Sawyer Products, Inc. Dealer Terms and Conditions

THIS DEALER AGREEMENT (“Agreement”), is entered into today by and between the user logging in and SAWYER PRODUCTS, INC. (“Sawyer”), a Corporation, having, its principal place of business at 605 7^th Ave North Safety Harbor FL 34695. Dealer and Sawyer (individually a “Party” and collectively the “Parties”) desire to and do hereby enter into a manufacturer/dealer relationship, the governing terms and mutual promises of which are set forth in this Agreement.

DEFINITIONS. The following terms shall have the specified definitions throughout this Agreement.

Product(s): The items offered for sale by Sawyer to Dealer.
Dealer’s Authorized Customers: End Users of the Products, who is any purchaser of the Products who is the ultimate consumer/user of the Product, who uses an amount of Product only for personal use, and who does not intend to resell the Product to a third party.
Purchase Order (“PO”): An agreement to purchase and to pay for Product by Dealer that is transmitted to Sawyer in writing, by facsimile or electronically.

AUTHORIZED CUSTOMER SALES ONLY. Dealer shall sell Products solely to Dealer’s Authorized Customers. Dealer shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Sawyer. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Dealers, or any other person or entity Dealer knows or has reason to know intends to resell the Products, and also includes selling products over internet “auction” sites.
PRICING. Sawyer’s suggested retail price for the Product and any Dealer discount for the Product will be posted on SawyerDirect.net. Sawyer, at any time, may modify SawyerDirect.net, and Sawyer reserves the right to adjust pricing at any time for the Products. All Dealer orders for Product will be billed at the price in effect when the PO is placed.
PRODUCT AVAILABILITY. Sawyer will use its best efforts to make the requested Product by Dealer available for sale to Dealer. Dealer understands, however, that there is no guarantee as to Product availability for Dealer’s POs and, until shipped, there will be no guaranty of Product for sale to Dealer. Sawyer has the right to alter Product offered for sale at any time. Current Product information can be found on Sawyer’s website, https://sawyer.com/, or by contacting Sawyer. Sawyer may discontinue Products at any time without notice to Dealer.
PURCHASE ORDERS AND DEALER’S ORDER REQUIREMENTS

Purchase Orders. Any PO shall be subject to the terms and conditions of this Agreement. No terms on a PO shall add to, amend, or alter this Agreement. Sawyer retains the right to refuse any PO for any reason.
Order Requirements. The required opening order for new accounts is $500. Dealer shall refer to the Dealer and Credit application for full details regarding Sawyer dealer setup. Acceptance of any PO by Sawyer shall not be a firm contract until the order for the PO has shipped. Failure to ship or fulfill any order or series of orders in connection with the POs shall not create any liability on the part of Sawyer. Dealer understands and agrees that Dealer cannot rely on a PO or create or anticipate any PO until confirmed and shipped by Sawyer.
Products for Dealer and Territory. Subject to the PRODUCT AVAILABILITY provision above, Sawyer offers to Dealer, including Dealer and Dealer’s affiliates listed on the attached Exhibit A, Products for resale to Authorized Customers, and Dealer accepts the Products for resale to Authorized Customers offered by Sawyer on the attached Exhibit B and as mutually agreed for purchase by the Parties. All Products during the term of this Agreement shall be restricted to distribution by Dealer in the Territory as set forth in Exhibit C. Dealers shall not sell, ship, or invoice Products to customers outside of the United States of America.

ONLINE/WEB/INTERNET SALES. Dealer shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website, without the prior written consent of Sawyer, which is granted solely through execution by Sawyer of the Authorized Online Seller Agreement. Execution by Sawyer of the Sawyer Products, Inc. Authorized Online Seller Agreement constitutes the only means of providing consent to Dealer to sell the Products online. No Sawyer employee or agent can authorize such online sales through oral statements, other written agreement, or by any other means. The terms of this Agreement supersede any prior agreement between Sawyer and Dealer regarding the sale of the Products online.
SALES PRACTICES AND INVENTORY. Dealer shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Sawyer Products or other products, and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by Sawyer. Dealer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Further, Dealer shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers. Dealer shall not to use any third-party fulfillment service to store inventory or fulfill orders for the Products unless separately authorized by Sawyer in writing. Dealer shall not sell any Products at any trade shows without the prior written consent from Sawyer.
PRODUCT CARE, CUSTOMER SERVICE, AND QUALITY CONTROLS. Dealer shall care for the Products and adhere to the quality controls as set forth herein (collectively, the “Product and Customer Service Quality Controls”).

