This Dealer Agreement (the “Agreement”) is made as of the execution date set forth on the Signature Page (the “Agreement Date”), subject to final approval by Soreno Water’s Headquarter, by and between Purely Home Canada Inc. carrying on business as Soreno Water, together with its subsidiaries and affiliates, and any other trade names or business styles it may use in any province or territory of Canada (excluding Québec) in the water purification sector, including all successors and assigns (collectively, “Soreno Water”), and the Dealer, together with its Principal, as identified on the Signature Page (collectively, the “Dealer”). Soreno Water and the Dealer are each a “Party” and collectively the “Parties” to this Agreement.
By executing this Agreement, the Dealer and its Principal acknowledge that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement and any related operational policies or instructions reasonably issued by Soreno Water from time to time, including those published on its website at www.SorenoWater.com.
Soreno Water is a supplier of water purification systems, along with accessory and ancillary products (collectively, the
“Products”), to business-to-business (B2B) clients, including but not limited to dealers, retailers, installers, and contractors.
The Dealer is a duly established business operating from a commercial premises located in the province or territory in which it primarily conducts business, with adequate storage facilities and a qualified team capable of providing sales and exceptional after-sales service to End Users.
Soreno Water and the Dealer desire to enter into this Agreement whereby:
Soreno Water may grant the Dealer a non-exclusive right to purchase, sell, install and service the Products for End Users.
At the Dealer’s request, Soreno Water may qualify, approve and extend credit terms to the Dealer for purchase of Products.
The Dealer agrees to: (a) comply with all terms and conditions, promoting, selling, installing, and servicing the Products; (b) maintain suitable storage facility for Products before installation; (c) operate a registered and legitimate business serving End Users; (d) employ qualified staff for sales, service, warranty, and maintenance serving End Users; and (e) employ licensed technicians to perform all work that requires certification, and ensuring they are equipped with the necessary tools and equipment for proper installation, servicing, and maintenance.
The Dealer shall sell and install Products strictly to End Users, and prohibit sales to third parties, retailers, or via auctions.
The Dealer shall satisfy itself that the Products are fit and suitable for the purpose for which they are acquired and Soreno Water makes no express or implied warranty or representation as to the quality or suitability of such Products.
The Dealer accepts all risk and responsibility for consequences arising from the use of the Products, whether alone or in combination with other products or services from Soreno Water or others.
Soreno Water may update this Agreement by written notice to the Dealer. Such amendments shall take effect for all future orders made after reasonable notice has been given, subject to applicable laws. The Dealer may terminate the Agreement with 30 calendar days’ written notice if the Dealer reasonably objects to any material change. Continued orders by the Dealer after the notice period constitute acceptance of the revised terms.
The Dealer shall bear all costs related to Product procurement, including shipping, insurance, handling, duties, taxes, and other fees.
The Dealer must inspect the Products and verify the accuracy of the invoice immediately upon receipt. Any defect, damage, or discrepancy must be reported to Soreno Water in writing within 24 hours of delivery, failing which the Products shall be deemed accepted as delivered, free of defect or damage, and no further claim will be accepted.
For any damage, defect, or order discrepancy, the Dealer must report to Soreno Water with a detailed description and supporting evidence (such as order number, pictures, etc.). The Dealer must cooperate with Soreno Water in verifying the claim and any investigation. Upon receipt of the report, Soreno Water shall have 5 calendar days to review and resolve the issue.
The Dealer may not reverse engineer, modify, use Products for unintended purposes, or integrate any product or component part thereof with any other equipment. Such actions will void the Product warranty.
The Dealer must maintain records of all Products purchased and installed, including model number, serial number, installation date, and End User details, and provide them to Soreno Water as needed for recalls, repairs, or safety notices.
The Dealer is responsible for obtaining all necessary permits, licences, and complying with applicable laws for handling, servicing, and disposing of Products, unless it would result in financial loss to Soreno Water.
