LUSSO ITALIANO – DEALER AGREEMENT

(Operated by Meubles Estro Inc., Montréal, Canada)

For the purposes of this Agreement:

• “Company” means Meubles Estro Inc., operating under the trade name Lusso Italiano, a company based in Montréal, Quebec, Canada. 
• “Partner” means any approved trade customer authorized to purchase and resell Products. 
• “Products” means all furniture, décor, and related goods distributed by the Company. 
• “Territory” means Canada and the United States of America, unless otherwise agreed in writing. 
• “Order” means any purchase request submitted by the Partner and accepted in writing by the Company. 

This Agreement governs the commercial relationship between the Company and its authorized trade Partners.

It sets out:

• the terms under which Products are sold for resale, and 
• the commercial, operational, legal, and compliance obligations applicable to all Orders and resale activity. 

• Partner status is granted solely at the Company’s discretion. 
• Approval does not grant exclusivity unless expressly confirmed in writing. 
• The Company may appoint additional Partners in any Territory at any time. 
• The Company reserves the right to approve, suspend, or revoke Partner status at its discretion. 

The Partner agrees to represent the Company and its Products in a professional and accurate manner and shall:

• maintain the premium positioning of the brand; 
• use only approved marketing materials; 
• avoid misleading pricing, advertising, or product claims; 
• ensure all resale activities preserve brand integrity. 

• All Orders are subject to acceptance by the Company. 
• No Order is binding until confirmed in writing by the Company (including email confirmation). 
• The Company reserves the right to refuse any Order. 
• Pricing, availability, and lead times may change until Order confirmation. 

• Pricing is set by the Company and may be updated at any time prior to Order confirmation. 
• Payment terms are specified on invoices or Order confirmations. 
• Late payments may result in suspension of deliveries or Partner access. 
• All payments are due in CAD or USD as specified by the Company. 

Unless otherwise agreed in writing:

• Products are imported primarily from Italy and other international suppliers. 
• Shipping terms may vary per Order and may include Incoterms (EXW, FOB, DDP, etc.). 
• The Partner is responsible for all: 
  • customs duties 
  • import taxes 
  • brokerage fees 
  • local sales taxes 

Risk transfers according to the applicable Incoterm or upon delivery to carrier if not specified.

All sales are governed by the Company’s Standard Sales Terms, which are incorporated by reference and form an integral part of this Agreement.

In case of conflict, this Agreement prevails unless expressly stated otherwise.

All intellectual property, including but not limited to:

• product designs 
• images and catalog content 
• branding and trademarks 
• marketing materials 

remain the exclusive property of the Company or its licensors.

The Partner is granted a limited, non-exclusive, revocable license to use approved materials solely for resale purposes.

No modification or misuse of branding is permitted without prior written consent.

The Partner agrees to maintain strict confidentiality regarding all non-public information, including:

• pricing and trade terms 
• supplier and sourcing information 
• product development 
• internal business operations 

This obligation survives termination for five (5) years, and indefinitely for trade secrets.

This Agreement remains in effect until terminated.

• Either party may terminate with thirty (30) days written notice. 
• The Company may terminate immediately for: 
  • non-payment 
  • brand misuse 
  • unauthorized resale activity 
  • breach of confidentiality 
  • material breach of this Agreement 

Termination does not affect outstanding payment obligations.

To the maximum extent permitted by law:

• The Company is not liable for indirect, incidental, or consequential damages (including lost profits). 
• Total liability is limited to the amount paid for the specific Product giving rise to the claim. 

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

The Partner operates as an independent business at all times.

This Section applies to all Partners selling or reselling Products in the United States and forms an integral part of this Agreement.

The Partner must comply with all applicable US federal, state, and local laws, including:

• consumer protection laws 
• advertising and FTC regulations 
• import and customs laws 
• product labeling requirements 

The Partner is solely responsible for compliance within the United States.

Unless otherwise agreed in writing:

• The Partner acts as Importer of Record (IOR) for all US-bound Products 
• The Partner is responsible for: 
  • customs clearance 
  • duties and tariffs 
  • brokerage fees 
  • compliance documentation 

The Company is not responsible for US import delays or costs.

Unless expressly authorized in writing, the Partner shall not:

• sell Products on third-party marketplaces (Amazon, eBay, Walmart, etc.) 
• engage in unauthorized drop-shipping models 
• rebrand or relabel Products 

The Company reserves full control over approved online sales channels.

If the Company implements a Minimum Advertised Price (MAP) policy:

• the Partner must comply with MAP restrictions 
• MAP applies to all public advertising channels 

The Company may modify MAP policies with reasonable notice.

All US marketing must be:

• truthful 
• non-misleading 
• properly substantiated 

No claims may be made regarding origin, performance, materials, or certifications unless approved in writing by the Company.

The Partner must promptly report:

• product safety issues 
• regulatory inquiries 
• consumer complaints 

The Partner is responsible for retail handling and resale compliance in the US market.

Nothing in this Addendum creates:

• agency 
• franchise 
• joint venture 
• distribution partnership under US law 

The Partner remains an independent reseller.

In the event of conflict between this Addendum and the main Agreement:

• this Addendum governs only US sales activity. 

This Agreement shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree to the exclusive jurisdiction of the courts of Quebec, Canada.

This Agreement, including:

• Appendix A (Standard Sales Terms) 
• Section 14 (US Reseller Compliance Addendum) 
• all Order confirmations issued by the Company 

constitutes the entire agreement between the parties and supersedes all prior discussions.

No modification is valid unless made in writing by the Company.