Product Packaging and Display. Dealer shall sell Products in their original packaging; including any hang tag, box, or other packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, GS1 code, or other identifying information on Products or their packaging is prohibited. Dealer may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Dealer shall not advertise, market, display, or demonstrate non-Sawyer products together with the Products in a manner that would create the impression that the non-Sawyer products are made by, endorsed by, or associated with Sawyer.
Product Storage and Handling. Dealer shall exercise due care in storing and handling the Products; shall store all Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness; and adhere to all storage guidelines for the Products provided by Sawyer.
Product Inspection. Within seventy-two (72) hours of Dealer’s receipt of the Products, Dealer shall inspect the Products for damage, defect, or other nonconformance (collectively, “Defective Product”). If any Defective Product is identified, Dealer shall not offer the Defective Product for sale and shall promptly report and return, per Sawyer’s return policy, the Defective Product to Sawyer at customer@sawyer.com. Dealer shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Dealer shall not sell any expired Products.
Customer Service. Dealer and Dealer’s sales personnel shall be familiar with the special features of all Products marketed for sale and shall obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Dealer shall make itself available to respond to customer questions and concerns both before and after sale of the Products and shall promptly respond to customer inquiries. Dealer and Dealer’s agents shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Sawyer. Dealer shall cooperate fully with Sawyer in any investigation or evaluation of such matters.
Recalls and Consumer Safety. To ensure the safety and well-being of the End Users (i.e. Dealer’s Authorized Customers) of the Products, Dealer shall cooperate with Sawyer with respect to any Product recall or other consumer safety information dissemination efforts. Should Dealer learn of any incident that could reflect or indicate a safety concern associated with any Product, or receive any complaint in connection with any Product, Dealer shall promptly report the incident, complaint, or other information learned to Sawyer at customer@sawyer.com regardless of the source.

WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY Sawyer CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE “STATEMENT OF WARRANTY”), SAWYER MAKES NO REPRESENTATION OR WARRANTY TO DEALER OF ANY NATURE OR KIND REGARDING THE PRODUCTS. SAWYER DISCLAIMS ALL OTHER WARRANTIES TO DeaLER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR OTHERWISE. SAWYER’S SOLE OBLIGATION AND LIABILITY TO DEALER IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPAIR OR REPLACE THE RELEVANT PRODUCT AT ITS COST. Each Party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.
DEALER OBLIGATIONS.

Dealer Name or Trade Name. Dealer may only sell product under the Name or Tradename listed on the Vendor Application and listed herein. Dealer must obtain Sawyer’s written consent to sell the Product under any other name.
Product Availability. Dealer will list Product in its catalog(s) and/or display product in Dealer’s stores as appropriate and endeavor to make such Product available to customers.
Advertising. Dealer shall forward to Sawyer copies of all advertising done by Dealer for Sawyer Products if requested by Sawyer. This advertising shall include a copy of the ad and the name, address, and telephone number, and/or website where the advertising was placed.
Dealer Support. Dealer shall make its facilities reasonably available for Sawyer or Sawyer’s agents, including independent sales representatives, and will assist in Product training and support upon Dealer’s request.
Administration. Dealer will furnish to Sawyer upon request a valid tax exemption certificate or Sales Tax License for the City and State or any other tax entity where the Dealer’s store(s) are located.
Dealer’s Insurance. Dealer shall carry insurance in the minimum amount of $1,000,000.00 for general liability, including products liability coverage. Dealer shall provide Sawyer a certificate of insurance upon Sawyer’s request.
Guarantee. Upon request of Sawyer in connection with this Agreement or within thirty (30) days of execution of this Agreement, Dealer shall provide a guarantor who shall execute the Guaranty to this Agreement. Should Dealer refuse to provide a guarantor upon Sawyer’s request, Sawyer reserves the right to terminate this Agreement.
Audit. Sawyer reserves the right to audit and/or monitor Dealer’s activities for compliance with this Agreement including, but not limited to, inspection of Dealer’s facilities and records concerning the Products.

SAWYER OBLIGATIONS.

Freight Terms. All shipments are F.O.B. Origin (Sawyer) unless otherwise granted by Sawyer. The Dealer is responsible for notifying Sawyer of any shipping errors, discrepancies, and lost or missing items within seven (7) days of receipt of Products for that shipment.
Invoicing. For each Product shipment to Dealer, Sawyer shall issue to Dealer an invoice showing Dealer’s order number, the Product part number, description, price, and any discount. Sawyer shall provide, from time to time, or when requested by the Dealer, a current statement of account, listing all invoices outstanding, any payments made, and any credits given since the date of the previous statement.
Support. Sawyer shall provide Dealer, its employees, and Authorized Customers reasonable amounts of sales literature, advertising materials, and training and support in Product sales when reasonably requested by Dealer.

