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2024 Dealer Agreement

"*" indicates required fields

1Company Name

2Company Info & Billing Address

3Freight & Small Package Shipping Info

4Dealer Agreement 1-3

5Dealer Agreement 4-7

6Dealer Agreement 8-10

7Dealer Agreement 11-13

8Dealer Agreement 14-20

9Final Signature

10Review

Welcome!

Hill Laboratories has supplied the medical, chiropractic and physical therapy fields with excellence in quality, ingenuity and service since 1945.

Our mission is to manufacture quality and effective medical devices at a tremendous value that contribute to the well-being of the human mind, body and spirit.

We believe that our dealers are an extension of the Hill Laboratories family and together we aim to share these collective company values:

Quality
Effectiveness
Customer Service
Family / People
Value
Innovation

We hope that you prosper greatly from a partnership with our company and we look forward to years of successful business together. Thank you for your support of our company and products.

Kind regards,

Howard A Hill
Owner
Hill Laboratories Company

Benjamin H Hill
Owner
Hill Laboratories Company

Date

MM slash DD slash YYYY

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Freight Shipping Info

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Hill Carrier

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This agreement is made on 07/26/2024, by and between Hill Laboratories Co., a Pennsylvania Corporation with its principal place of business at 3 N. Bacton Hill Road, Frazer, Pennsylvania (hereafter, Hill Laboratories and/ or the “Company”) and , (the “Dealer”) and the Guarantor. In consideration of the mutual covenants herein and intending to be legally bound hereby, the parties agree as follows:

1. Background
- 1.1. Hill Laboratories manufactures chiropractic tables, medical tables and chairs and therapeutic products. Hill Laboratories requires the services of a Dealer knowledgeable in the field of the Hill Laboratories’ products and competent to assist Hill Laboratories in the sale and support of its products. The Dealer is willing and able to provide such service on the terms and subject to the conditions herein.
2. Appointment and Accounts
- 2.1. Commencing on the date upon which the last of the parties executes this agreement (hereinafter the “effective date”), the Company hereby grants the Dealer the right to sell products of the Company.
3. Obligations of the Dealer
- 3.1. The Dealer will carry out the following obligations as a Dealer of the Company:
  - 3.1.1. Actively promote the Company and its products with enthusiasm to drive sales and product utilization.
  - 3.1.2. Accurately depict and communicate the specifications of the product with the end-user.
  - 3.1.3. Employ a skilled sales team to actively seek product orders and deliver exceptional customer service to end-users.
  - 3.1.4. Act as a liaison between the end-user and the Company when special questions or concerns arise.
  - 3.1.5. Train end-users in the safe operation of the products.
  - 3.1.6. Report service and complaints to the Company per FDA guidelines, which include but not limited to: serial number, individuals filing complaint, injury and date and location of event.
  - 3.1.7. Arrange for and ensure prompt and efficient warranty replacement or repair.
  - 3.1.8. All of the expenses incurred by Dealer relating to the sale of the products and the provision of related services will be borne by the Dealer except as otherwise expressly provided herein or agreed to in writing by the Company.
  - 3.1.9. Dealer agrees that without prior written consent of the Company, Dealer may not sell the products to other retailers or through third-party or auction sales, including but not limited to those via the internet channels such as eBay or Amazon.
  - 3.1.10. Dealer may not, without the consent of the Company, reverse engineer, disassemble, modify or redesign any Product or component part thereof, or use any product for any purpose other than that for which it is intended, or integrate any product or component part thereof with any other equipment. Any such actions will render any product warranties provided by Company null and void.
  - 3.1.11. Dealer is responsible for communicating and resolving any taxes due to the state that the sale is being delivered to.

Initials 1-3*

Type your initials here to signify that you have read sections 1-3 of the Dealer Agreement.

4 Products and Current Pricing
- 4.1. The company reserves the right to select, modify, alter, improve, change, or discontinue any or all of the products which the Dealer is authorized to sell. This agreement shall cover the sale of all such products as they may be selected, modified, altered improved or changed. The Company also reserves the right to change the pricing of Company’s products upon thirty (30) days written notice to the Dealer.
- 4.2. The Company will permit a new Dealer to purchase products from the Company for a discount of 20-25% (subject to eligibility) from the retail price for the first six (6) units. After the submission of purchase orders by the Dealer equating to six (6) units, the discount may increase to up to 30%* (Dealer can inquire with the Company for eligibility). The Dealer will re-sell the Company’s Product for the advertised / retail price. Discounts provided by the Dealer to the end-user will be subtracted from the Dealer’s discount unless authorized by the Company in writing.
  
