Sales Program for Free-Hand Resellers

This Program is offered by IP&L, Inc., 12262 Sky Lane , Los Angeles , CA 90049 . Telephone: 310.476-0966, Facsimile: 310.472-8530

Our 7 Point Sales Program for Free-Hand Resellers includes the following:

1. Exciting products, new to the pet industry!

Our patent-pending Free-Hand Safety Wrist Straps for Retractable Leashes are new, they are attractive and they fill a need shared by all pet owners using retractable leashes: the need for security from the loss of control of a pet if the retractable leash is dropped or jerked from the owner’s hand. Everyone that tries one loves it, and wonders how they ever got along without it! These products practically sell themselves!

2. High quality, high end, high profit margin products!

Our Free-Hand products are of high quality and are priced to make you money! We offer our products in 16 attractive colors and we back every product with a 100% Customer Satisfaction Guarantee and a Limited Lifetime Guarantee…if it ever fails due to defects in workmanship or material, we’ll repair or replace it free of charge.

3. Free Shipping – Always!

All of our products are delivered to your door free of all shipping and handling charges! No added expense to burden your profits!

4. Generous Advertising Allowance!

We provide all our Free-Hand Resellers with a generous Advertising Allowance calculated as a percentage of the Invoice Amount on any Reseller’s purchase of Free-Hand products. This Advertising Allowance is granted immediately against the purchase price of the products purchased.

5. Effective Sales Support Materials!

In addition to our eye-catching floor mounted, Point-of-Purchase product displays [contact us for details], we provide supplies of colorful, informative customer Sell Sheets on our Free-Hand products, as well as In-Store Signage as is available from time-to-time.

6. Beginning Inventory on a no-risk of cost basis!

As a prospective Free-Hand Reseller, we offer you a beginning inventory of 32 of our Free-Hand Safety Wrist Straps for Retractable Leashes (2 pieces in each of our 16 standard colors). All individual Free-Hand products are provided in colorful, tamper-resistant clear plastic clamshell packaging suitable for standup, counter-top display or hanging on J-Hooks. Each clear plastic package is 8” high x 4” wide x 1¾” deep. This Free-Hand product inventory is worth $432 at retail. Our offer of this beginning inventory is made on a no risk-of-cost basis, and, as with all our product shipments to Free-Hand Resellers, we pay all shipping and handling charges associated with getting these goods to your store.

Our offer proposition is simple: If, before the end of 30 days, you decide you want to continue with us as a Free-Hand Reseller, pay our invoice for the 32 Free-Hand products on our standard Payment Terms of 2% 10 days, net 30 days. Alternately, if, before the end of the 30 day period, you decide you do not wish to carry our products in your store, pay us for any of the 32 pieces you may have sold and return the balance of the Free-Hand product inventory to us…we’ll pay the return freight charges.

To take us up on our Offer of a Beginning Inventory or Free-Hand products, please complete the Prospective Reseller Application information request at the end of this section and email it back to us at mail@Free-Hand.com or send us a fax with this information to 310.472-8530. We will be back in touch with you shortly.

7. Our exclusive, exciting and lucrative Referral Sales Compensation Program provides you with even greater profits, automatically!

As a part of our overall business strategy, we are now and will continue promoting our Free-Hand products on the Internet. At the same time, we continually seek to attract highly motivated Free-Hand Resellers who will actively represent our products in their local marketplace, and who we will promote on our web site. To leverage both of these elements of our business for maximum effectiveness, we have developed our Referral Sales Compensation Program which compensates you, the Free-Hand Reseller, for product sales conducted on our web site that take place as a direct result of your having sold one of our Free-Hand products to a customer in the first place. This program is Patent Pending and our Free-Hand Resellers are the first to have it!

