first day of acceptance and expiring one year later. The Agreement will be renewed for successive one (1) year contract terms until terminated by either party as set forth herein. Both parties may terminate this Agreement without cause at any time upon thirty (30) days' prior written notice to the other. MYSTIK is under no obligation to extend the term of this Agreement or to renew this Agreement. DEALER should not take any actions in reliance on this Agreement being extended or renewed. Neither party shall be responsible for any costs incurred by the other in anticipation of the extension or renewal of this Agreement.

QUANTITIES: Dealers must purchase in case quantities to receive Dealer pricing. Quantities ordered in eaches will be invoiced at a higher price. There is no minimum or maximum case order quantity Dealers must purchase.

PRICES:DEALER shall pay MYSTIK Dealer prices in effect on date of sale.

PRODUCT WARRANTIES: MYSTIK warrants that the lubricants: (1) have been produced in compliance with all applicable local, state, and federal law; and (2) shall be delivered free and clear of all lawful security interests, liens, and encumbrances. MYSTIK's liability in the event of breach of the foregoing warranty shall be limited to replacement of the Lubricants supplied by MYSTIK and any costs directly associated with the removal of the Lubricants. MYSTIK MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE PRODUCT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

DELIVERY OF LUBRICANTS: Lubricants will be delivered to DEALER based on Dealer's choice at time of checkout.

TERMS OF PAYMENT:Credit/Debit Card is the only method of payment.

BRANDS AND TRADE NAMES: MYSTIK hereby grants to DEALER, during the term of this Agreement, the right to use in connection with the resale of the lubricants purchased hereunder MYSTIK applicable brand names, trademarks and other forms of MYSTIK identification set forth in MYSTIK Lubricant Brand Identification Guidelines. DEALER shall comply at all times with the provisions of the MYSTIK Lubricant Brand Identification Guidelines. MYSTIK reserves the right, in its sole discretion, to make changes, including additions and/or deletions of brand names, trademarks and other forms of identification. DEALER shall not change or alter by any means whatsoever the nature, quality, formulation or appearance of any of the Lubricants purchased hereunder. DEALER acknowledges that nothing within this Agreement shall be deemed to grant the right to package the Lubricants purchased hereunder utilizing any names, marks or other identification that belongs to MYSTIK.

CLAIMS AND ADJUSTMENTS:Any claim of defect in the lubricants sold hereunder shall be made in writing directed to MYSTIK within five (5) working days after discovery of defect. MYSTIK shall be furnished samples adequate to test such lubricant claimed to be defective and shall be afforded the opportunity to take its own samples. Any and all claims not made within five (5) working days after discovery of defect, shall be deemed waived and released by the DEALER and DEALER shall indemnify and hold MYSTIK harmless from and against any and all claims and damages of third parties related to such lubricant.

INDEMNITY: DEALER hereby warrants, guarantees and certifies to MYSTIK and to its subsidiaries, divisions, and affiliates (collectively "MYSTIK") that it is and will continue to comply with all applicable laws, regulations and other legal requirements, including but not limited to those related to environmental, health, labor, safety, flammability and price discrimination, and that DEALER and its agents are qualified and properly licensed to perform the DEALER'S responsibilities hereunder in a good and workmanlike manner. Except for the negligent or willful acts of MYSTIK, DEALER shall defend, indemnify and hold MYSTIK harmless from any and all losses, damages, liabilities, and/or expenses (including attorneys' fees) arising out of, or resulting from any allegation, claim, or legal action alleging damages, death, illness or injury resulting from DEALER'S status, actions and/or its obligations under this Agreement. DEALER understands and agrees that the foregoing indemnification is in addition and without prejudice to any other right, remedy or recourse available to MYSTIK by law or in equity. MYSTIK shall defend, indemnify and hold DEALER harmless from any and all claims alleging trademark infringement with regard to the trademarks utilized with the Lubricants sold hereunder. MYSTIK also warrants that the lubricants sold hereunder will meet the applicable specifications at the time of purchase by DEALER.

COMPLIANCE WITH LAWS: Each party hereto agrees to comply with all laws, rules, regulations, ordinances and requirements of federal, state and local governmental or regulatory bodies which are applicable to this Agreement, including but not limited to environmental laws and regulations, to the extent that such laws or regulations are applicable to this Agreement.

