DEALER RESELLER AGREEMENT (DISTRIBUTION AGREEMENT)
EFFECTIVE FEBRUARY 1ST, 2021
CONTRACT BETWEEN VICKERMAN AND DEALER
Authorized Reseller Status is provided by Vickerman to “Dealer” based solely on Dealer’s compliance with Vickerman’s Terms and Conditions contained in this document. By purchasing Vickerman products for resale, Dealer enters into a contract with Vickerman that is governed by these Reseller Agreement Terms and Conditions.
Vickerman’s standard invoice terms and conditions shall apply to all product purchases. Nothing contained in any purchase order or other correspondence between Vickerman and Dealer will modify or add to these terms and conditions. We reserve the right to modify these terms and conditions at any time.
This version of the Dealer Reseller Agreement is effective as of February 1st, 2021 and supersedes all prior versions.
SECTION A - TERMS AND CONDITIONS OF AUTHORIZED RESELLER STATUS ON ONLINE MARKETPLACES
1. Subject to the Restrictions below, Dealer shall have a non-exclusive right to sell the Products via the Authorized Sales Channels stipulated below.
2. “Authorized Sales Channels” shall include: (i) Dealer’s own physical store locations; (ii) Dealer’s temporary storefronts at events and tradeshows; (iii) catalog and (iv) Dealer’s own website(s).
3. Dealer Shall Not promote, market, advertise, offer to sell or sell any Vickerman product on or through any online marketplace or auctions service including, but not limited to Amazon.com (.ca, .uk, .de, .fr, .it, .es), Ebay.com, Walmart.com, Jet.com, Buy.com, Craigslist.com, Newegg.com, Overstock.com, Rakuten.com, Target.com, and Sears.com
4. Reselling Vickerman products on a website(s) that attempts to use Vickerman trademark in whole or in part as the website domain is prohibited.
5. Reselling Vickerman products on a website(s) that contains only Vickerman branded products is prohibited.
6. All products must be advertised for sale at the Minimum Advertised Price (MAP) or higher.
7. Vickerman reserves the right to terminate existing business relationships or refuse to sell to dealers who misrepresent information on the new account form.
8. If required, Vickerman can terminate the account without any possibility of reinstatement and require that all company inventory in dealer’s possession be returned within 7 business days following account termination.
9. Vickerman reserves the right to pursue legal action against any individual or entity found guilty of violating the terms of the dealer reseller agreement.
10. IMPORTANT NOTE
Vickerman supports authorized sales of its products except on Online Marketplaces and Restricted Websites as noted above. Vickerman actively participates in the Amazon.com Brand Registry Program and similar programs to prevent the advertising and sale of unauthorized, unlicensed, infringing, and/or counterfeit merchandise. Any unauthorized sales of Vickerman products on Amazon, eBay or other sites will be removed as they are discovered. Ads from online sellers offering any auctions or advertising sales will also be regularly removed or taken down.
SECTION B - PRODUCT QUALITY AND CUSTOMER CARE
1. Product Inspection
Promptly upon receipt of the Products, Dealer shall inspect the Products for damage, defect, evidence of tampering, or other non-conformance (a “Defect”). If any Defect is identified, Dealer must not offer the Product for sale and must promptly report the Defect to Vickerman at support@Vickerman.com or
2. Product Packaging and Display
Dealer shall not advertise, market, display, or demonstrate non-Vickerman products together with the Products in a manner that would create the impression that the non-Vickerman products are made by, endorsed by, or associated with Vickerman.
3. Intellectual Property
Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the Vickerman brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property associated with the Products (the “Vickerman IP”) solely for the purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Dealer’s status as a Dealer. Vickerman reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the Vickerman IP at any time, without limitation. Dealer acknowledges that it owns no right, title, or interest in any of the Vickerman IP except as granted herein.
4. Liquidated Damages
· Dealer agrees that any breach by Dealer of the Terms and Conditions set forth in this agreement will injure Vickerman and its reputation and relationship with its other dealers to an extent that will be difficult, if not impossible, to quantify.
· In view of the difficulty to quantify the damage to Vickerman should Dealer breach any provisions of the terms and conditions of sale, Dealer agrees that Vickerman shall be entitled to liquidated damages equal to Dealer’s gross profits earned from the sale of Vickerman products using selling practices that are in violation of the terms of this agreement. Such liquidated damages are compensation to Vickerman for loss and are not a penalty. The amount specified is a reasonable estimate of the damages suffered by Vickerman for violation of this agreement.