The Logic behind the Plan:

The driving logic behind our Referral Sales Compensation Program is the ‘fact of life’ reality that happy customers tell friends about products they have purchased, use and enjoy. When one of your customers registers his serial-numbered Free-Hand on our web site, we encourage him to tell his dog-walking friends about the product and where he purchased it (your store). We also suggest that if the “referred” friend is not in your local area, he can go to our web site and purchase his own Free-Hand there. With today’s diverse families and friends living in different cities, states and even countries, people increasingly utilize the Internet to communicate with each other, and also as a place to go to purchase products of interest to them. We want to capitalize on this “word of mouth” advertising and promotion of our products by happy customers, and if our company can make a sale on the Internet that perhaps we otherwise might not have made - and such transaction was the direct result of a sale you made earlier to a happy customer who recommended our product to his friend - then we want you to participate with us in the benefits from that Internet sale.

In summary, here’s how it works:

1) When you sell one of our Free-Hand products to a customer, and 2) that customer registers his Free-Hand product on our web site, and refers a friend to our web site who 3) buys his own Free-Hand, and in so doing references the serial number of your original customer’s Free-Hand, we provide compensation to the original buyer for making the referral and to the new buyer for acting on the referral. The specific type of compensation will vary from time to time. More importantly, we compensate you for starting it all by having made the product sale to the original “referring” Free-Hand customer.

How we make it happen:

Each Free-Hand product we sell carries its own unique serial number which we track internally. Employing our own proprietary GizTrak TM technology, we maintain records on the serial numbers of all the Free-Hands we sell, and when a customer who has purchased one of our products from a Free-Hand Reseller registers that product’s serial number on our web site, this additional bit of information is added to the historical record of that individual Free-Hand product. In this way, GizTrak TM lets us know which Reseller sold any particular Free-Hand that later comes to be registered on our web site.

Your Compensation is in the form of a Rebate Award:

Upon the consummation of an Internet referral sale as discussed herein, we provide you with a Rebate Award that you may use the same as cash toward the payment of your future purchases of Free-Hand products. The dollar amount of Rebate Awards is communicated to our authorized Free-Hand Resellers via secure postings on our web site, and/or directly from IP&L by email to you.

Important details regarding your Free-Hand Reseller Rebate Awards:

● Rebate Awards are issued to any Free-Hand Reseller when the serial number of a Free-Hand product originally sold by that Reseller is referenced in the course of the sale of new Free-Hand product on our web site. There is no limit to the number of times the same Free-Hand product’s serial number can be referenced in the sales of new Free-Hand products on our web site, and there is no limit to the total dollar amount of Rebate Awards that Free-Hand Resellers may accrue from such referral sales, subject to the conditions set forth in the following paragraphs.

● Rebate Awards may only be used to reduce the invoice cost of Free-Hand products ordered by Free-Hand Resellers within 60 days after the date of issuance of any individual Rebate Award. Any individual Rebate award not so applied within 60 days of its date of issuance by us is cancelled.

● Rebate Awards are only applicable to purchases made by Free-Hand Resellers whose accounts are current (not past due) at the time the Rebate is requested to be applied.

● Rebate Awards are not transferable.

TERMS & CONDITIONS:

Payment Terms:

We expect our Free-Hand Resellers to maintain Current Accounts with us, which means that they pay our Invoices within 30 days of the date of Invoice. Our Payment Terms are 2% 10 days, net 30 days. Free-Hand Resellers’ accounts will be deemed Past Due under the following condition: Unpaid Invoices outstanding past 30 days are deemed Past Due and accrue interest at 1-1/2% per month, chargeable on the 31st day, until paid.

Our 100% Customer Satisfaction Guarantee:

Free-Hand products may be returned to the retail store from which it was purchased, together with its original purchase receipt within Ten (10) days of purchase, in its original, as-new condition, for a full refund of the purchase price paid. The Free-Hand Reseller is responsible for ensuring the condition and sale-ability of the returned product.

Our Limited Lifetime Warranty:

We warrant to the original purchaser, that in normal use, Free-Hand products will remain free from defects in workmanship and materials for the life of the product. Not covered are products that have obviously been damaged or misused. We exclude any and all other warranties. If the product should ever fail from such defects, and assuming the buyer of the product conforms to our Warranty Return Policy, we will repair or replace it (at our option) and return it to you or your customer free of charge. This warranty does not apply to models of products which are no longer being manufactured…in such case, we will make a good faith effort to repair the defective product, and if it cannot be repaired, to replace it with a similar or comparable one. This Warranty is not transferable and does not cover shipping, handling and/or insurance costs.

