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POLICIES & PROCEDURES |
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TRINISOLASIA INDEPENDENT SALES REPRESENTATIVE
SECTION ONE:
1.01 BECOMING AN INDEPENDENT
SALES REPRESENTATIVE
An applicant becomes an
Independent Sales Representative of TrinisolAsia (Company) when the
applicant's completed Application and Agreement has been received and accepted
by the Company, by mail, fax or Internet, at its Home Office. Company reserves
the right to decline any Agreement for any reason, at its sole discretion.
Independent Sales
Representative uses his/her best effort to promote and sell products and
services of Company to consumers pursuant to the Agreement contained within
these Policies and Procedures and Terms and Conditions. In doing so,
Independent Sales Representative will maintain the high standards of honesty,
integrity and business ethics when dealing with Consumers, Company or other
Company Independent Sales Representatives.
1.02 NO FEE OR PURCHASE
REQUIRED
No initial fee, charge or
wholesale purchase is required to become an Independent Sales Representative.
The company does require that those ISR's who
choose not to purchase the optional non-commissionable ISR sales kit place a
nominal refundable deposit of $15.00 with the company.
1.03 INDEPENDENT SALES
REPRESENTATIVE OBLIGATIONS & RIGHTS
Independent Sales
Representatives are authorized to sell Company products and services and to
participate in the Independent Sales Representative Compensation Plan.
Independent Sales Representatives may sponsor new Independent Sales
Representatives.
1.04 LEGAL AGE
Independent Sales
Representatives must be of legal age in the state / province / country of their residence.
1.05 DIVORCE
When a couple sharing
Independent Sales Representative entity divorces or separates, Company will
continue to pay commission checks in the same manner as before the divorce or
separation until it receives written notice signed by both parties or a court
decree which specifies how future commission checks should be paid, provided and
if applicable, the couple has complied with the requirements of Section 5.03.
1.06 CORPORATIONS,
PARTNERSHIPS & TRUSTS
Corporations, Partnerships,
Limited Liability Companies or other forms of business organizations or trusts
may become Independent Sales Representatives of Company when the Agreement is
accompanied by a Federal Tax ID Number.
Shareholders, directors,
officers, partners, distributors, beneficiaries and trustees, as applicable of
Independent Sales Representative entity must agree to hold such title, and
Company will hold each personally liable and bound by the Agreement and these
Policies and Procedures and Terms and Conditions.
1.07 FICTITIOUS OR ASSUMED
NAMES
A person or entity may not
apply as Independent Sales Representative using a fictitious or assumed name.
1.08 INDEPENDENT CONTRACTOR
STATUS
Independent Sales
Representatives are Independent Contractors responsible for determining their
own activities without direction or control by Company. They are not
franchisees, joint venture, partners, employees or agents of Company and are
prohibited from stating or implying, whether orally or in writing, otherwise.
Independent Sales Representatives have no authority to bind Company to any
obligation. Company is not responsible for payment or co-payment of any employee
benefits. Independent Sales Representatives are responsible for liability,
health disability and worker's compensation insurance. Independent Sales
Representatives set their own hours and determine how to conduct business,
subject to Company Agreement and the Policies & Procedures and Terms and
Conditions.
1.09 TAXATION
As Independent Contractors,
Independent Sales Representatives will not be treated as franchisees, owners,
employees or agents of Company for federal or state tax purposes including, with
respect to the Internal Revenue Code, Social Security Act, Federal Unemployment
Act, State Unemployment Acts or any other federal, state, or local statute,
ordinance, rule or regulation. At the end of each calendar year, Company will
issue to each Independent Sales Representative a IRS Form 1099, as required by
law, or other applicable documentation for non-employee compensation as an
Independent Sales Representative.
1.10 Independent Sales
Representative IDENTIFICATION NUMBER
Independent Sales
Representatives are required by federal law to obtain a Social Security number
or Federal Tax ID number. Independent Sales Representatives will be identified
by this number, or a company assigned number, for purposes of Company's
business. The Independent Sales Representative assigned Identification Number
must be placed on all orders and correspondence with the Company.
1.11 LEGAL COMPLIANCE
Independent Sales
Representatives must comply with all country, federal, state and local statutes,
regulations and ordinances concerning the operation of their business.
Independent Sales Representatives are responsible for their own managerial
decisions and expenditures including all estimated income and self-employment
taxes.
1.12 NO EXCLUSIVE
TERRITORIES
No franchise is granted and
there are no exclusive territories for sales or sponsoring purposes. No
geographical limitations exist on sponsoring or selling within the United
States; provided, however, that Company reserves the right not to sell product
or services or contract with Independent Sales Representatives in specified
states within the United States.