TERMINATION: In the event of the breach by either party of any provision of this Agreement, the other party shall be entitled to terminate this Agreement if such breach continues for five (5) days after written notice. This Agreement may be terminated as to one line of products or as to all lines of products at MYSTIK's sole discretion. In the event that DEALER files for protection under any bankruptcy or debtor protection law, then this Agreement shall automatically terminate.

ASSIGNMENT/TRANSFER: This Agreement may be assigned by DEALER, but only with MYSTIK's prior written consent. DEALER must notify MYSTIK three (3) months prior to the transfer of any ownership interest in its business. In the event any of the ownership interest of DEALER'S business is sold, transferred or otherwise disposed of, then MYSTIK reserves the right to deem such action to be an attempt to assign this Agreement. Any such attempt to assign this Agreement without MYSTIK's prior written consent may be cause for termination of this Agreement; such termination shall be at MYSTIK's sole discretion.

INDEPENDENT CONTRACTOR: Under this Agreement, DEALER shall act solely as an independent contractor. This Agreement does not establish any relationship of partnership, joint venture, employment or agency between MYSTIK and DEALER, nor does this Agreement establish MYSTIK's contractual right to control DEALER. MYSTIK shall not have any authority, actual control, supervision, or direction over any aspect of DEALER's business or operations. DEALER shall have no right or authority, and shall not attempt to enter into any contract, commitment, or agreement, or incur any debt or liability of any nature, in the name or of on behalf of MYSTIK.

HAZARD WARNING RESPONSIBILITY: With the other documents required hereunder, MYSTIK shall make available to DEALER a Safety Data Sheet for each product via link on SITE . DEALER acknowledges that there may be hazards associated with the loading, unloading, transporting, handling and use of the product sold hereunder, which may require that warnings be communicated to and/or other precautionary action taken with all persons handling, coming into contact with, or in any way concerned with the product sold hereunder. DEALER further acknowledges that its knowledge of the hazards that may be associated with the loading, unloading, transporting, handling and use of the product sold hereunder is superior to that of MYSTIK, and that the DEALER is in a better position than MYSTIK to insure that all the necessary warnings are effectively communicated to and/or all necessary precautionary actions are effectively taken with all persons handling, coming into contact with, or in any way concerned with the product sold hereunder. Therefore, DEALER assumes as to its employees, independent contractors, and subsequent purchasers of the product sold hereunder all responsibility for all such necessary warnings or other precautionary measures relating to hazards to person and property associated with the product sold hereunder and, furthermore, DEALER shall defend at its own expense, indemnify fully and hold harmless MYSTIK and its parents, subsidiaries and affiliates and its and their agents, officers, directors, employees, representatives, successors and assigns from and against any and all liabilities; losses; damages; demands; claims; penalties; fines; actions; suits; legal, administrative or arbitral proceedings; judgments, orders, directives, injunctions, decrees or awards of any jurisdiction; and costs and expenses (including, but not limited to, attorneys' fees and legal costs and expenses) (hereinafter collectively referred to as "Damages") caused by, arising out of, or in any manner related to Buyer's failure to provide such necessary warnings or to take such other precautionary measures in connection with the product sold hereunder as provided above.

LIMITATION OF LIABILITY: Except as expressly provided herein to the contrary, in no event shall either party be liable to the other under any theory of recovery, whether based in contract, tort or otherwise, for any special, indirect, incidental, exemplary, speculative, punitive or consequential damages. The liability of either party to the other with respect to the Agreement or in any action in connection herewith shall not exceed the price of the product(s) sold hereunder or the price of that portion of such product(s) on which liability is asserted.

SALES OUTSIDE THE UNITED STATES: DEALER shall not sell to either of the following without first obtaining MYSTIK's written approval: (a) any customer outside the United States; or (b) a customer that DEALER has reason to believe is re-selling outside the United States. If the DEALER sells lubricants and fails to obtain MYSTIK written approval in violation of the preceding sentence, MYSTIK shall not be liable to the DEALER or third parties for damages arising from or relating to the sale of MYSTIK lubricants to any customer outside the United States.