RETURNS. Dealer must adhere to the following return procedures:

All Products or other items must have a Return Authorization (“RA”) number before being returned. The RA number must appear on the outside of the box and include a copy of the original invoice or packing slip. Products or other items received without an RA number will be returned to the Dealer at its expense.
Products or other items being returned for other than warranty issues must be unused and in their original packaging. The Product must be "like new" and be a current model Sawyer stocks. The Product must be in resalable condition, otherwise it will be returned to Dealer at the Dealer's expense.
All Products are subject to inspection and acceptance prior to any issuance of credit.
Returned Products may be subject to a fifteen (15%) percent restocking fee.
Dealer acknowledges that Sawyer reserves the right to repair or replace all Product, rather than issue a credit. Please be aware of this when informing your Authorized Customers about Product returns. When in doubt, please contact Sawyer.

MARKETING AND SAWYER INTELLECTUAL PROPERTY. Dealer acknowledges and agrees that Sawyer owns all proprietary rights in and to the Sawyer brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Sawyer IP”). Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the Sawyer IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease immediately upon termination of Dealer’s status as an Authorized Dealer. Sawyer reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the Sawyer IP at any time, without limitation. All goodwill arising from Dealer’s use of the Sawyer IP shall inure solely to the benefit of Sawyer.
COLLECTION

Payment Terms. Dealer’s payment terms shall be Credit Card or, if approved, Net Thirty (30) days, unless otherwise agreed to by Sawyer. Payment shall be deemed made on the date the funds are received and collected by Sawyer’s bank.
Past Due Accounts. Sawyer reserves the right to hold all shipments on overdue accounts. Past due accounts will be subject to a loss of open terms without notice. Accounts which are past due will be notified of their past due status. Orders not cleared for shipment within two weeks of notice will forfeit all discounts and are subject to cancellation. A finance charge of 1.5% per month (Twenty-Four (18%) Percent per annum) will be charged on any past due balances.
Attorneys’ Fees and Costs for Collection Efforts. Should Dealer fail to pay Sawyer in connection with the Product, and collection services are rendered by an attorney or agency to Sawyer against the Dealer, Dealer shall pay Sawyer for the attorneys’ fees and costs incurred for the collection services, to the extent permitted by law.
Ownership of Unpaid Product. Any Product not paid for by the terms of this Agreement by Dealer is owned by Sawyer. Sawyer, by and/or through any of its agents, may enter Dealer’s business after notice from Sawyer and repossess all Product necessary to satisfy any unpaid invoices from Sawyer to Dealer.

TERMS AND TERMINATION

Term. The initial term of this Agreement is one (1) year. Thereafter, the Agreement will automatically renew for successive one (1) year terms, unless it is earlier terminated.
Termination by Either Party. Either Party may terminate this Agreement, with or without cause, by giving one (1) day written notice to the other party. Upon termination, all monies due to Sawyer are immediately due and payable. Sawyer may buy back any resalable (unopened and still in the original packaging) Product at the price the Dealer paid. Either Party may immediately terminate this Agreement with written notice if the other Party:

i. Ceases to conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors; or

ii. Attempts to assign or otherwise transfer its rights hereunder in violation of this Agreement; or

iii. Any violation of any term of this Agreement.
Termination by Sawyer. Additionally, Sawyer may terminate this Agreement if:

i. there is an unacceptable change in the control or management of Dealer;

ii. Dealer ceases to function or makes an assignment for the benefit of creditors;

iii. a petition for bankruptcy is filed by or against the Dealer;

iv. the Dealer fails to pay its debts as they become due, provided due notice has been given by Sawyer to the Dealer and the Dealer has not cured such breach within thirty (30) days thereof; or

v. the Dealer resells the Product to any other person or entity without the written consent of Sawyer.
Effects of Termination. Upon Termination of this Agreement, Dealer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Dealer is an Authorized Dealer of Sawyer Products or has any affiliation whatsoever with Sawyer; and (iii) using all Sawyer IP (as defined below).
Void for Misrepresentations. This Agreement shall terminate immediately and be void if Sawyer finds any misstatement, fraud or misrepresentation, by Dealer in this Agreement.

RETURNS OF PRODUCT POST-TERM/TERMINATION. At Sawyer’s option within thirty (30) days or earlier after the expiration or termination of this Agreement, Dealer may return to Sawyer any unused Product in its original packaging for credit against outstanding invoices, or if there are no outstanding invoices, for a cash refund. Any credit or refund for Dealer’s returned Product shall be Eighty-Five (85%) of the original PO for the Product.
SURVIVAL. Section 14 (Collection), Section 16, (RETURNS OF PRODUCT POST-TERM/TERMINATION), Section 18 (Indemnification), Section 20 (Governing Law), and Subsection 24(c) (Attorney Fees’ and Costs) shall survive the expiration or earlier termination of this Agreement.
INDEMNIFICATION

Dealer’s Indemnification of Sawyer. All Sawyer product sold by Dealer will be sold for the intended purpose of the product and no sale shall be made for a purpose or use except as set forth in the Product and the Product Information found on the product or available at Sawyer’s website. Dealer agrees to indemnify and hold Sawyer harmless for any claims or losses of any kind including cost and/or attorneys’ fees if this clause is breached.
Limitation of Liability. Except as otherwise set forth in the preceding paragraph, neither Party shall be liable to the other Party for lost profits of business, indirect, consequential, or punitive damages, whether based in contract or tort (including negligence, strict liability, or otherwise), and whether or not advised of the possibility of such damages. This limitation in no way is mean to limit Sawyer’s liability for personal injury or death as a result of a defect in any Product in those jurisdictions where the law does not allow this limitation.