  *Massage model is excluded and set at a standard commission rate of 15%.
- 4.3. End-users located within a Dealer's territory may choose to place an order directly with Hill Laboratories using a credit card. In such cases, Hill Laboratories reserves the right to deduct the current credit card processing fee from the total commission payable to the Dealer.
5. Confidentiality
- 5.1. All pricing specific to the Company's Dealers, along with any data, information, technology, and trade secrets (including, but not limited to, the identity of the Company's Dealers, end-users, customers and prospective Dealers and customers, their requirements, the Company's business methods, proprietary technical documentation, and all information related to products and Company operations), is considered "Confidential Information."
- 5.2. Dealers are permitted to disclose Confidential Information to their directors, officers, employees, and agents who have a legitimate need to know such Confidential Information. However, such disclosure is contingent upon each individual (or entity) being bound by a non-disclosure agreement with provisions at least as restrictive as those outlined in this Section.
- 5.3. Dealer's obligations under this Section shall persist beyond the expiration or termination of this Agreement. These obligations will endure until such time as the Confidential Information becomes part of the public domain, excluding cases of breach of this Agreement. Dealer explicitly recognizes that a breach of this Section would result in irreparable harm to the Company, not fully compensable by monetary damages. In the event of such a breach, the Company is entitled to immediate injunctive relief, without the requirement of posting a bond, in addition to all other remedies available under this Agreement, at law or in equity.
- 5.4. Upon the expiration or termination of this Agreement, Dealer shall promptly deliver to the Company all sales literature in its possession and any written materials containing Confidential Information. Dealer is required to surrender all such materials without retaining any copies thereof.
6. Relationship of Parties; Indemnification
- 6.1. The relationship between the parties established by this Agreement is that of independent contractors in which Company is vendor and Dealer is vendee of the products.
- 6.2. Dealer is not an agent or employee of Company, and accordingly has no right or authority to enter into any contracts in the name of or for the account of Company, nor to assume or create any obligation or liability of any kind, express or implied, on behalf of Company.
- 6.3. Subject to the rights granted to and the obligations undertaken by it pursuant to this Agreement, Dealer will conduct its business at its own initiative, responsibility, and expense. Dealer will indemnify and hold Company, and Company’s officers, directors, and employees harmless against any and all claims, losses, costs, expenses, liabilities, and damages arising directly or indirectly from, as a result of, or in connection with Dealer’s operations pursuant to this Agreement, as well as Company’s costs, including attorneys’ fees, in defending against them.
7. Territory Exclusivity and Non-Exclusivity
- 7.1. The determination of exclusivity will be made in writing by the Company within 12 months of the date of this contract. If issued, the Company has the right to redeem or transfer exclusivity of the territory issued to the Dealer for any reason, at any time.
- 7.2. Limitations of exclusivity of the territory may occur and will be communicated by the Company to the Dealer.
- 7.3. Any products deemed exclusive to the territory will be sold through the Dealer, whether directly by the Dealer or by an employee of the Company.

Initials 4-7*

Type your initials here to signify that you have read sections 4-7 of the Dealer Agreement.