SECTION TWO:
TERM & RENEWAL
2.01 TERM
Subject to the terms of
Section 4.01, the Agreement shall have a term which shall begin on the date of
acceptance by Company and end one year from the date thereof (the �Anniversary
Date�).
2.02 RENEWAL
Independent Sales
Representatives must renew annually, on the Anniversary Date and Independent
Sales Representative has the right to decline to accept any renewal at its sole
discretion. Company may require that Independent Sales Representatives execute a
new Agreement upon renewal. Independent Sales Representatives not renewing by
the renewal date shall be deemed to have voluntarily terminated their
Independent Sales Representative relationship with Company, and thereby lose
their Independent Sales Representative entity, all sponsorship rights, their
position in the Compensation Plan and all rights to commissions and bonuses.
Independent Sales Representatives who fail to renew their Independent Sales
Representative status may not reapply under a new sponsor for six (6) months
after non-renewal.
SECTION THREE:
SPONSORSHIP
3.01 SPONSORING
Independent Sales
Representatives may sponsor other Independent Sales Representatives into
Company's business. Independent Sales Representatives must ensure that each
potential new Independent Sales Representative has reviewed and has had access
to the current Policies & Procedures, Terms and Conditions and Compensation Plan
prior to or when giving the individual an Agreement.
3.02 MULTIPLE AGREEMENTS
If an applicant submits
multiple Independent Sales Representatives which list different sponsors, only
the first completed Agreement received by Company will be accepted.
3.03 TRAINING REQUIREMENT
A Sponsor must maintain an
ongoing professional leadership association with Independent Sales
Representatives in his or her organization and must fulfill the obligation of
performing a bona fide supervisory or sales function in the sale or delivery of
products and services.
3.04 INCOME CLAIMS
Independent Sales
Representatives must truthfully and fairly describe the Compensation Plan. No
past, potential or actual income claims may be made to prospective Independent
Sales Representatives, nor may Independent Sales Representatives use their own
incomes as indications of the success assured to others. Commission checks may
not be used as marketing materials. Independent Sales Representatives may not
guarantee commissions or estimate expenses to prospects.
3.05 TRANSFER OF SPONSORSHIP
The company does not permit
the transfer of sponsors. Network Marketing is a business of creating
relationships. Once an Independent Sales Representative is sponsored, the
company believes in maximum protection of that relationship.
3.06 CROSS SPONSORING
Independent Sales
Representative may not sponsor, or attempt to sponsor, another Independent Sales
Representative into any other network marketing company with the exception of
personally sponsored Independent Sales Representatives or, nor into another
Independent Sales Representative's sales organization. In addition, no
Independent Sales Representative may participate in any action that causes
another Independent Sales Representative to be sponsored through someone else
into another network marketing company.
SECTION FOUR:
RESIGNATION/TERMINATION
4.01 VOLUNTARY RESIGNATION
a) Independent Sales
Representative may voluntarily terminate his or her Independent Sales
Representative status by failing to renew or by sending thirty (30) days written
notice of such resignation or termination to Company. Voluntary resignation is
effective upon receipt of such notice by Company.
b) Independent Sales
Representative who resigns or terminates their Independent Sales Representative
status may reapply as Independent Sales Representative, six (6) months after
resignation.
4.02 SUSPENSION
Independent Sales
Representative may be suspended for violating the terms of his or her Agreement,
which includes these Policies and Procedures, the Compensation Plan and other
documents produced by Company. When a decision is made to suspend Independent
Sales Representative, Company will inform the Independent Sales Representative
in writing that the suspension has occurred effective as of the date of the
written notification, the reason for the suspension and the steps necessary to
remove such suspension (if any). The suspension notice will be sent to the
Independent Sales Representative's �address on file� pursuant to the notice
provisions contained in the Policies & Procedures and Terms and Conditions. Such
suspension may or may not lead to termination of the Independent Sales
Representative as so determined by Company at its sole discretion. If the
Independent Sales Representative wishes to appeal, Company must receive such
appeal in writing within fifteen (15) days from the date of the suspension
notice. Company will review and consider the suspension and notify the
Independent Sales Representative in writing of its decision within thirty (30)
days from the date of the suspension notice. The decision of Company will be
final and subject to no further review. Company may take certain action during
the suspension period, including, but not limited to, the following:
a) Prohibiting the
Independent Sales Representative from holding himself or herself as Independent
Sales Representative or using any of Company's proprietary marks and/or
materials;
b) Withholding commissions
and bonuses that are due the Independent Sales Representative during the
suspension period;
c) Prohibiting the
Independent Sales Representative from purchasing services and products from
Company; and/or;
d) Prohibiting the
Independent Sales Representative from sponsoring new Independent Sales
Representatives, contacting current Independent Sales Representatives or
attending meetings of Independent Sales Representatives.