ADVERTISING: MYSTIK will, from time to time, provide DEALER with advertising materials and conduct advertising campaigns including cooperative advertising programs for the benefit of DEALER. In addition, MYSTIK will provide guidance on advertising campaigns that DEALER may conduct with MYSTIK approval.

ASSISTANCE: MYSTIK will, from time to time, provide special training programs, educational materials, sales incentives, qualified sales representatives and technical personnel (collectively, the "MYSTIK Programs") to DEALER for the purpose of providing assistance, guidance and continuing education in the lubricants business. In addition, MYSTIK will continue to support an active research and development program related to the lubricant industry. MYSTIK will also offer lubricant literature, training seminars, and timely information pertaining to handling of Lubricants, government regulations and new developments in the lubricant industry. DEALERS participating in the above-mentioned MYSTIK Programs may from time to time be requested by MYSTIK to undergo an audit for compliance with the program policies. If the audit determines that the DEALER is out of compliance, MYSTIK reserves the right (a) to bill the DEALER for shortfalls and/or (b) to cancel such programs.

GENERAL: The right of either party to require strict performance by the other hereunder shall not be affected by any previous waiver, forbearance or course of dealing. All understandings and agreements relating to the subject matter hereof, either oral or written, except insofar as incorporated in this Agreement, are hereby canceled and withdrawn. This Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. This Agreement constitutes the entire agreement to the parties in respect to the subject matter hereof and may be altered only by a writing signed by the parties hereto.


© 2020 Mystik® Lubricants

MYSTIK LUBRICANTS DEALER AGREEMENT

YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE ACCESSING THE SITE
Mystik Lubricants is happy that you ("Dealer") have elected to use our Mystik Dealer Program site (as further defined below, the "Site"). You should carefully read the terms and conditions set forth below.

THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN MYSTIK LUBRICANTS AND YOU CONCERNING THE SITE AND PRODUCTS. YOUR CLICKING OF THE "I ACCEPT" BUTTON CONSTITUTES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED AND YOUR AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS, INCLUDING THE PRODUCT LIABILITY LIMITATIONS, ALONG WITH THE PRICING AND BILLING INFORMATION CONTAINED HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE SITE. BY DOING SO, YOU WILL NOT BE AUTHORIZED TO ENTER OR USE THE SITE OR THE PRODUCTS. BY ACCESSING THE SITE AND PRODUCTS PROVIDED THOUGH THIS WEBSITE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THE MYSTIK DEALER PROGRAM AGREEMENT.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree to the following terms and conditions:

TERM: This Agreement shall be effective for a term of one year beginning on the first day of acceptance and expiring one year later. The Agreement will be renewed for successive one (1) year contract terms until terminated by either party as set forth herein. Both parties may terminate this Agreement without cause at any time upon thirty (30) days' prior written notice to the other. MYSTIK is under no obligation to extend the term of this Agreement or to renew this Agreement. DEALER should not take any actions in reliance on this Agreement being extended or renewed. Neither party shall be responsible for any costs incurred by the other in anticipation of the extension or renewal of this Agreement.

QUANTITIES: Dealers must purchase in case quantities to receive Dealer pricing. Quantities ordered in eaches will be invoiced at a higher price. There is no minimum or maximum case order quantity Dealers must purchase.

PRICES:DEALER shall pay MYSTIK Dealer prices in effect on date of sale.

PRODUCT WARRANTIES: MYSTIK warrants that the lubricants: (1) have been produced in compliance with all applicable local, state, and federal law; and (2) shall be delivered free and clear of all lawful security interests, liens, and encumbrances. MYSTIK's liability in the event of breach of the foregoing warranty shall be limited to replacement of the Lubricants supplied by MYSTIK and any costs directly associated with the removal of the Lubricants. MYSTIK MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE PRODUCT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

DELIVERY OF LUBRICANTS: Lubricants will be delivered to DEALER based on Dealer's choice at time of checkout.

TERMS OF PAYMENT:Credit/Debit Card is the only method of payment.