· Dealer and Vickerman agree that the Liquidated Damages set forth in this section are in addition to any and all other remedies for breach of contract to which Vickerman may be entitled under the applicable laws.
SECTION C - MINIMUM ADVERTISED PRICING POLICY (MAPP)
Vickerman actively supports the advertising and promotion of its products by its retailers and distributors through materials provided by Vickerman at no or nominal cost. Given Vickerman’s strong reputation for providing consumers with high value products and to further enhance Vickerman’s image and competitiveness in the marketplace, Vickerman is instituting a MAP policy for all its products, effective immediately. The MAP policy will apply to all U.S., Canadian, and European retailers and distributors.
1. The MAP for all Vickerman products shall be listed in the current Wholesale Price List.
2. The MAP may be revised by Vickerman at its sole discretion by providing no less than 7 days advance written notice communicating the changes in writing to all of its retailers and distributors without exception.
3. The MAP policy applies to all advertising of Vickerman products in any and all media including, but not limited to, catalogs, flyers, posters, coupons, brochures, mailers, inserts, newspapers, websites, magazines, online, television, and radio.
4. The inclusion in advertising of “free” or “discounted” products with a product covered by the MAP policy would be considered a violation of the policy if it has the effect of discounting the advertised price below what is required by the MAPP.
5. Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAPP.
6. Pricing listed on any Internet site, regardless of whether it is an e-commerce site or not, is considered “advertised price” and must adhere to the MAPP.
7. Price matching policies are acceptable. Price matching cannot be used as a valid reason for violations of Vickerman MAP Policy. Advertised price must always be at MAP or higher.
8. MAP applies only to advertised prices and does not apply to the price at which the products are offered for sale or sold to individual consumers via personal communication channels like email or over the phone.
9. Vickerman’s MAPP does not establish maximum advertised prices therefore resellers of Vickerman products may sell any of its products at any price in excess of the MAP established for those products.
10. Vickerman may, at its sole discretion, discontinue products or engage in promotions with respect to certain products. In these cases, Vickerman reserves the right to modify or suspend the MAPP with respect to the affected products by notifying all dealers and distributors of such change.
11. Neither Vickerman sales personnel or any other unauthorized employees has the authority to modify or grant exceptions to the MAPP. Please direct all questions or comments regarding the MAPP in writing to the policy administrator at:
675 Tacoma Blvd
NYA, MN 55368
12. Vickerman reserves the right to modify, suspend, or discontinue the MAP policy, in whole or in part, at its sole discretion and to communicate these changes to all its resellers in writing either by posting it on its website or via email.
SECTION D: FAILURE TO COMPLY WITH MAP POLICY
1. In the event a dealer or distributor is found guilty of violating the MAPP, Vickerman reserves the right to terminate the dealership or distributorship arrangement with no notice and require dealer to return all Vickerman products in its possession immediately. Subject to the offset of liquidated damages provided in paragraph 4, Vickerman will refund the amount paid for such returned products to Dealer. Vickerman will not entertain business relationships with individuals and entities whose actions compromise the value of Vickerman and its products.
2. Vickerman reserves the right to monitor the advertised price of its Dealers either directly or via the use of monitoring services provided by third-party agencies. The policy administrator shall be solely responsible for determining whether a violation of the MAPP has occurred, communicating decisions regarding sanctions when the policy is violated to resellers, and reviewing any communication received from the reseller regarding action taken in response to the violation.
SECTION E: AUTHORIZED DEALER WARRANTY AND LIMITATIONS
1. At Vickerman, we are committed to the highest level of materials and workmanship. When purchased from an authorized dealer, all our products are 100% guaranteed against manufacturing and material defects. This Guarantee and subsequent warranty will be extended only to the original end-use purchaser and shall not be extended or transferred to any other person or transferee. All Vickerman products purchased from an authorized dealer are guaranteed for a period of two years from the date of purchase. Items will be replaced at the discretion of Vickerman. If a replacement product is unavailable or discontinued, a comparable product will be substituted.
2. This warranty does not cover defects or damage arising from improper use or maintenance, accident or external causes. Unauthorized use of your product voids this warranty.
3. When Vickerman has deemed it necessary to provide a replacement, Vickerman will cover return shipping to all addresses within the United States and Canada. For international orders, customers will be responsible for all shipping charges. All products covered under warranty will be replaced free of charge.
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