If Company, at its sole
discretion, determines that the violation which caused the suspension is
continuing, and has not satisfactorily been resolved or a new violation
involving the suspended Independent Sales Representative has occurred, the
suspended Independent Sales Representative may be terminated.
4.03 TERMINATION
Independent Sales
Representative may be immediately terminated for violating the terms of his or
her Agreement, which includes these Policies & Procedures, Terms and Conditions
and the Compensation Plan and other documents produced by Company upon written
notice. Company may terminate a violating Independent Sales Representative
without placing the Independent Sales Representative on suspension, at Company's
sole discretion. When the decision is made to terminate Independent Sales
Representative, Company will inform the Independent Sales Representative in
writing at the address in the Independent Sales Representative's file that the
termination has occurred.
4.04 APPEAL
If Independent Sales
Representative wishes to appeal the termination, Company must receive the appeal
in writing within fifteen (15) days from the date of notice of termination. If
no appeal is received within the fifteen (15) day period, the termination will
automatically be deemed final. If Independent Sales Representative files a
timely notice of appeal, Company will review the appeal and notify the
Independent Sales Representative of its decision within ten (10) days after
receipt of the appeal. The decision of Company will be final and subject to no
further review. In the event the termination is not rescinded, the termination
will remain effective as of the date stated in the original termination notice.
4.05 EFFECT OF TERMINATION
Immediately upon
termination, the terminated Independent Sales Representative:
a) Must remove and
permanently discontinue the use of the trademarks, service marks, trade names
and any signs, labels, stationary or advertising referring to or relating to any
product, plan or program of Company.
b) Must cease representing
themselves as Independent Sales Representative of Company;
c) Loses all rights to his
or her Independent Sales Representative position in the Compensation Plan and to
all future commissions and earnings resulting there from;
d) Must take all action
reasonably required by Company relating to protection of Company's confidential
information. Company has the right to offset any amounts owed by Independent
Sales Representative to Company including, without limitation, any indemnity
obligation incurred pursuant to Section 11.01 herein, from commissions or other
compensation due to the Independent Sales Representative.
4.06 REAPPLICATION
The acceptance of any
reapplication of a terminated Independent Sales Representative or the
application of any family distributor of a terminated Independent Sales
Representative shall be at the sole discretion of Company and can be denied.
4.07 STATE LAWS
Where state laws on
termination are inconsistent with this policy, the applicable state law shall
apply.
SECTION FIVE:
TRANSFERABILITY
5.01 ACQUISITION OF BUSINESS
Any Independent Sales
Representative desiring to acquire an interest in another Independent Sales
Representative's business must first terminate his or her Independent Sales
Representative status and wait six (6) months before becoming eligible for such
a purchase. All such transactions must be fully disclosed and must be approved
by Company in advance.
5.02 TRANSFERS OF
INDEPENDENT SALES REPRESENTATIVE
Except as expressly set
forth herein, Independent Sales Representative may not sell, assign or otherwise
transfer his or her Independent Sales Representative entity (or rights thereof)
to another Independent Sales Representative or to an individual which has an
interest in Independent Sales Representative. Independent Sales Representative
may transfer his or her TrinisolAsia Independent Sales Representative entity to his
or her sponsor, subject to the conditions of Section 5.03. In such an event, the
sponsor's entity and the transferring Independent Sales Representative's entity
shall be merged into one entity.
5.03 CONDITIONS TO
TRANSFERABILITY
Independent Sales
Representatives may not sell, assign, merge or transfer his or her Independent
Sales Representative entity (or rights thereto) without the prior written
approval of Company and compliance with the following conditions:
a) Company possesses the
right of first refusal with respect to any sale, assignment, transfer or merger
of any Independent Sales Representative entity. Independent Sales Representative
wishing to sell, assign, transfer or merge his or her Independent Sales
Representative entity must first provide Company with the right and option to
make such a purchase or receive such transfer in writing on the same terms and
conditions as any outstanding or intended offer. Company will advise the
Independent Sales Representative within ten (10) business days after receipt of
such notice of its decision to accept or reject the offer. If Company fails to
respond within the ten (10) day period or declines such offer, the Independent
Sales Representative may make the same offer or accept any outstanding offer
which is on the same terms and conditions as the offer to Company to any person
or entity who is not Independent Sales Representative, married to, or a
dependent of Independent Sales Representative or who has any interest in
Independent Sales Representative;
b) The selling Independent
Sales Representative must provide Company with a copy of all documents which
detail the transfer, including, without limitation, the name of the purchaser,
the purchase price and terms of purchase and payment;
c) An office administration
transfer fee of $75.00 must accompany the transfer documents;
d) The documents must
contain a covenant made by the selling Independent Sales Representative for the
benefit of the proposed purchaser not to compete with the purchaser or attempt
to divert or sponsor any existing Independent Sales Representative for a period
of one (1) year from the date of the sale or transfer;
e) Upon a sale, transfer or
assignment being approved in writing by Company, the buying Independent Sales
Representative must assume the position and terms of agreement of the selling
Independent Sales Representative and must execute a current Agreement and all
such other documents as required by Company; and
f) Company reserves the
right, at its sole discretion, to stipulate additional terms and conditions
prior to approval of any proposed sale or transfer. Company reserves the right
to disapprove any sale or transfer, where allowed by law.