BRANDS AND TRADE NAMES: MYSTIK hereby grants to DEALER, during the term of this Agreement, the right to use in connection with the resale of the lubricants purchased hereunder MYSTIK applicable brand names, trademarks and other forms of MYSTIK identification set forth in MYSTIK Lubricant Brand Identification Guidelines. DEALER shall comply at all times with the provisions of the MYSTIK Lubricant Brand Identification Guidelines. MYSTIK reserves the right, in its sole discretion, to make changes, including additions and/or deletions of brand names, trademarks and other forms of identification. DEALER shall not change or alter by any means whatsoever the nature, quality, formulation or appearance of any of the Lubricants purchased hereunder. DEALER acknowledges that nothing within this Agreement shall be deemed to grant the right to package the Lubricants purchased hereunder utilizing any names, marks or other identification that belongs to MYSTIK.

CLAIMS AND ADJUSTMENTS:Any claim of defect in the lubricants sold hereunder shall be made in writing directed to MYSTIK within five (5) working days after discovery of defect. MYSTIK shall be furnished samples adequate to test such lubricant claimed to be defective and shall be afforded the opportunity to take its own samples. Any and all claims not made within five (5) working days after discovery of defect, shall be deemed waived and released by the DEALER and DEALER shall indemnify and hold MYSTIK harmless from and against any and all claims and damages of third parties related to such lubricant.

INDEMNITY: DEALER hereby warrants, guarantees and certifies to MYSTIK and to its subsidiaries, divisions, and affiliates (collectively "MYSTIK") that it is and will continue to comply with all applicable laws, regulations and other legal requirements, including but not limited to those related to environmental, health, labor, safety, flammability and price discrimination, and that DEALER and its agents are qualified and properly licensed to perform the DEALER'S responsibilities hereunder in a good and workmanlike manner. Except for the negligent or willful acts of MYSTIK, DEALER shall defend, indemnify and hold MYSTIK harmless from any and all losses, damages, liabilities, and/or expenses (including attorneys' fees) arising out of, or resulting from any allegation, claim, or legal action alleging damages, death, illness or injury resulting from DEALER'S status, actions and/or its obligations under this Agreement. DEALER understands and agrees that the foregoing indemnification is in addition and without prejudice to any other right, remedy or recourse available to MYSTIK by law or in equity. MYSTIK shall defend, indemnify and hold DEALER harmless from any and all claims alleging trademark infringement with regard to the trademarks utilized with the Lubricants sold hereunder. MYSTIK also warrants that the lubricants sold hereunder will meet the applicable specifications at the time of purchase by DEALER.

COMPLIANCE WITH LAWS: Each party hereto agrees to comply with all laws, rules, regulations, ordinances and requirements of federal, state and local governmental or regulatory bodies which are applicable to this Agreement, including but not limited to environmental laws and regulations, to the extent that such laws or regulations are applicable to this Agreement.

TERMINATION: In the event of the breach by either party of any provision of this Agreement, the other party shall be entitled to terminate this Agreement if such breach continues for five (5) days after written notice. This Agreement may be terminated as to one line of products or as to all lines of products at MYSTIK's sole discretion. In the event that DEALER files for protection under any bankruptcy or debtor protection law, then this Agreement shall automatically terminate.

ASSIGNMENT/TRANSFER: This Agreement may be assigned by DEALER, but only with MYSTIK's prior written consent. DEALER must notify MYSTIK three (3) months prior to the transfer of any ownership interest in its business. In the event any of the ownership interest of DEALER'S business is sold, transferred or otherwise disposed of, then MYSTIK reserves the right to deem such action to be an attempt to assign this Agreement. Any such attempt to assign this Agreement without MYSTIK's prior written consent may be cause for termination of this Agreement; such termination shall be at MYSTIK's sole discretion.

INDEPENDENT CONTRACTOR: Under this Agreement, DEALER shall act solely as an independent contractor. This Agreement does not establish any relationship of partnership, joint venture, employment or agency between MYSTIK and DEALER, nor does this Agreement establish MYSTIK's contractual right to control DEALER. MYSTIK shall not have any authority, actual control, supervision, or direction over any aspect of DEALER's business or operations. DEALER shall have no right or authority, and shall not attempt to enter into any contract, commitment, or agreement, or incur any debt or liability of any nature, in the name or of on behalf of MYSTIK.