NOTICES. Any notice which either Party may desire to give the other Party must be in writing or electronic and may be given by (i) personal delivery to an officer of the Party, or (ii) by mailing the same by registered or certified mail, return receipt requested, or by Nationally Recognized Express Courier Service to the Party to whom the Party is directed at the address of such Party as set forth at the beginning of this Agreement, or such other address as the Parties may hereinafter designate in writing, or (iii) by facsimile communication subsequently to be confirmed in writing.
GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced in accordance with the laws of the Florida except that body of law concerning conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of a dispute over the terms or performance under this Agreement, Dealer expressly submits to personal jurisdiction and venue in the federal or state courts for Pinellas County, Florida.
COOPERATION. Each Party agrees to execute and deliver such further documents and to cooperate as may be necessary to implement and give effect to the provisions contained herein.
FORCE MAJEURE. Neither party shall be liable to the other for any delay or failure to perform which results from causes outside its reasonable control.
INJUNCTIVE RELIEF. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach by Dealer of Sections 2 (AUTHORIZED CUSTOMER SALES ONLY); 6 (ONLINE/WEB/INTERNET SALES); 7 (SALES PRACTICES AND INVENTORY); 8 (PRODUCT CARE, CUSTOMER SERVICE, AND QUALITY CONTROLS); or 13 (MARKETING AND SAWYER INTELLECTUAL PROPERTY) of this Agreement, it is agreed and understood that Sawyer will have no adequate remedy in money or other damages at law. Accordingly, Sawyer shall be entitled to injunctive relief and other equitable remedies, provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Sawyer to exercise any right(s) herein or to insist upon full compliance by Dealer with Dealer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Sawyer’s right to fully enforce any or all provisions and parts thereof.
ATTORNEYS’ FEES AND COSTS. In the event there is any dispute concerning the terms of this Agreement or the performance of any Party under this Agreement, other than a dispute for non-payment as set forth in Section 14 (COLLECTION), and a Party hereto retains counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the terms of this Agreement in any legal proceeding (including mediation and arbitration), each Party shall be solely responsible for its own costs and attorneys’ fees incurred.
MISCELLANEOUS PROVISIONS

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
Section Headings. Section headings in this Agreement are for convenience only and shall not be used in construing the Agreement.
Incorporation of All Exhibits. Each exhibit referred to hereinabove and attached -hereto is hereby incorporated herein by reference as if set forth herein in full.
Severability. A judicial or arbitration determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found to be valid.
No Implied Waivers. If either Party fails to require performance of any duty hereunder by the other Party, such failure shall not affect its right to-require performance of that or any other duty thereafter. The waiver by either Party of a breach of any provision of this Agreement shall not be a waiver of the provision itself or a waiver of any breach thereafter, or a waiver of any other provision herein.

BINDING Effect/No Assignment. This Agreement is not assignable unless agreed to in writing by the Parties hereto. Any attempted assignment in violation of this provision will be void. NOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION, IN THE EVENT THAT EITHER PARTY IS MERGED WITH OR CONSOLIDATED INTO ANY OTHER ENTITY, OR IN THE EVENT THAT SUBSTANTIALLY ALL OF THE ASSETS OF EITHER PARTY ARE SOLD OR OTHERWISE TRANSFERRED TO ANY OTHER ENTITY, THE PROVISIONS OF THIS AGREEMENT WILL BE BINDING UPON, AND INURE TO THE BENEFIT OF, SUCH OTHER ENTITY. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective representatives, successors, and permitted assigns.
ENTIRETY. This Agreement constitutes the entire agreement between the Parties regarding its subject matter. This Agreement supersedes all previous proposals, representations, or statements, whether oral or written. Any previous agreements between the Parties pertaining to the subject matter of this Agreement are expressly terminated. The terms and conditions of each Party's purchase orders, invoices, acknowledgments/confirmations or similar documents shall not apply to any order under this Agreement, and any such terms and conditions on any such document are objected to without need of further notice or objection. Any modifications to this Agreement must be in writing and signed by the authorized representatives of both Parties.
AUTHORIZED REPRESENTATIVES. Either Party’s authorized representative for execution of this Agreement or any amendment hereto shall be president, a partner, or a duly authorized vice president of their respective party. The Parties executing this Agreement warrant that they have the requisite authority to do so.

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