5.04 CIRCUMVENTION OF
POLICIES
If it is determined, at
Company's sole discretion, that Independent Sales Representative entity was
transferred in an effort to circumvent compliance with the Agreement, the
Policies & Procedures, Terms and Conditions or the Compensation Plan, the
transfer will be declared null and void. The Independent Sales Representative
entity will revert back to the transferring Independent Sales Representative,
who will be treated as if the transfer had never occurred from the reversion day
forward. If necessary and at Company's sole discretion, appropriate action,
including, without limitation, termination, may be taken against the
transferring Independent Sales Representative to ensure compliance with the
Policies and Procedures and Terms and Conditions.
5.05 SUCCESSION
Notwithstanding any other
provision of this Section, upon the death of Independent Sales
Representativeship, the Independent Sales Representativeship will pass to his or
her successors in interest as provided by law. However, Company will not
recognize such a transfer until the successor in interest has executed a current
Agreement and submitted certified copies of the death certificate, will, trust
or other instrument required by Company. The successor will thereafter be
entitled to all the rights and be subject to all the obligations of a Company
Independent Sales Representative.
5.06 RE-ENTRY
Any Independent Sales
Representative who transfers his or her Independent Sales Representative must
wait for six (6) months after the effective date of such transfer before
becoming eligible to reapply to become an Independent Sales Representative.
SECTION SIX:
PROPRIETARY INFORMATION
6.01 CONFIDENTIALITY
AGREEMENT
During the term of the
Agreement, Company may supply to Independent Sales Representatives confidential
information, including, but not limited to genealogical and Downline reports,
customer lists, customer information developed by Company or developed for and
on behalf of Company by Independent Sales Representatives (including, but not
limited to, credit data, customer and Independent Sales Representative profiles
and product purchase information), Independent Sales Representative lists,
manufacturer and supplier information, business reports, commission or sales
reports and such other financial and business information which Company may
designate as confidential. All such information (whether in written or
electronic format) is proprietary and confidential to Company and is transmitted
to Independent Sales Representatives in strictest confidence on a �need to know�
basis for use solely in Independent Sales Representatives business with Company.
Independent Sales Representatives must use their best efforts to keep such
information confidential and must not disclose any such information to any third
party, or use this information for any non-company activity directly or
indirectly while an Independent Sales Representative and thereafter.
Independent Sales
Representatives must not use the information to compete with Company or for any
purpose other than promoting Company's program and its products and services.
Upon expiration, non-renewal or termination of the Agreement, Independent Sales
Representatives must discontinue the use of such confidential information and
promptly return any confidential information in their possession to Company.
6.02 COPYRIGHT RESTRICTIONS
With respect to product
purchases from Company, Independent Sales Representatives must abide by all
manufacturers' use restrictions and copyright protections.
6.03 VENDOR CONFIDENTIALITY
Company's business
relationships with its vendors, manufacturers and suppliers are confidential.
Independent Sales Representatives must not contact, directly or indirectly, or
speak to, or communicate with any supplier or manufacturer of Company except at
Company sponsored events at which the supplier or manufacturer is present at the
request of Company.
SECTION SEVEN:
TRADEMARKS, LITERATURE & ADVERTISING
7.01 TRADEMARKS
Company's name trademarks,
service marks and copyrighted materials are owned by the Company. The use of
such marks and materials must be in strict compliance with these Policies and
Procedures.
7.02 ADVERTISING &
PROMOTIONAL MATERIALS
Only the promotional and
advertising materials produced by Company or approved in advance in writing by
Company may be used to advertise or promote an Independent Sales
Representative's business or to sell products and services of Company. Company's
literature and materials may not be duplicated or reprinted without the prior
written permission.
7.03 USE OF COMPANY NAME
Independent Sales
Representatives may use the name of Company only in the following format:
�Independent Independent Sales Representative for TrinisolAsia�.
7.04 STATIONERY AND BUSINESS
CARDS
Independent Sales
Representatives are not permitted to �create� their own stationery, business
cards or letterhead graphics, if Company's trade name or trademarks are used.