HAZARD WARNING RESPONSIBILITY: With the other documents required hereunder, MYSTIK shall make available to DEALER a Safety Data Sheet for each product via link on SITE . DEALER acknowledges that there may be hazards associated with the loading, unloading, transporting, handling and use of the product sold hereunder, which may require that warnings be communicated to and/or other precautionary action taken with all persons handling, coming into contact with, or in any way concerned with the product sold hereunder. DEALER further acknowledges that its knowledge of the hazards that may be associated with the loading, unloading, transporting, handling and use of the product sold hereunder is superior to that of MYSTIK, and that the DEALER is in a better position than MYSTIK to insure that all the necessary warnings are effectively communicated to and/or all necessary precautionary actions are effectively taken with all persons handling, coming into contact with, or in any way concerned with the product sold hereunder. Therefore, DEALER assumes as to its employees, independent contractors, and subsequent purchasers of the product sold hereunder all responsibility for all such necessary warnings or other precautionary measures relating to hazards to person and property associated with the product sold hereunder and, furthermore, DEALER shall defend at its own expense, indemnify fully and hold harmless MYSTIK and its parents, subsidiaries and affiliates and its and their agents, officers, directors, employees, representatives, successors and assigns from and against any and all liabilities; losses; damages; demands; claims; penalties; fines; actions; suits; legal, administrative or arbitral proceedings; judgments, orders, directives, injunctions, decrees or awards of any jurisdiction; and costs and expenses (including, but not limited to, attorneys' fees and legal costs and expenses) (hereinafter collectively referred to as "Damages") caused by, arising out of, or in any manner related to Buyer's failure to provide such necessary warnings or to take such other precautionary measures in connection with the product sold hereunder as provided above.

LIMITATION OF LIABILITY: Except as expressly provided herein to the contrary, in no event shall either party be liable to the other under any theory of recovery, whether based in contract, tort or otherwise, for any special, indirect, incidental, exemplary, speculative, punitive or consequential damages. The liability of either party to the other with respect to the Agreement or in any action in connection herewith shall not exceed the price of the product(s) sold hereunder or the price of that portion of such product(s) on which liability is asserted.

SALES OUTSIDE THE UNITED STATES: DEALER shall not sell to either of the following without first obtaining MYSTIK's written approval: (a) any customer outside the United States; or (b) a customer that DEALER has reason to believe is re-selling outside the United States. If the DEALER sells lubricants and fails to obtain MYSTIK written approval in violation of the preceding sentence, MYSTIK shall not be liable to the DEALER or third parties for damages arising from or relating to the sale of MYSTIK lubricants to any customer outside the United States.

ADVERTISING: MYSTIK will, from time to time, provide DEALER with advertising materials and conduct advertising campaigns including cooperative advertising programs for the benefit of DEALER. In addition, MYSTIK will provide guidance on advertising campaigns that DEALER may conduct with MYSTIK approval.

ASSISTANCE: MYSTIK will, from time to time, provide special training programs, educational materials, sales incentives, qualified sales representatives and technical personnel (collectively, the "MYSTIK Programs") to DEALER for the purpose of providing assistance, guidance and continuing education in the lubricants business. In addition, MYSTIK will continue to support an active research and development program related to the lubricant industry. MYSTIK will also offer lubricant literature, training seminars, and timely information pertaining to handling of Lubricants, government regulations and new developments in the lubricant industry. DEALERS participating in the above-mentioned MYSTIK Programs may from time to time be requested by MYSTIK to undergo an audit for compliance with the program policies. If the audit determines that the DEALER is out of compliance, MYSTIK reserves the right (a) to bill the DEALER for shortfalls and/or (b) to cancel such programs.

GENERAL: The right of either party to require strict performance by the other hereunder shall not be affected by any previous waiver, forbearance or course of dealing. All understandings and agreements relating to the subject matter hereof, either oral or written, except insofar as incorporated in this Agreement, are hereby canceled and withdrawn. This Agreement shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. This Agreement constitutes the entire agreement to the parties in respect to the subject matter hereof and may be altered only by a writing signed by the parties hereto.