AUTHORIZED RESELLER AGREEMENT
Pacific Market International, LLC (“PMI”), proud owner of the Stanley® brand, hereby appoints the undersigned as a nonexclusive Authorized Reseller of the Stanley products (the “Products”) subject to the following:
1. Purchase From PMI Or Authorized Distributors Only, Sell To End Users Only.
Reseller must purchase PMI products only from PMI or third-party distributors authorized by PMI and may only sell the Products to Reseller’s end consumers within the country or region in which the Reseller purchased the products. Reseller may not sell the Products to anyone for resale. Reseller may not export products to other countries or regions without written approval by PMI.
2. Sell Through Approved Channels Only.
Reseller may sell the Products solely at its proprietary brick and mortar locations. Reseller may sell the Products online if approved by PMI in writing as further set forth in the Online Retail Addendum. Reseller may not sell the Products through any third-party website(s) or platform(s) not approved by PMI (including, but not limited to, Amazon, Alibaba, eBay, Craigslist and Facebook).
3. Use And Protection Of PMI Intellectual Property.
Reseller may not use any designs, trademarks, patents, service marks, trade names, commercial symbols, trade secrets or confidential information of PMI (collectively, “PMI IP”) except as permitted by PMI in writing, Reseller will refrain from challenging the rights claimed by PMI in the PMI IP or assisting any others in doing so. Reseller shall not register any domain names, establish any business or use social media usernames/account names that contain the Stanley, Aladdin® or Slant® name or any PMI IP. To ensure compliance with this policy, Reseller shall only use pre-approved marketing materials for all Products.
4. Compliance With Laws And PMI Policies.
Reseller will not take any action detrimental to the reputation or integrity of PMI, its brands or the Products. Reseller must (i) comply with all applicable laws and all then-current PMI policies, price lists and terms of sale (“PMI Policies”), (ii) provide a level of sales support and customer support for its customers that, at a minimum, demonstrates industry best practices, and (iii) comply with any PMI request relating to any law, regulation or recall of the Products. Reseller acknowledges that it has reviewed and will comply with the PMI minimum advertised price policy.
5. Modification Of PMI Policies And Approvals.
At any time and without prior notice, PMI may modify any of the PMI Policies and rescind any of the approvals provided by PMI, with each such modification or rescission becoming effective immediately or as designated by PMI.
6. Termination Of Agreement.
Either Reseller or PMI may terminate this Agreement, with or without cause, effective thirty (30) days after receipt of notice or, in the case of a material breach, effective the date designated in such notice, but no sooner than the date of such receipt. Upon termination, Reseller shall cease use of all PMI IP, except as necessary to sell Reseller’s then-current inventory of the Products; provided, however, that PMI may elect to buy such inventory from Reseller at the price paid to PMI.
9. Miscellaneous Items.
Assignment of this Agreement by Reseller without the prior written consent of PMI is void. The relationship between the parties is that of independent contractors, and Reseller shall have no authority to bind PMI. This agreement shall be governed by and interpreted under Washington law without regard to that state’s conflicts of law provisions, and all disputes shall be heard in federal court in Seattle, Washington. This agreement constitutes the entire understanding of the parties and supersede all agreements and representations between the parties, either oral or written, and are not subject to any rule of strict construction. No failure by PMI to exercise any of its right(s) will constitute a waiver or limit any enforcement. Reseller agrees that PMI and authorized distributors may without liability cancel any pending orders (even if accepted) from Reseller and refuse to accept any new orders from Reseller. Each notice described in this Agreement must be in writing and is considered effective when received or refused (whether posted on a PMI website or sent via mail, email, courier, fax, bike messenger, or otherwise). Any additional provisions from Reseller inconsistent with this agreement are deemed stricken, unless expressly adopted in a written supplement signed by the parties.
Reseller hereby agrees to the terms and conditions as detailed in this agreement.