Only the approved Company's graphics version and wording are permitted;
letterhead, envelopes and business cards must be ordered using the stationery
order form.
7.05 ELECTRONIC ADVERTISING
Independent Sales
Representatives may not advertise or promote their Independent Sales
Representative business or Company's business, products or marketing plan or use
Company's name in any electronic media or transmission, including on the
Internet via web sites or otherwise, without the prior written approval of
Company's legal department.
7.06 TELEPHONE LISTING
Independent Sales
Representatives are not permitted to use Company's trade name in advertising
their telephone and telecopy numbers in the white or yellow page sections of the
telephone book. Independent Sales Representatives are not permitted to list
their telephone numbers under Company's trade name without first obtaining
Company's prior written approval. If approval is granted for an "800" (toll
free) listing, it must be stated in the following manner: � Independent Sales
Representative for Company�.
7.07 TELEPHONE ANSWERING
Independent Sales
Representatives may not answer the telephone by saying �TrinisolAsia,� or in
any other manner that would lead the caller to believe that he or she has
reached the offices of the Company.
7.08 IMPRINTED CHECKS
Independent Sales
Representatives are not permitted to use Company trade name or any of its
trademarks or service marks on their business or personal checking accounts.
7.09 MEDIA INTERVIEWS
Independent Sales
Representatives are prohibited from granting radio, television, newspaper
tabloid or magazine interviews or using public appearances, public speaking
engagements, or making any type of statement to the public media to publicize
the Company, its products or Company businesses, without the express prior
written approval of Company. All media inquires should be in writing and
referred to Company's corporate office, legal department.
7.10 ENDORSEMENTS
No endorsements by a Company
officer or administrator or third party may be asserted, except as expressly
communicated in Company literature and communications. Federal and state
regulatory agencies do not approve or endorse direct selling programs.
Therefore, Independent Sales Representatives may not represent or imply,
directly or indirectly, that Company's programs, products or services have been
approved or endorsed by any governmental agency.
7.11 RECORDINGS
Independent Sales
Representatives may not produce or reproduce for sale or personal use products
sold by Company or any Company-produced literature, audio or video material,
presentations, events or speeches, including conference calls. Video and/or
audio taping of Company meetings and conferences is strictly prohibited.
7.12 REPACKAGING PROHIBITED
Independent Sales
Representatives may not repackage products or materials of Company.
7.13 INDEPENDENT
COMMUNICATIONS
Independent Sales
Representatives, as Independent Contractors, are encouraged to distribute
information and direction to their respective Downlines. However Independent
Sales Representatives must identify and distinguish between personal
communications and the official communications of Company.
SECTION EIGHT:
PAYMENT OF COMMISSIONS
8.01 BASIS FOR COMMISSIONS
Commissions and other
compensation cannot be paid until a completed Agreement has been received and
accepted by Company. Commissions are paid ONLY on the sale of Company services
and products. No commissions are paid on the purchase of Sales materials or for
Sponsoring Independent Sales Representatives. In order to receive commissions on
products and services sold, Company must have received and accepted an Agreement
prior to the end of the commission period in which the sale is made.
8.02 COMMISSION PERIOD
A business period refers to
the time period opening on the first (1st) day of the commission period and
extending up until order entry closes on the last business day of the period
(Midnight, EST). Company offices are open 9am - 5pm, with the exception of
certain holidays as posted by the Company.
8.03 COMMISSION PAYMENTS
Commissions are paid to
�qualified� Independent Sales Representatives as defined within the Compensation
Plan. Independent Sales Representatives must consult the Compensation Plan for a
detailed explanation of the benefits, commission structure and requirements of
the Compensation Plan.
8.04 OFFSET OF COMMISSIONS
Any commissions or bonuses
earned and paid on products returned is the obligation of and must be repaid to
Company by Independent Sales Representatives earning such commissions. Company
has the right to offset such amounts against future commissions and other
compensation paid or owed to such Independent Sales Representatives who received
commissions.
SECTION NINE:
PURCHASE & SALE OF PRODUCTS
9.01 STOCKPILING PROHIBITED
The success of Company
depends on retail sales to the ultimate consumer; therefore all forms of
stockpiling are prohibited. Company recognizes that Independent Sales
Representatives may wish to purchase certain products for their own use.
However, Company strictly prohibits the purchase of products in unreasonable
amounts and prohibits the purchase of products only or primarily to qualify for
compensation.
9.02 RETAIL SALES RULES
Independent Sales
Representatives must save a copy of the Retail Sales Slip given to retail
customers; receipt shall be fully completed and include the name, address and
phone number of each retail customer and, upon request by Company, provide
copies of such receipts to Company. If Company determines that retail sales were
not actually made, the Independent Sales Representative must repay Company all
commissions earned during the calendar period in which the retail sales were to
have been made.