The Dealer covenants to promptly and fully perform all obligations, including payment of any monies, advances, credits, or credit facilities extended by Soreno Water (the “Covenant”). This Covenant constitutes part of the Dealer’s liabilities to Soreno Water, subject to a limit determined by Soreno Water and subject to change from time to time. For clarity, this Covenant does not reduce, limit, or affect the Dealer’s absolute liability under this Agreement and is for the benefit of Soreno Water and any of its assigns.
The Dealer waives any rights, under any applicable law, to require Soreno Water to initiate legal action against the Dealer, or to exercise diligence in enforcing this Covenant or any other related instrument.
The Dealer Principal, by signing this Agreement in their personal capacity, expressly acknowledges and agrees to be jointly and severally liable with the Dealer for the full and timely performance of all present and future obligations, monetary or otherwise, arising under this Agreement, including any amendments, renewals, or extensions. This joint and several obligation
shall remain in full force and effect until all such obligations have been fully paid and performed.
All rights, powers, and remedies available to Soreno Water under this Covenant or any other agreement with the Dealer are cumulative, not exclusive, and in addition to any remedies under applicable law.
Soreno Water may directly pursue the Dealer for the fulfillment of any obligations under this Agreement, without first having to exercise recourse against any third party, surety, or security, to the extent permitted by applicable law.
All obligations of the Dealer under this Agreement, including any obligations accelerated upon default, shall remain in full force and effect until all outstanding amounts are paid in full, including any losses or damages incurred by Soreno Water. The enforceability of this Covenant shall not be affected or diminished by the execution of this Agreement.
No legal action may be commenced under this Covenant unless and until Soreno Water has delivered a formal written demand for payment, deemed received when sent to the Dealer’s last known physical or electronic address. This Covenant is binding upon the Dealer, and their heirs, executors, administrators, successors, assigns, and legal representatives. The Dealer shall be liable for all legal fees and costs reasonably incurred by Soreno Water in enforcing this Covenant. All payments under this Covenant must be made directly to Soreno Water.
The Dealer shall not engage in any advertising, promotional activity, or public communication that may, in Soreno Water’s sole discretion, misrepresent, harm, or diminish the reputation, goodwill, or brand integrity of Soreno Water or its Products. All marketing and promotional efforts must align with Soreno Water’s branding guidelines and standards, and the Dealer shall promptly correct or withdraw any material upon Soreno Water’s written request. Breach of this provision may lead to immediate termination.
Title to all Products remains with Soreno Water until paid in full. Until such time, the Dealer holds Products in trust for Soreno Water and may not transfer, encumber, or dispose of them without Soreno Water’s prior written consent. Soreno Water may audit inventory, sales, and financial records with reasonable prior notice to the Dealer and during normal business hours.
Soreno Water may, without notice and at its sole discretion (subject to applicable law), enforce, modify, assign, or release any security interest related to this Agreement without affecting the Dealer’s obligations or liability. Soreno Water has no obligation to perfect, register, or maintain any security interest, and any failure or delay in doing so does not reduce or impair the Dealer’s liability under this Agreement.
Soreno Water, without limiting or lessening the liability of the Dealer under the Agreement, may grant extensions of time or other indulgences and may deal with the Dealer, other parties and securities as it sees fit.
The Dealer agrees to remit payment within the approved payment terms. Payments must be made by cash, cheque, or Email Money Transfer (EMT) unless otherwise authorized by Soreno Water. For Cash on Delivery (COD) purchases, the Dealer agrees to remit full payment at the time of delivery.
The Dealer assumes all risk of loss or damage to the Products during possession, even if title has not yet passed. The title to Products remains with Soreno Water until full payment is made.
An administration fee of $100.00 will be added if any payment provided by the Dealer is returned due to Non-Sufficient Funds (NSF) or rejected by Soreno Water’s financial institutions for any reasons.
Any overdue balance shall accrue interest at a rate of 1.5% per month (18% per annum), calculated and compounded daily, until paid in full. This rate is within the maximum allowable interest rate under Section 347 of the Criminal Code of Canada. Payment shall be deemed received only upon clearance and deposit by Soreno Water’s financial institution.