Our Warranty Return Policy:

Depending upon whether you the Free-Hand Reseller wish to handle the details of processing the warranty on a defective product, or you want us to do so, one of the following 2 options will apply:

1) If you the Free-Hand Reseller wish to handle all details of dealing with your customer regarding a claim under our Warranty, we will we will provide you with either 1) a limited inventory of new products to allow you to make an over-the-counter exchange for a bonafide defective one, or 2) a credit of the purchase price you paid us for the bonafide defective product in question. In either event, we will want you to mail us the defective product on some timely basis for our own analysis of the product.

2) If you the Free-Hand Reseller wish us to handle all the details of dealing with your customer regarding a claim under our Warranty, please direct any inquiring customers to call or send us an email requesting a Return Material Authorization (RMA) Number which we will give to the customer. [This information is also included in our product packaging.] The customer will be instructed to write the RMA Number on the outside of the shipping carton in which the defective product is to be shipped back to us. The product should be sent to us with postage charges prepaid. We suggest that the package be insured in the event it is lost or damaged in shipment. We will not accept delivery of returned products which do not exhibit a legible RMA number on the outside of the shipping carton and which are not sent to us postage prepaid. Assuming the customer’s returned product conforms to these requirements, we will repair or replace the product as noted in our Warranty statement above.

Shipping and Insurance Costs: Customer assumes all costs in shipping and insuring products returned to us, and we assume the cost in shipping back to the customer. All replacement/repaired products are shipped United States Postal Service or UPS Ground at our option, unless another method of shipment is requested by the customer. In such case, the cost of such alternate shipping method is to be paid by the customer prior to shipment.

Returned Free-Hand products are to be sent to us with this information clearly identified on the package:

IP&L, Inc.
(print RMA number here)
12262 Sky Lane
Los Angeles, CA 90049-1411

Standard Product Packaging and Method of Shipment:

Our Free-Hand products are shipped to you in minimum quantities of 12 to a carton, and though we prefer to ship full dozens of a single color, we will mix colors in any carton. We ship by United States Parcel Service and we pay all shipping charges to your store within the contiguous 48 states. The cost of shipment by other means and/or to destinations outside the contiguous 48 states will be for the consignee’s account and will be invoiced separately.

Order Cancellation Policy:

Please submit any order cancellation via email to mail@Free-Hand.com, or call us at 310 476-0966. Email cancellations must contain the following: First name, last name, order number (if any), and email address. This information must be identical to the information originally submitted on your order. Please provide telephone or email contact information so that we may contact you if we have questions in regards to canceling your order. Every effort will be made to accommodate the cancellation of your order, providing your order has not been shipped out. In the event that you submitted an order cancellation (via email or phone), and your order was shipped out in spite of your prior cancellation, we will gladly refund the complete balance charged including shipping, assuming you return the product to us unopened. However, if the cancellation was documented as having been received after the order was shipped, we will refund the complete balance charged less a 15% restocking charge, assuming you return the shipment to us unopened with freight charges prepaid.

TERMINATION OF THE BUSINESS RELATIONSHIP:

Termination by Reseller:

Reseller may terminate his Free-Hand Reseller business relationship with IP&L, Inc. (“IP&L”) at any time, and without cause.

Termination by IP&L:

The continued status of any individual Reseller as a Free-Hand Reseller is at the sole option and discretionary decision of IP&L. Any such decision by IP&L to terminate Reseller shall be based on, among other factors, IP&L’s assessment of the Reseller’s sales performance and account payment history as a Free-Hand Reseller. In no event shall IP&L terminate a Reseller for any reason other than IP&L’s assessment of the performance as a Free-Hand Reseller.