9.03 OVER 70% RULE
In order to receive
commissions and overrides, Independent Sales Representatives must certify on
each product order form that they have sold over seventy percent (70%) in dollar
value of all products and commissionable services previously purchased by the
Independent Sales Representative at wholesale from the company, to
Non-Independent Sales Representative consumers. Independent Sales
Representatives shall maintain retail sales records available to the company for
inspected on request.
9.04 ORDERING METHODS
All orders submitted to
Company shall have the Independent Sales Representative Identification Number
placed thereon to assist Company in crediting the appropriate Independent Sales
Representative.
9.05 PAYMENT OPTIONS
Purchases may be paid by
cashier's check, ACH, debit card, money order, or major credit card. The
Independent Sales Representative and retail customers are responsible for paying
the costs of any returned checks plus an administrative fee charged by Company,
which fee may change at any time based on past payment history of the customer.
If an underpayment is made, the order will not be processed until the full
amount is received by Company. If an overpayment is made, Company will process
the order and issue a credit to Independent Sales Representative's account,
which will automatically refund on the next commission check paid to Independent
Sales Representative. Orders will not be processed if cancellation of a credit
card is made. Orders for products are not effective until accepted by Company.
To expedite shipping, Independent Sales Representatives may authorize Company to
keep a valid credit card on file as security for payment. Overdue amounts will
accrue interest at the annual rate of 18% or at a higher rate if permitted by
law.
9.06 SHIPPING AND HANDLING
POLICY
Subject to availability all
products will be shipped by a Company selected shipper within approximately ten
(10) business days of receipt of payment. Payment for products shall be made at
time of order. At Independent Sales Representative's option, the product may be
shipped to a customer's designated �Ship-To address�, or to the Independent
Sales Representative.
9.07 PRODUCT DELIVERY
Upon clearance of payment,
the products and materials ordered will be shipped.
9.08 BACK ORDER POLICY
Company will expeditiously
ship all products currently in stock. Any out-of-stock items (unless
discontinued) will be placed on back order and distributed upon Company
receiving additional inventory. Independent Sales Representative will be charged
and granted commissions on back ordered items once they are shipped unless
notified of the discontinuance of such product. Back orders may be cancelled
upon Independent Sales Representative's request and will create a credit on the
Independent Sales Representative's account.
9.09 DAMAGED GOODS
The shipping company is
responsible for any damage that occurs after it takes physical custody of the
products. An Independent Sales Representative who receives damaged goods should
follow this procedure:
a) Accept delivery;
b) Before the driver leaves,
document on the delivery receipt the number of boxes which seem to be damaged
and have the driver acknowledge the damage in writing;
c) Save the damaged products
or boxes for inspection by the shipping agent;
d) Make an appointment with
the shipping company to have the damaged goods inspected, and call the Company
Customer Service Department.
9.10 SHIPPING LOSS
In the event Independent
Sales Representative or a consumer does not receive a product order from Company
in a timely fashion, the individual should contact the Sales Department at
TrinisolAsia
9.11 REFUSED SHIPMENTS
Should Independent Sales
Representative refuse delivery on any order he or she has placed with Company
and such product is subsequently returned to Company; Company shall have the
right to place that Independent Sales Representative on suspension pending
resolution of the refusal of delivery. Neither Independent Sales Representative
nor a consumer shall refuse any shipment from Company unless prior approval of
Company has been obtained.
9.12 PRICING POLICY
Company will furnish
Independent Sales Representatives with a discount from its published retail
prices in its then current consumer catalog or order form in accordance with its
policies. This discount does not apply to literature, business aids, gifts or
special promotional items. Prices for Company's products, services and
literature are subject to change without prior notice.
9.13 RECEIPTS
Independent Sales
Representatives must provide all retail purchasers of Company's products with
written receipts.
9.14 RETAIL PRICING
Company provides a suggested
retail price as a guideline.
9.15 PROMOTIONAL ITEMS
All promotional items which
bear Company name or logo must be purchased solely from Company unless prior
written permission is obtained from Company.
9.16 SALES TAX
Company collects sales tax
on taxable items only for Independent Sales Representatives that are residents
of the state / province of H.V. Dela Costa. Outside, Independent Sales Representative are responsible
to collect and remit sales tax on personal retail sales to the appropriate tax
agencies.
9.17 PLACE OF SALE
The integrity of Company's
marketing plan is built upon person-to-person, one-on-one and in-home
presentation methods of sale. Company's products may not be sold to or
displayed by any retail outlet, including, but not limited to supermarkets or
food stores, flea markets or swap meets, permanent restaurant displays, bars or
night clubs or any such similar establishment, convenience stores or gas
stations.