Soreno Water may assign unpaid or unsettled Dealer accounts to any credit management organization or collection agency for recovery at any time. The Dealer shall bear all costs resulting from a default, including administration fees, collection costs, legal expenses, and legal fees, in addition to the outstanding balance.
Any Dealer application, account application, credit application, purchase order, or acceptance of Products on credit by the Dealer shall be deemed to constitute the Dealer's acceptance of all general terms and conditions, credit terms and conditions, and applicable policies and procedures set forth in this Agreement, including any amendments or updates to such terms as may be published by Soreno Water on its website, www.SorenoWater.com, from time to time, provided that the Dealer has been given reasonable notice of such amendments or updates in accordance with applicable laws.
As a condition of any credit terms extended by Soreno Water for the sole purpose of purchasing Products, the Dealer agrees to submit monthly sales and inventory reports in a form acceptable to Soreno Water. Each report must detail the make, model, quantity, serial number, and sale value of all Products sold, as well as the quantity and description of all unsold inventory. Failure to provide these reports within the prescribed timeframe shall constitute a material breach of this Agreement and may result in the immediate withdrawal, suspension or termination of credit privileges at Soreno Water’s sole discretion.
Soreno Water may, at its sole discretion and subject to applicable law, refuse to accept any order or decline any request for credit from the Dealer at any time and by any means, without obligation to provide reasons. Nothing in this Agreement shall be construed to impose a continuing obligation on Soreno Water to approve any future orders or credit extensions.
The Dealer hereby grants to Soreno Water a continuing, first-ranking security interest in all present and after-acquired Products supplied by Soreno Water, including all identifiable proceeds (such as accounts receivable and inventory), to secure the full and prompt payment and performance of all present and future obligations of the Dealer to Soreno Water, whether under this Agreement or otherwise.
The security interest granted herein shall extend to: (a) All Products in the Dealer’s possession, custody, or control; (b) All proceeds from any sale, lease, or other disposition of the Products; and (c) All goods and inventory into which the Products are converted, commingled, or incorporated.
Until all obligations are paid in full, the Dealer shall: (a) Keep the Products separate and identifiable from other goods; (b) Not dispose of the Products in any way outside the ordinary course of business without Soreno Water’s prior written consent; and (c) Hold all proceeds from any sale of Products in trust for Soreno Water and remit such proceeds to Soreno Water immediately upon request.
Soreno Water may file financing statements or other instruments to perfect, maintain, or enforce its security interest in any jurisdiction. The Dealer waives any right to receive notices of such filings to the fullest extent permitted by applicable law. The Dealer shall promptly execute and deliver all documents and assurances necessary to give full effect to this security interest, including landlord waivers and consents from other secured parties.
The Dealer shall: (a) Maintain insurance on the Products at their full replacement value, with Soreno Water named as loss payee; (b) Keep the Products in good condition and repair; (c) Not remove the Products from the Dealer’s premises except upon sale or with Soreno Water’s prior written consent; and (d) Provide Soreno Water or its authorized agents with reasonable access during normal business hours for inspection or recovery purposes. Denial of access may result in Soreno Water pursuing recovery through all lawful means.
In the event of a default by the Dealer, such as non-payment, insolvency, or breach of any obligation under this Agreement, all obligations shall become immediately due and payable. To the extent permitted by law, Soreno Water shall have the right to:
(a) Enforce its security interest in accordance with applicable law; (b) Take possession of, remove, and dispose of the Products and related collateral; and (c) Appoint a receiver, agent, or representative to manage or dispose of the Products.
The Dealer shall not grant, permit, or suffer to exist any security interest, lien, or encumbrance over the Products or proceeds that ranks in priority to Soreno Water’s security interest, without the express prior written consent of Soreno Water.
Any delay, failure, or partial exercise by Soreno Water in enforcing its rights under this Section shall not operate as a waiver of those rights or of any other provision of this Agreement, nor shall it release the Dealer from any obligations hereunder.