8. Dealer’s Purchase Orders and Payment for New Product Sales
- 8.1. Written purchase orders for Hill Laboratories products must be submitted by the Dealer via email as an attachment and must be on official company letterhead or may be placed using the Company’s website. To ensure completeness and timely processing, each purchase order must include the following details:
  - 8.1.1. Dealer’s business information; including name, phone, address and email.
  - 8.1.2. End-user business information; including name, phone, address and email.
    Note: The Company’s products are classified as Medical Devices and registered with the FDA who require the Company to record each end-user of any medical device sold by the Company.
  - 8.1.3. Product model name/number, option numbers and quantities.
  - 8.1.4. Base Color and Top Color.
- 8.2. Dealer must remit 100% payment or 50% down payment to place and activate an order. If 50% down payment, the remaining 50% balance will be due at 60 days of the order date or before the product is shipped, whichever comes first.
  - 8.2.1. For Dealer orders associated with medical organizations following Net 30 payment terms, 50% down payment is due at the time the PO is placed. The remaining balance will be due net 30 days after the order has shipped.
- 8.3. Payment types accepted are by ACH, Check, Credit Card or Wire Transfer (International Dealers Only).
  - 8.3.1. ACH withdraws require submission of an ACH Form and will be held on file under the Dealers account for all purchase orders.
  - 8.3.2. It is preferred that checks are scanned or photographed and attached to an email whenever possible.
  - 8.3.3. Credit Card payments for new product sales are subject to a 2.65% processing fee to the Dealer and may be subject to change. This fee may be subtracted from Dealer commission if the order is placed directly with the Company. (Note: Credit card payments for parts orders are subject to 0% processing fee.)
- 8.4. Confirmation by the Company will be made within 48 hours (excluding weekends) of receiving the Purchase Order. If the Dealer does not receive confirmation within 48 hours (excluding weekends) the purchase order was not received and must be resubmitted. The confirmation should be reviewed thoroughly by the Dealer with any discrepancies noted within 24 hours by the Dealer in writing by email or fax. A revised confirmation will then be sent.
- 8.5. Dealer orders that fail to meet the requirements of the Company will expire and be automatically cancelled after 45 days and need to be resubmitted.
- 8.6. Any changes to an existing PO shall require resubmission of the PO with the order changes and shall require approval from the Company and may have an associated change fee.
9. Production, Shipping and Delivery for New Product Sales
- 9.1. The Company will maintain required regulated standards upheld by the destination country in the production of their products to the best of their knowledge. Production times may vary based on the amount of all purchase orders in process, material availability, holiday schedule and/or the output capacity of the Company. It is advised that the Dealer inquire to what the current lead times are when ordering or check the Company’s website for clarity.
- 9.2. The Company will coordinate with the Dealer to schedule the shipment to the Dealer unless otherwise specified. The Company can use their carrier or the Dealer’s carrier at their request. Any freight charges incurred are billed to the Dealer.
- 9.3. For delivery outside the US, the Dealer agrees to manage importation of the order and pay any related taxes, duties or fees.
- 9.4. The Dealer agrees to receive, un-package, inspect the order for quality assurance, schedule delivery, deliver and demonstrate the product to the end-user.
10. Warranty and Service
- 10.1. Coverage Period: This warranty covers all parts supplied by the Company for a period of one (1) calendar year from the date of the product's shipment.
- 10.2. Coverage Details: Within the warranty duration, the Company commits to replacing any defective parts without any charges to the end-user. This warranty applies exclusively to defects arising from faulty materials or workmanship on the Company's part.
- 10.3. Claim Process: To initiate a warranty claim, the end-user or Dealer must inform the Company within one (1) calendar year from the product's shipment date. The notification should include the product's serial number and a comprehensive description of the issue, supported by photos or videos.
- 10.4. Replacement Parts: Warranty-covered replacement parts must be sourced exclusively from The Company. Using non-company supplied parts will nullify the warranty. The Company will bear the expenses for replacement parts and any related shipping charges. The Company retains the authority to ask for the return of particular non-conforming parts as indicated on the packing slip before fulfilling the warranty.
- 10.5. Exclusions: This warranty does not cover damage resulting from misuse, accidents, alterations, or unauthorized repairs. Wear and tear on cushioning, vinyl, paint, and plastic components are not considered defects unless attributable to faulty workmanship by the Company.
- 10.6. Limitation of Liability: The liability of the Company under this warranty is limited to the replacement of defective parts. The Company shall not be liable for labor or travel fees or any incidental, special, or consequential damages arising out of the use of the product.
- 10.7. Miscellaneous: This warranty is non-transferable and applies only to the original purchaser of the product. Any modifications to the product not authorized by the Company will void this warranty.
- 10.8. Contact Information: For warranty claims and inquiries, please contact the Company’s Parts Department at [email protected].

Initials 8-10*

Type your initials here to signify that you have read sections 8-10 of the Dealer Agreement.