9.18 PRODUCT & SERVICES
CLAIMS
Independent Sales
Representatives may make no claim, representation or warranty concerning any
product or service of Company, except those expressly approved in writing by
Company or contained in official Company materials.
9.19 FAX BLASTS, SPAMMING
Fax blasting and unsolicited
e-mailing (SPAMMING) is prohibited.
SECTION TEN:
RETAIL GUARANTEE & REFUND POLICY
10.01 RETAIL CUSTOMER
GUARANTEE
Independent Sales
Representative offers a thirty (30) day, 100% money-back, and satisfaction
guarantee to all retail customers. If a retail customer is dissatisfied with any
product for any reason, then the retail customer may return that product in its
original package and shipping container to the Independent Sales Representative
who sold the product within thirty (30) days of purchase, for either replacement
or a full refund of the purchase price. All other warranties and guarantees are
disclaimed.
10.02 WARRANTIES
Except as expressly stated
herein, Company makes no warranty or representation as to the merchantability,
fitness for a particular purpose, workmanship or any other warranty concerning
any product or service purchased from or through Company.
10.03 RETURN POLICIES
To return products you must
obtain a return merchandise authorization (RMA) and return the products within 7
days after you receive the RMA. Company will refund the original purchase price
of products, and related sales taxes. SHIPPING & HANDLING FEES ARE NOT
REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL Company RECEIVES THEM. YOU
WILL BE CHARGED A RESTOCKING FEE OF 10% TO RETURN PRODUCTS. Returned products
must be in the same condition as you received them. THIS RETURN POLICY IS NOT A
WARRANTY.
NOTE: Company will not
accept for return any products you purchased from a Reseller.
In order to properly process a refund or
exchange, Independent Sales Representatives must follow the steps and conditions
set forth below:
All returns to Company must
be accompanied by:
-
A signed statement from
the retail customer identifying the reason for the return;
-
A copy of the original
retail sales receipt; and
-
The name, address and
telephone number of the retail customer
-
Company will prepay the
cost of shipping the replacement product(s).
Independent Sales
Representative request for refund may, at company's option, be treated as a
termination of the Independent Sales Representativeship.
10.04 BUYER'S RIGHT TO
CANCEL
Federal law grants a buyer
the right to cancel certain sales without penalty prior to midnight of the third
business day after the transaction. This rule covers retail consumer sales of
$25.00 or more that occur away from the seller's main office. Independent Sales
Representatives must orally inform the buyer of the three-day right to cancel at
the time the buyer purchases the goods and deliver 2 three-day cancellation
notices to every customer.
SECTION
ELEVEN: GENERAL PROVISIONS
11.01 INDEMNITY AGREEMENT
Each and every Independent
Sales Representative agrees to indemnify and hold harmless Company, its
shareholders, officers, directors, employees, agents and successors in interest
from and against any claim, demand, liability, loss, cost or expense including,
but not limited to, court costs and attorneys' fees, asserted against or
suffered or incurred by any of them, directly or indirectly arising out of or in
any way related to or connected with allegedly or otherwise, the Independent
Sales Representatives (a) activities as Independent Sales Representative; (b)
breach of the terms of the Agreement; and/or (c) violation of or failure to
comply with any applicable federal, state or local law or regulation.
11.02 PROCESSING CHARGES
Company reserves the right
to institute a processing charge for commission checks.
11.03 OTHER SERVICES &
PRODUCTS
Independent Sales
Representatives may not promote or sell another companies' products or services
at functions organized to feature Company's products. Independent Sales
Representatives are not restricted from selling other companies' services and
products which are not similar to or competitive with the products and services
of Company. However promotion of competitive services, products and/or business
programs with anyone, including Independent Sales Representatives, is strictly
prohibited.
11.04 LIABILITY
To the extent permitted by
law, Company shall not be liable for, and each Independent Sales Representative
releases Company from, and waives all claims for any loss of profits, indirect,
direct, special or consequential damages or any other loss incurred or suffered
by Independent Sales Representative as a result of (a) the breach by Independent
Sales Representative of the Agreement and/or the Terms and Conditions or the
Policies and Procedures; (b) the operation of Independent Sales Representative's
business; (c) any incorrect or wrong data or information provided by Independent
Sales Representative; or (d) the failure to provide any information or data
necessary for Company to operate its business, including, without limitation,
the enrollment and acceptance of Independent Sales Representative into the
Compensation Plan or the payment of commissions and bonuses.
11.05 RECORDKEEPING
Company encourages all
Independent Sales Representatives to keep complete and accurate records of all
their business dealings.
11.06 FORCE MAJEURE
Company shall not be
responsible for delays or failure in performance caused by circumstances beyond
a party's control, such as strikes, labor difficulties, fire, war, natural
disasters, government decrees or orders or curtailment of a party's usual source
of supply.