All rights and remedies of Soreno Water under this Agreement and applicable law are cumulative and may be exercised concurrently, successively, or independently, and no single or partial exercise shall preclude any other or further exercise of such rights.
This Agreement takes effect on the Effective Date and continues for an initial term of 12 months (the “Term”), automatically renewing for successive 12-month periods unless terminated earlier in accordance with its terms.
Either Party may terminate this Agreement without cause by giving the other Party at least 30 days’ prior written notice.
Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure such breach within 10 calendar days after receiving written notice detailing the breach. If the breach is not reasonably curable, termination may take effect immediately
Soreno Water may terminate this Agreement immediately upon written notice to the Dealer if: (a) The Dealer fails to pay any amount due under this Agreement and such failure continues for more than 5 calendar days after written notice; (b) The Dealer breaches any material obligation under this Agreement that, in Soreno Water’s reasonable opinion, adversely affects Soreno Water’s commercial interests, brand, or reputation; (c) The Dealer’s financial condition, in Soreno Water’s reasonable judgment, becomes unsatisfactory or shows signs of material deterioration; or (d) Soreno Water reasonably believes the Dealer is insolvent, at imminent risk of default, or subject to creditor enforcement actions. Soreno Water shall exercise its rights under this Section reasonably and in good faith.
This Agreement shall terminate automatically, without further notice, upon the occurrence of any of the following events with respect to the Dealer: (a) Ceases to carry on business in the ordinary course; (b) Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy under the Bankruptcy and Insolvency Act (Canada); (c) Has a receiver, trustee, or other officer appointed over its assets; (d) Is dissolved or otherwise terminated under applicable corporate or business legislation; or
(e) Any comparable event under applicable law indicating the Dealer’s inability to meet its obligations as they become due.
Upon termination of this Agreement for any reason: (a) All rights granted to the Dealer shall immediately cease; (b) The Dealer shall cease the use of and return all Soreno Water materials, including marketing assets, technical documents, and confidential information within 10 calendar days; (c) The Dealer shall remove all Soreno Water branding, signage, and references from its premises and materials within 10 calendar days; (d) Subject to any applicable security interest, Soreno Water may, at the Dealer’s expense, repossess any signage, materials, or unpaid Products; (e) The Dealer shall immediately pay all outstanding amounts in accordance with Soreno Water’s payment terms; and (f) Termination does not affect any accrued rights or obligations.
If the Dealer terminates this Agreement without cause, the Dealer shall indemnify Soreno Water for all direct and demonstrable losses, including but not limited to: (a) Unsold Products procured specifically for the Dealer; (b) Loss of anticipated profits on confirmed orders; and (c) Unrecovered marketing costs directly incurred for the Dealer. All such damages must be substantiated and shall exclude speculative, punitive, or indirect losses.
All provisions that by their nature are intended to survive termination, including those relating to confidentiality, intellectual property, payment, indemnity, and dispute resolution, shall remain in full force and effect after the expiration or termination of this Agreement.
Soreno Water shall pass through to the Dealer the applicable manufacturer warranties for the Products, which cover defects in materials and workmanship under normal use for the warranty period specified by the manufacturer. Soreno Water shall act solely as an administrative liaison to coordinate warranty claims between the Dealer and the manufacturer, without assuming liability for the manufacturer’s warranty obligations.
The Dealer shall register all Products in accordance with Soreno Water’s warranty procedures within 60 calendar days of installation to qualify for any extended or full manufacturer warranty coverage. Failure to register may result in reduced or
limited coverage, as determined by the manufacturer’s applicable terms and policies.
The warranty period shall start on the Product installation date by the Dealer or an authorized agent. Without satisfactory
evidence of the installation date, the warranty period shall be deemed to have commenced on the Product’s manufacturing date.