11. Order Cancellation / Reschedule for New Product Sales
- 11.1. Cancellations by Dealer should be requested in writing before such order has shipped. If an order has been shipped, all freight charges and fees are the responsibility of the Dealer.
- 11.2. Orders that have been started in the production process or completed are subject to at least 25% restocking fee.
- 11.3. The Company has the right to refuse a cancellation request for any reason once a PO has been received by the Company.
12. Shipping Damage
- 12.1. Dealer is responsible for examination and acceptance of freight and reporting within 24 hours to the Company all claims associated with damage.
- 12.2. If the Company has supplied a third-party freight provider, the Dealer agrees to record on the bill of lading with the freight carrier that the freight was delivered damaged. The Dealer has the option to reject or accept the freight as is. If damage is claimed for reconciliation, the Dealer shall include supporting photos/video evidence to the Company, who will then file a claim and correct the issue in a timely manner to the best of their ability.
- 12.3. If a report is not made upon receipt by the Dealer within 24 hours after the delivery of the order, it shall be conclusively presumed and be valid evidence as between that said product was in satisfactory condition when received, and that the Dealer has accepted and approved said product, and is satisfied that the product constitutes the product specified in the contract.
13. Parts and Upholstery Orders
- 13.1. Parts order may be placed by contacting the Parts Department by phone at 1-877-445-5020 or by emailing [email protected].
- 13.2. Parts orders require a purchase order or email sent to [email protected], serial number of the unit that the part is being installed on, the part number(s) required and the quantity of each corresponding part(s).
- 13.3. Upholstery orders including cushions, covers, accessories are required to be ordered via the Company website. Any inquiries can be directed via email to [email protected].
- 13.4. Dealers receive a discount of 25% off the retail cost of parts or upholstery, unless otherwise specified by the Company.
- 13.5. Dealers must remit 100% payment to place and activate an order. Payment types accepted for parts orders are Emailed Check to [email protected] or Credit Card (0% fee).
- 13.6. Shipping costs shall be provided at the time of order. Shipping fees are as follows and may be subject to change:
  - 13.6.1. Parts orders that are $99.99 or under after Dealer discount is applied will be charged a flat rate of either $12.50 for USPS Priority or $17.50 for FedEx Ground. Dealers may specify which method at the time of ordering. USPS Priority method may be unavailable for orders based on carrier limitations to weight and package dimensions. If no method is specified then the Company will choose at their discretion.
  - 13.6.2. Parts orders that are $100 or more after Dealer discount is applied qualify for free shipping.
- 13.7. All parts, including upholstery orders, are covered under warranty by the Company for a period of one (1) calendar year from the date of the product's shipment if the defect is due to quality of materials or workmanship on the part of the Company.
- 13.8. To process any parts order, the Dealer is required to maintain a favorable account status with the Company. Moreover, if the provided serial is linked to an end-user with an unfavorable account standing, the Company reserves the right to withhold order fulfillment until a resolution is reached.
- 13.9. Returns for parts orders, excluding upholstery orders, are accepted for items that are in new and unused condition and must be initiated within 30 days of receiving the parts. The Dealer is responsible for the return shipment fees and will be refunded the cost of the part, excluding the original shipping fees. The part must be returned to the Company within 45 days of the shipping date of the part.
- 13.10. Returns for upholstery orders are not accepted.

Initials 11-13*

Type your initials here to signify that you have read sections 11-13 of the Dealer Agreement.