11.07 VIOLATIONS
It is the obligation of
every Independent Sales Representative to abide by and maintain the integrity of
the Policies & Procedures. If Independent Sales Representative observes another
Independent Sales Representative committing a violation, he or she should
discuss the violation directly with the violating Independent Sales
Representative. If the Independent Sales Representative wishes to report such
violation to Company, he or she must detail violations in writing only and mark
the correspondence �Attention: Legal Department�.
11.08 AMENDMENTS
Company reserves the right
to amend the Agreement, Policies & Procedures, its retail prices, product and
service availability and the Compensation Plan type at any time without prior
notice as it deems appropriate. Amendments will be communicated to Independent
Sales Representatives through official Company publications or the company
website. Amendments are effective and binding upon submission to the Company
website. In the event any conflict exists between the original documents or
policies and any such amendment, the amendment will control.
11.09 NON-WAIVER PROVISION
No failure of Company to
exercise any power under these Policies & Procedures or to insist upon strict
compliance by Independent Sales Representative with any obligation or provision
herein, and no custom or practice of the parties at variance with these Policies
& Procedures, shall constitute a waiver of Company's right to demand exact
compliance with these Policies & Procedures. Company's waiver of any particular
default by Independent Sales Representative shall not affect or impair Company's
rights with respect to any subsequent default, nor shall it affect in any way
the rights or obligations of any other Independent Sales Representative. No
delay or omissions by Company to exercise any right arising from a default
effect or impair Company's rights as to that or any subsequent or future
default. Waiver by Company can be affected only in writing by an authorized
officer of Company.
11.10 GOVERNING LAW
The Agreement and these
Policies and Procedures shall be governed by the laws of the State of H.V. Dela Costa.
11.11 DISPUTES
In the event a dispute arises
between the Company and an Independent Sales Representative regarding their
respective rights, duties under this agreement, or in the event of a claim of
breach of the Independent Sales Representative Agreement, it is agreed that such
dispute shall be exclusively resolved pursuant to binding arbitration under the
Commercial Rules of the American Arbitration Association with arbitration to
occur in H.V. Dela Costa, Makati City 1227 Philippines. The Arbitrator may award, in addition to declaratory
relief, contractual damages and shall award reasonable attorney�s fees and costs
to the prevailing party. An award of attorney�s fees and costs shall continue
through any review, appeal or enforcement of an arbitration decision. The
arbitration decision may be enforced in any court of competent jurisdiction.
This provision shall not be construed so as to prohibit either party from
obtaining preliminary or permanent injunctive relief in any court of competent
jurisdiction. The parties each expressly waive their right to collect
consequential, punitive and exemplary damages from the other party.
11.12 ENTIRE AGREEMENT
The Policies & Procedures
are incorporated into the Agreement and, along with the Compensation Plan,
constitute the entire agreement of the parties regarding their business
relationship.
11.13 SEVERABILITY
If under any applicable and
binding law or rule of any applicable jurisdiction, any provision of the
Agreement, including these Policies & Procedures, or any specification, standard
or operating procedure which Company has prescribed is held to be invalid or
unenforceable, Company shall have the right to modify the invalid or
unenforceable provision, specification, standard or operating procedure or any
portion thereof to the extent required to be valid and enforceable, and the
Independent Sales Representative shall be bound by any such modification. The
modification will be effective only in the jurisdiction in which it is required.
11.14 LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY
LAW, COMPANY AND ITS INDEPENDENT SALES REPRESENTATIVES, OFFICERS, DIRECTORS,
EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND INDEPENDENT
SALES REPRESENTATIVE HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR
LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH
MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE,
NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR
OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT
OR STRICT LIABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED
TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY
THE INDEPENDENT SALES REPRESENTATIVE AND ANY COMMISSIONS OWED TO THE INDEPENDENT
SALES REPRESENTATIVE.
11.15 NOTICE
Any communication, notice or
demand of any kind whatsoever which either the Independent Sales Representative
or Company may be required or may desire to give or to serve upon the other
shall be in writing and delivered by electronic communication whether by telex,
telegram, Email or telecopy (if confirmed in writing sent by registered or
certified mail, postage prepaid, return receipt requested). Any such
communication, notice or demand shall be deemed to have been given or served on
the date of confirmed dispatch, if by electronic communication, or on the date
shown on the return receipt or by other evidence if delivery is by mail.
Home Office:
TrinisolAsia
7th Floor Trafalgar Plaza,
H.V. Dela Costa, Makati City 1227 Philippines
Email: support@trinisolasia.com
Phone: 632 891-7350
Fax : 632 338-4319
� TrinisolAsia 2006
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