Warranty coverage exclude: (a) Normal wear and tear; (b) Damage caused by misuse, mishandling, unauthorized modification, inadequate maintenance, or improper installation; (c) Accessories or components not supplied by Soreno Water; or (d) Incidental or consequential damages resulting from Product failure, to the extent permitted by law.
If a Product covered under warranty is discontinued, Soreno Water or the manufacturer may, acting reasonably, offer a suitable replacement, repair the unit, or provide a credit toward the purchase of a new product, taking into account the Product age, its availability, and prevailing market conditions. Any replacement product shall inherit the warranty period of the original Product.
The Dealer shall bear all shipping and handling costs related to the return of defective parts. Replaced parts must be returned to the original pickup location or another facility designated by Soreno Water, in accordance with Soreno Water’s warranty procedures.
Subject to applicable consumer protection laws, all other warranties or conditions, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose, are hereby disclaimed to the fullest extent permitted by law. Where such warranties cannot be excluded by law, they shall be limited in duration to the express warranty period provided by the manufacturer.
The Dealer acknowledges that the applicable warranty terms, exclusions, and procedures published at www.SorenoWater.com form part of this Agreement by reference. Soreno Water will provide written notice of any material changes to the warranty terms. Unless the Dealer objects in writing within 30 calendar days of such notice, the updated terms shall be deemed accepted and binding.
Warranty coverage shall be determined by Soreno Water and the manufacturer, acting reasonably and based on adequate documentation provided by the Dealer and compliance with all applicable warranty terms, subject to governing law.
Neither Party shall have the authority to bind the other Party or incur any obligations on its behalf, except as expressly authorized in writing by the other Party.
The Dealer shall indemnify, defend, and hold harmless Soreno Water, its subsidiaries, affiliates, officers, directors, employees, agents, and assigns (the “Indemnified Parties”) against all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) Unauthorized modifications, installation errors, or misuse of the Products by the Dealer; (b) Infringement of intellectual property rights arising from the Dealer’s marketing, branding, or resale practices; (c) The Dealer’s gross negligence, willful misconduct, or material breach of this Agreement; or (d) Third-party claims for personal injury or property damage directly caused by the Dealer’s conduct or negligence.
To the fullest extent permitted by law, and at Soreno Water’s sole discretion, Soreno Water’s liability for the repair, replacement, or refund of any defective Product shall be strictly limited to the net purchase price paid by the Dealer for such Product (the "Per-Item Cap"). Soreno Water’s total cumulative liability to the Dealer for all claims, losses, or damages arising out of or relating to this Agreement, whether in contract, tort, or otherwise; whether arising from a single event or a series of events; and whether occurring during or after the term of this Agreement, shall not exceed the greater of: (a) The total fees paid by the Dealer to Soreno Water in the 1 month period immediately preceding the event giving rise to the claim(s); or (b) $10,000 (the "Aggregate Cap"). The Per-Item Cap and Aggregate Cap shall apply concurrently and in all cases, regardless of the number or nature of claims. The Dealer irrevocably waives any right to recover amounts in excess of these limits. These limitations do not apply to any liability that cannot be excluded under applicable law. Under no circumstances shall Soreno Water be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, loss of profits, revenues, goodwill, or anticipated savings, even if advised of the possibility of such damages.
Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, government orders, pandemics, labor disputes, or supply chain disruptions (“Force Majeure”). Affected Parties shall promptly notify the other Party and make reasonable efforts to resume performance. If the Force Majeure event continues for more than 60 consecutive days, either Party may terminate this Agreement upon written notice.
The Dealer acknowledges that any Soreno Water’s information is proprietary and confidential in nature (“Confidential Information”), and any unauthorized disclosure to a third party would not be adequately compensated by money damages, but would cause irreparable harm to Soreno Water. The Dealer agrees that Soreno Water has the right to seek an injunction from a court of competent jurisdiction (without the need to post bond or prove actual damages, in addition to all other legal or equitable remedies) to prevent further misappropriation of the Confidential Information and to seek any other relief deemed appropriate by Soreno Water. Consequently, the Dealer agrees that Soreno Water is entitled to, in addition to all other rights and remedies available at law or in equity, an injunction restraining the Dealer and its agents from directly or indirectly engaging in any actions prohibited by this Agreement in relation to the Confidential Information.