14. Conventions / Stock Product
- 14.1. If the Company is registered for a convention in the specified Dealer territory, the Dealer may be asked to accept product, uncrate, deliver and attend the convention. Despite product exclusivity type, The Company will issue a commission of sales at or because of the convention in return of the Dealer assistance for sales inside of the Dealer territory.
- 14.2. The Dealer may request stock product for local conventions or demonstration purposes. The billing cycle for this product shall be negotiated between the Company and the Dealer and may be extended beyond 30 days.
15. Termination
- 15.1. The Company or Dealer may terminate this Agreement at any time, without cause, by giving at least thirty (30) days’ prior written notice to the Dealer. Upon the effective date of termination by the Company, neither party shall bear any additional responsibility or liability to the other under this Agreement, except for any outstanding purchase orders (POs) from the Dealer to the Company.
16. Governing Law
- 16.1. This agreement is deemed to have been entered into in the Commonwealth of Pennsylvania and its interpretation, construction, and remedies for enforcement or breach shall be according to the laws of the commonwealth of Pennsylvania. The Dealer agrees to submit to the jurisdiction of the laws and courts of the Commonwealth of Pennsylvania, in and for the County of Chester, for such purposes.
17. Force Majeure
- 17.1. Notwithstanding any provision contained herein to the contrary, neither The Company nor Dealer is liable or responsible for delay in performance or for nonperformance during any period in which such performance is prevented or hindered by any cause beyond The Company's or Dealer’s reasonable control, including, but not limited to, fire, flood, war or act of war, embargo, labor difficulties, interruption of transportation, accident, explosion, riot or civil commotion, or other act of nature or other cause beyond their control. In the event force majeure conditions prevent the performance of either party for a period greater than ninety (90) calendar days, either party may terminate this Agreement by written notice to the other.
18. Entire Agreement
- 18.1. This Agreement sets forth the entire agreement and understandings between the parties with respect to the subject matter herein and supersedes all other prior and contemporaneous agreements, understandings, representations and warranties, whether oral or written, except that neither party shall be relieved from making payment of any amounts due and owing under any agreement entered into prior to the date hereof.
19. CONFESSION OF JUDGMENT
- 19.1. UPON ANY UNCURED EVENT OF DEFAULT, AND DURING THE CONTINUANCE THEREOF, (1) THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE ACCOUNT, TOGETHER WITH ALL ACCRUED INTEREST AND ALL OTHER SUMS OWING HEREUNDER SHALL, AT THE OPTION OF THE HOLDER HEREOF, BECOME IMMEDIATELY DUE AND PAYABLE, WITHOUT PRESENTATION, DEMAND OR FURTHER ACTION OF ANY KIND, AND (2) DEALER AND GUARANTOR UPON ANY SUCH DEFAULT, HEREBY IRREVOCABLY AUTHORIZES THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR DEALER AND GUARANTOR AND CONFESS JUDGEMENT FOR THE SAME, TOGETHER WITH THE COSTS OF SUIT AND REASONABLE ATTORNEY’S FEES ACTUALLY INCURRED NOT TO EXCEED FIVE (5%) PERCENT OF THE TOTAL OUTSTANDING INDEBTEDNESS HEREOF BUT IN NO EVENT LESS THAN THE SUM OF TWO THOUSAND ($2,000.00) DOLLARS, AGAINST DEALER AND GUARANTOR IN FAVOR OF THE HOLDER HEREOF. DEALER AND GUARANTOR AGREES THAT SUCH ATTORNEY’S FEES ARE REASONABLE. THE AUTHORITY HEREIN GRANTED TO CONFESS JUDGEMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL FULL PAYMENT OF ALL AMOUNTS DUE HEREUNDER. DEALER AND GUARANTOR AGREES THAT ANY REAL ESTATE THAT MAY BE LEVIED UPON PURSUANT TO A JUDGMENT OBTAINDED BY VIRTUE HEREOF, ON ANY WRIT OF EXECUTION ISSUED THEREON, MAY BE SOLD UPON ANY SUCH WRIT IN WHOLE OR IN PART IN ANY ORDER DESIRED BY HOLDER.
20. Guaranty
- 20.1. The undersigned party unconditionally guarantees to Hill Laboratories the due performance of all obligations, including but not limited to, ensuring the prompt payment when due of the Dealer's Liabilities to Hill Laboratories.
- 20.2. This Guaranty is a continuing one and shall be effective and binding on the undersigned regardless of how long before or after the date hereof any of the Dealer’s Liabilities to Hill Laboratories were or are incurred. Additionally, the undersigned hereby approves and consents to the terms and consents to the terms and conditions of this Agreement, or any subsequent modification or amendment, which evidences Dealer’s Liabilities to Hill Laboratories and agrees to be bound by such terms and conditions as they apply to the undersigned.
- 20.3. The Company hereby unconditionally guarantees to uphold Quality Systems which maintains a rating of 95% or higher in customer satisfaction, product quality and accuracy.

Initials 14-20*

Type your initials here to signify that you have read sections 14-20 of the Dealer Agreement.

IN WITNESS WHEREOF, the parties have set their names on the date hereinafter set forth.

Hill Laboratories Co.,
A Pennsylvania Corporation

By:

Benjamin Hill
CEO / VP
Hill Laboratories Company

By:

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3 N. Bacton Hill Road
Frazer, PA 19355
P: 1-877-445-5020
F: 610-647-6297
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