Nautilus 2010 Annual Report Download - page 77

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or incomplete, or the Credit Documents are not executed by the Customer; or the Sales Slip is a duplicate
of an item previously paid, or the price of the Goods or services shown on the Sales Slip differs from the
amount shown on the Credit Customer's copy of the Sales Slip.
(ii)
The Company reasonably determines after reasonable investigation that any of the
following occurs:
(1)
In connection with the particular Credit Agreement or Sales Slip involved
or the
transaction to which it relates ,
Merchant has materially breached or failed to satisfy, any term,
condition, covenant, warranty, or other provision of this Agreement.
(2)
The Credit Agreement or Sales Slip that is involved
is fraudulent or is subject to any
claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever
including, without limitation, negligence, fraud, misrepresentation, or dishonesty on the part of the
customer or Merchant or its agents, employees, licensees, or franchisees, or that the related
transaction is not a bona fide transaction in Merchant's ordinary course of business.
(iii)
The Company reasonably determines after reasonable investigation that the Credit
Customer has a valid dispute with Merchant or denies in good faith: (1) the Credit Sale; (2) the execution
of the Credit Agreement or Sales Slip; (3) the delivery, quality, or performance of the goods, services or
warranties purchased; or (4) the Credit Customer has not authorized the Credit Sale.
(iv)
Merchant fails to deliver to Company the Sales Slip, Credit Agreement, verbal recording,
or other required records of the transaction within the times required in this Agreement.
(v)
The Credit Customer cancels the Credit Sale during any period represented by the Merchant to the
Credit Customer that the Credit Customer may cancel the Credit Sale (including after delivery of the
Goods) or the Credit Customer rejects delivery.
(vi)
The Credit Customer fails to make his or her first installment payment to the Company within
ninety (90) days after the Company purchases the Credit Agreement and Account.
(vii)
Merchant recalls or accepts for return any complete whole Goods under any Credit Sale including
recalls of complete whole goods required by any governmental agency or any court of competent
jurisdiction.
b.
Resolution and Payment
. Merchant is required to resolve any Chargeback Trigger to Company's
satisfaction within ten (10) days after (i) the Company provides a notice of Chargeback (“
Notice of Chargeback
”)
to the Merchant or (ii) the Merchant has knowledge that a Chargeback Trigger has occurred. The Company
shall provide Merchant adequate information and documentation to substantiate the Chargeback amounts and any
reasons for the Chargeback. In the event of a Chargeback, Merchant shall pay to Company the full amount of the
Purchase Price for the Credit Agreement and Account subject to Chargeback minus any amounts paid by the
Credit Customer to the Company other than amounts the Company has or is required to return to the Credit
Customer (the “ Chargeback Price ”).
Upon Chargeback to Merchant of a Credit Agreement and Account,
Merchant shall become owner of the Credit Agreement and Account and have full right to payments made under
said Credit Agreement and Account and bear all liability and risk of loss associated with