Except as otherwise provided in this Agreement or required by applicable law, the remedies set out herein constitute the sole and exclusive remedies of the Dealer for any breach of this Agreement by Soreno Water.
These indemnity and liability provisions shall survive the termination or expiry of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the province or territory in which the Dealer and Soreno Water mutually carry on business, and the federal laws of Canada applicable therein, excluding the laws of the Province of Québec. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of that province or territory for the enforcement of any arbitral award, injunctive relief, or other equitable remedy, except where otherwise required by law. Any dispute, controversy, or claim arising out of or relating to this Agreement,
including its existence, interpretation, validity, breach, or termination, shall first be addressed through good faith negotiations between the Parties. Such negotiations shall occur at or near the Soreno Water location serving the Dealer’s region, or at another mutually agreed location. If the dispute is not resolved within 30 calendar days of written notice (or within such shorter period as circumstances reasonably require), the matter shall be submitted to non-binding mediation in accordance with the rules of the Alternative Dispute Resolution (ADR) Institute of the applicable province or territory. If mediation is not commenced or concluded within a further 30 calendar days, or within such other reasonable period, the dispute shall be finally resolved by binding arbitration under the applicable arbitration legislation of the relevant province or territory. Arbitration shall be conducted before a single arbitrator seated in that jurisdiction. The arbitrator shall be mutually selected by the Parties; failing agreement within 10 days, and where the dispute involves Soreno Water, Soreno Water shall have the sole right to appoint the arbitrator from a list provided by the applicable regional ADR Institute. The arbitrator shall have full authority to mediate and arbitrate the dispute. Unless prohibited by law, the arbitral award shall be final, binding, and enforceable, and judgment may be entered in any court of competent jurisdiction.
Any notice, request, consent, demand, or other communications given or required to be given which provides a reliable proof of delivery in respect of the placement is validly given to such receiving party upon the date of delivery to the address, email address, phone number or facsimile number of the receiving party as it appears in this section, or to the last-known address, electronic mail address, phone number or facsimile number or such other street address, electronic mail address, phone number or facsimile number as the parties may from time to time direct in writing: (a) if sent by email, at the time shown on the proof of delivery; (b) if sent by fax, at the time shown on the confirmation of transmission; or (c) in the case of courier or personal delivery, when delivered; provided that in each case where delivery occurs after 5 PM, service will be deemed to occur at 9 AM on the following business day. The communication information of the Parties is set forth below:
Time is of the essence. This Agreement supersedes any prior agreements between the Parties. Soreno Water may amend the terms of this Agreement or the Program from time to time. For material changes, Soreno Water will provide written notice to the Dealer. For all other changes, notice may be given by posting the updated terms on Soreno Water’s website, which shall be deemed sufficient notice to the Dealer. Amendments apply prospectively and will not affect accrued rights or obligations prior to the effective date of the change. Failure to enforce any terms does not waive any Party’s rights. This Agreement applies to the successors, assigns, and legal representatives of the Parties; and binds and benefits the Parties, their successors and assigns. The Dealer may not assign or transfer this Agreement without the prior written consent of Soreno Water, and Soreno Water may assign or transfer this Agreement with notice to the Dealer. The Dealer shall not engage in activities that may harm Soreno Water’s business or reputation during the Agreement's Term. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force as if the invalid part had never been included. The Parties confirm nothing prevents them from fulfilling their obligations, and signatories confirm they are authorized to bind their respective organizations. The Agreement may be signed electronically or in multiple copies, all of which form a single agreement having the same legal effect as a handwritten signature. Each Party has obtained or waived legal advice and enters the Agreement willingly, without coercion. Each Party must notify the other Party in writing of any changes to their contact information within 5 calendar days of such changes taking effect. Headings are for convenience, and gender and number references are interchangeable. The Parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglaise.