We recognize that our success is tied to the success of our network of select authorized dealers. We also know that many of our dealers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our dealer’s service and support efforts. As a result, HexArmor has unilaterally established this Authorized Marketplace Reseller Policy (“Policy”) and a Minimum Advertised Price (“MAP”) Policy. To qualify as and remain as a HexArmor authorized marketplace reseller you must adhere to this Policy and the HexArmor Terms and Conditions at all times.
1. Maintain Current Business Information and Disclose All Locations That Carry HexArmor Products
a. Maintain accurate and up-to-date company information and disclose all retail locations and websites that carry HexArmor products throughout the term of your Authorized Marketplace Reseller relationship with HexArmor.
b. Qualifying retail locations can only be one of the following: your physical brick and mortar store(s), your commerce-enabled website(s), or any temporary storefronts (events, trade shows, pop up stores, etc.).
2. Sell on Approved Retail Website(s) Only
a. Authorized Marketplace Reseller must only take orders via publicly accessible, e-commerce enabled web pages hosted on approved websites owned and operated by your company.
b. Online Authorized Marketplace Reseller can only sell on the following approved websites and or/social media.
ii. Other approved in writing by HexArmor
c. Other than the approved websites above, selling on third-party sites (eBay, Alibaba, Wal-Mart, Sears, JET, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), sites (Craigslist.com, Facebook Marketplace, etc.) or through direct messages on forums, or through Social Media Accounts like (Facebook, Twitter, Instagram, etc.) is strictly prohibited.
3. Report Sell-Through for Physical Retail Location(s) and E-Commerce Sites
a. Authorized Marketplace Reseller must provide sell-through information by SKU and approved retail location upon request. HexArmor reserves the right to perform an audit of all financial statements of Authorized Marketplace Reseller pertaining to HexArmor sales or the business operations (conduct) to ensure compliance with this policy.
4. HexArmor’s Trademarks & Brand Policy
a. Authorized Marketplace Reseller must comply with HexArmor’s Trademark & Brand Policy and represent yourself as a HexArmor’s Authorized Marketplace Reseller in all Authorized Marketplace Reseller advertising and sales collateral.
b. Setting up businesses, registering domain names, or using social media usernames that contain the HexArmor name or any of HexArmor’s trademarks is strictly prohibited. To ensure compliance with this Policy, you must only use approved marketing materials for all HexARmor products.
5. Trademarks and Logos for Products, Names, Apps and Websites
a. Authorized Marketplace Reseller must not use the HexArmor Marks in a way that implies partnership, sponsorship, affiliation or endorsement with HexArmor. You must:
i. Avoid trademarks, company names, product or feature names, domain names, or social media handles that are confusingly similar to the HexArmor’s Marks.
ii. Do not use or display the HexArmor word marks more prominently than your company, product, or service name.
iii. Do not alter the HexArmor Marks. HexArmor is our proper name, and it should be capitalized accordingly.
iv. Do not use, copy, alter or imitate HexArmor’s logos, trade dress, color scheme, website, products, packaging, icons, marketing materials or photographs.
v. All uses of the HexArmor Marks must be truthful and accurate, and not likely to cause confusion as to source, affiliation or association.
6. HexArmor’s MAP POLICY
a. Authorized Marketplace Reseller must understand their obligations under HexArmor’s MAP Policy and abide by them. HexArmor has a unilateral United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized marketplace resellers of HexArmor Products located in the United States of America. HexArmor, in its sole discretion, reserves the right to discontinue doing business with any authorized marketplace reseller that advertises any product(s) covered their MAP Policy at a price lower that the MAP.
7. Sell to Retail Consumers Only
a. Authorized Marketplace Reseller may not sell or transfer products in bulk to B2B accounts, wholesalers, or freight forwarders/drop shippers for other Authorized Marketplace Reseller’s, third-party websites, bulk purchasers or other authorized marketplace resellers or any other entity, that Authorized Marketplace Reseller knows or should know has intent to resell the Products. Authorized Marketplace Reseller shall not sell or transfer any Products. Authorized Marketplace Reseller may only sell to persons that are end users of the products.
8. Only Purchase HexArmor Products Directly from HexArmor
a. Authorized Marketplace Reseller must not buy HexArmor products from other authorized marketplace resellers, or from other sources other than HexArmor.
9. Only Sell HexArmor Products in Original Packaging
a. Authorized Marketplace Reseller may not alter original HexArmor packaging in any way prior to reselling HexArmor Products. Removing HexArmor Products from packaging, altering or changing UPC codes, changing or removing expiration dates, altering trademarks, removal or altering of serial numbers, tracking codes, or any other identifying information and reselling HexArmor Products in any condition other than sold by the HexArmor is strictly prohibited.
10. No Comingling Of Products
a. Authorized Marketplace Reseller may not sell to websites like Amazon, Wal-Mart, or any other third-party marketplace or Authorized Marketplace Reseller, or allow HexArmor products to be comingled with any other products.
11. No Bundling HexArmor Products without Obtaining Permission
a. Authorized Marketplace Reseller must not re-SKU or bundle, or re-bundle HexArmor products in your Authorized Marketplace Reseller assortments and data feeds without receiving prior written permission from the HexArmor.
12. Bulk Sales Customer Confusion
a. Authorized Marketplace Reseller will not advertise, market, display or demonstrate non-HexArmor products together with HexArmor products in a manner that would create the impression that the non-HexArmor products are made by, endorsed by or associated with the HexArmor.
13. Sell to Customer(s) within an Assigned Geographic Territory
a. According to the HexArmor Terms and Conditions,Authorized Marketplace Reseller must restrict customer order shipments to shipping addresses located within your assigned country or designated territory. This includes not selling or shipping HexArmor products to end consumers if your territory does not include the sales channel. Authorized Marketplace Reseller must include their full company name, address, phone number and email address upon shipping in order to maintain quality customer service of the HexArmor products.
14. Provide Quality Customer Service
a. Authorized Marketplace Reseller and their sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Authorized Marketplace Reseller must provide customer service solutions promptly that will respond to customer questions and concerns both before and after sale of the Products. Authorized Marketplace Reseller and Authorized Marketplace Reseller’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of HexArmor. Authorized Marketplace Reseller agrees to cooperate fully with HexArmor in any investigation or evaluation of such matters.
15. Product Care, Quality Controls & Material Difference
a. Product Storage and Handling: Products delivered to and under the care of the Authorized Marketplace Reseller shall be stored in a safe manner that protects the HexArmor products, and brand reputation by storing them in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional HexArmor storage guidelines that may be specified by the HexArmor from time to time.
b. Product Inspections. Authorized Marketplace Reseller upon receipt of the Products shall inspect the Products received for damage, defect, or other nonconformance (collectively, “Defects”). If the products are damaged or defective Authorized Marketplace Reseller must not offer the Products for sale. Authorized Marketplace Reseller shall report the defect immediately to the HexArmor at email@example.com.
c. Recall of Products. The HexArmor reserves the right to recall Products that are defective or a risk to the consumer’s safety. Authorized Marketplace Reseller shall cooperate with any and all safety information dissemination programs, or recall efforts of HexArmor. Once a recall has been announced the Authorized Marketplace Reseller must not offer the Product for sale, and must promptly report the defect to HexArmor firstname.lastname@example.org
16. Product Warranties & Guarantees
a. Authorized Marketplace Reseller must familiarize themselves with the HexArmor Product warranty and honor the warranties according to the HexArmor offerings and policies.
17. Ensure PCI Compliance
a. Authorized Marketplace Reseller must ensure PCI (payment card industry) compliance for all approved commerce- enabled websites owned and operated by your company.
18. Operate E-commerce Business Separately from Offline Retail Business
a. Authorized Marketplace Reseller must plan inventory for your e-commerce business separately from inventory planned for your physical store’s business and provide accurate sell-through numbers for each.
19. Limitation of Liability
a. No claims of any kind, whether as to materials delivered or for non-delivery of materials from HexArmor, and whether arising in tort or contract, shall be greater in amount than the purchase price of the products in respect of which such damages are claimed; and the failure to give notice of the claim to HexArmor where the order was placed within sixty (60) calendar days from the date fixed for delivery shall constitute a waiver by Authorized Marketplace Reseller of all claims in respect of such Products. In no event shall HexArmor be liable for special, indirect or consequential damages. Any claim with respect to defective Products or breach of warranty must be promptly made and shall apply to Products properly used, stored, applied and maintained.
20. Termination Or Suspension
a. This Agreement may be terminated with or without cause with sixty (60) days written notice to the other party.
b. Without limitation, the following events shall constitute grounds for termination by HexArmor:
i. If Authorized Marketplace Reseller files or have filed against it a petition in bankruptcy or insolvency or if Authorized Marketplace Reseller makes an assignment for benefit of its creditors of if Authorized Marketplace Reseller's viability as a going concern should, in HexArmor's judgment, become impaired;
ii. If Authorized Marketplace Reseller fails to provide and maintain a proper and sufficient sales force;
iii. If Authorized Marketplace Reseller degrades and places in bad repute the name and reputation of HexArmor expressly or by virtue of its methods of handling and/or promoting the Products.
iv. If Authorized Marketplace Reseller fails to meet agreed upon payment terms.
v. If Authorized Marketplace Reseller fails to comply with all the terms of HexArmor’s Policy.
c. Except as may be otherwise determined pursuant to the laws of the jurisdiction where Authorized Marketplace Reseller has its principle office, HexArmor shall have no liability to Authorized Marketplace Reseller by any reason of any termination or cancellation of this Agreement by HexArmor, including without limitation, liability for direct or indirect damages on account of loss of income arising from anticipated sales, compensation, or for expenditures, investments, leases or other commitments or for loss of goodwill or business opportunity or otherwise.
d. Upon termination by either HexArmor of Authorized Marketplace Reseller, HexArmor shall have the option of buying back from Authorized Marketplace Reseller any new unsold Products purchased from HexArmor, at the prices charged to Authorized Marketplace Reseller.
21. Liquidate Damages
a. Authorized Marketplace Reseller warrants that if it violates this Policy, directly or indirectly, including but not limited to, the restriction against selling on Amazon.com, via Amazon Vendor Central, Amazon Vendor Central Express, Fulfillment by Amazon (FBA), Fulfillment by Merchant (FBM) or in any other manner which currently exists or may hereafter may be developed on the Amazon sales platform (collectively, “Amazon.com”), other than as a 3rd Party authorized marketplace reseller, (3P), unless expressly approved by the HexArmor by addendum to their agreement. OR sells on Walmart.com, Jet.com, Rakuten.com, Buy.com, Ebay or any other third-party marketplace (collectively, “Third Party Marketplaces”)., OR violates the MAP Policy or Anti-Diversion policy set forth herein, Authorized Marketplace Reseller will pay $50,000.00 in past damages to HexArmor as liquidated damages.This payment is expressly intended to compensate HexArmor for past damages caused by the aforementioned activities, and in no way limits HexArmor’s ability to seek additional or different compensation for harm caused by Authorized Marketplace Reseller’s violation of this Agreement. The Parties are unable at this time to quantify the amount of damage that a violation of Retailer’s channel restriction would cause to HexArmor, and therefore expressly agree that $50,000 is reasonable and sufficient, in addition to any other monetary harm that HexArmor can prove.
a. Notwithstanding the provisions set forth above, Authorized Marketplace Reseller shall indemnify and hold harmless HexArmor against and from any claim, loss, damage or expense (including attorneys' fees and disbursements) (a) arising from any breach by Authorized Marketplace Reseller of any representation, warranty, covenant or other obligation of Authorized Marketplace Reseller of this Agreement, (b) resulting from any unlawful act committed by Authorized Marketplace Reseller or any Agent of Authorized Marketplace Reseller thereof, or (c) which HexArmor may sustain by reason of any act, omission or misrepresentation of Authorized Marketplace Reseller or Agent or any Authorized Marketplace Reseller thereof.
a. HexArmor reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Authorized Marketplace Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the HexArmor IP, or use of any other information or materials provided by the HexArmor to Authorized Marketplace Reseller will be deemed Authorized Marketplace Reseller’s acceptance of the amendments. If any provision of this Policy is held contrary to law, the remaining provisions shall remain valid. This Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan, without regard to its choice of law rules.In the event of a dispute over the terms or performance under this Policy, Authorized Marketplace Reseller expressly submits to personal jurisdiction and venue in the federal or state courts inGrand Rapids, Kent County Michigan.