Reseller will be given 90 days to cure the deficiencies as noted by IP&L:

90 days prior to any contemplated termination, IP&L will notify Reseller of its intention to terminate Reseller’s status as a Free-Hand Reseller. Such notification will identify the areas of the business relationship and/or Reseller’s performance which, in IP&L’s judgment, are deficient. This 90 period provides the Reseller an opportunity to apply any accumulated Rebate Awards to product purchases and to attempt to cure any deficiencies cited as grounds for the contemplated termination. No new Rebate Awards shall be issued to Reseller during this 90 day period. During this 90 day period, IP&L agrees to cooperate with Reseller in its efforts to improve its performance in the cited deficient areas of the business relationship.

If at the end of this 90 day period, it is the judgment of IP&L that Reseller has failed to correct the deficiencies as cited in the previous 90 day notice, IP&L may terminate Reseller’s status as a Free-Hand Reseller without liability. Such termination to be evidenced in writing, and is final and not contestable by Reseller for any reason in any venue.

If, on or before the end of the 90 day period, IP&L decides to continue Reseller’s status as a Free-Hand Reseller, any Rebate Awards that may have accumulated during the period will be issued to Reseller in a timely manner, each Rebate Award having a redemption period of 60 days from the date such issuance, as is further detailed in the discussion of Rebate Awards, above.

In the event of Termination by either Reseller or IP&L:

With the exception of Reseller’s continuing payment obligation to pay any unpaid invoices that might be outstanding at the time of termination, such obligation not being affected by Termination, Reseller and IP&L each releases the other from any liability for acts or omissions which may have occurred prior to Reseller’s termination. Additionally, they each agree to fully cooperate with the other in the orderly liquidation of any Free-Hand product inventory, signage and fixtures which may be left on hand at the Reseller’s location at the time of termination. Reseller warrants that any such inventory, signage and fixtures will not be disposed of or sold at prices or under circumstances that would likely be deemed as negatively impacting the goodwill of Free-Hand products in the Reseller’s marketplace.

Reseller specifically acknowledges and agrees that a Termination of its status as a Free-Hand Reseller does not release it from its obligation to pay any and all outstanding invoices for Free-Hand products at the Prices and on the Terms & Conditions in effect at the time the Reseller’s purchase orders were lodged with, and accepted by, IP&L.

General Conditions:

● Reseller acknowledges and agrees that the Purpose of the Referral Sales Compensation Program is to encourage the Internet sales of Free-Hand products to private individual customer/users as has been generally discussed herein, and any other use of the Program may be potentially damaging to IP&L, Inc. Accordingly, Resellers warrants and agrees that it will not engage in using the Referral Sales Compensation Program for its own or any other purpose without the written consent of IP&L, Inc.

● Reseller and IP&L each pledges to the other that they will use Reasonable Business Efforts in the conduct of their separate activities within the business relationship contemplated herein.

● The business relationship contemplated herein, if consummated between Reseller and IP&L, will be governed by the Laws of the State of California , and the venue for resolving any disputes arising from such relationship will be Los Angeles Superior Court, Los Angeles , California .

● Free-Hand product Specifications, Prices, Rebate Awards and these Terms & Conditions are subject to change without notice and liability therefore.

Prospective Resellers: To become an authorized Free-Hand Reseller, please indicate your agreement with our Terms & Conditions by completing the following information and emailing back to us at mail@Free-Hand.com or by sending us a fax with this information to 310.472-8530. We will be in touch with you shortly. Thank you for your interest in our products.

Your Name:

Your Position with your Company:

Your Email Address:

Your Company Name:

Your Company’s Federal ID Number:

Your Company’s DUNNS Number:

Company Address:

Street Address:

City, State, Zip or Postal Code

Country

Company Telephone:

Company Facsimile:

Company Website, if any:

Please indicate here that you have read, understand and agree to the Terms & Conditions of the Free-Hand Reseller Sales Program.

Please indicate here that you wish to be provided with a Beginning Inventory of 32 Free-Hand Safety Wrist Straps under the Terms and Conditions as presented above.