| 1. | Purpose and Scope |
|---|---|
| 1.1 | This Policy applies to all distributors, wholesalers, retailers, and other purchasers of Company products who resell those Company products ("Resellers"). |
| 1.2 | This Authorized Reseller Policy ("Policy") governs the terms under which Resellers may market, promote, and sell Company products. This Policy is intended to protect brand value, integrity, and reputation; ensure product quality; and maintain a consistent customer experience across all sales channels. |
| 2. | Reseller Obligations |
| 2.1 | Resellers must sell only new, authentic, and unused products in original packaging. |
| 2.2 | Resellers shall promote Company products consistent with any brand guidelines provided by the Company. |
| 2.3 | Reseller shall not make unauthorized representations or warranties. |
| 2.4 | Resellers shall use commercially reasonable efforts to promote and sell Company products. |
| 2.5 | Resellers shall comply with all applicable export control laws and sanctions programs and shall not transfer products to prohibited destinations or parties. |
| 2.6 | Products sold by unauthorized sellers are not eligible for manufacturer warranties or support services. |
| 3. | Distribution Restrictions |
| 3.1 | Resellers may sell Company products only through expressly approved channels: (i) brick-and-mortar retail locations; (ii) the reseller's own e-commerce website; or (iii) approved third-party platforms. Authorization for one channel does not extend to others. |
| 3.2 | Only Resellers who have received prior written authorization from the Company may sell products on third-party marketplaces, including Amazon, Walmart Marketplace, eBay, and similar platforms. A Reseller with such prior written authorization is, for the time period of the written authorization, an "Authorized Marketplace Seller." |
| 3.3 | Any Reseller who is not an Authorized Marketplace Seller shall not list Company products on any third-party marketplace, auction site, deal site, flash sale site, or liquidation site (collectively, "Third-Party Sites"). This includes indirect sales, transshipment, or supplying any party known to resell on Third-Party Sites. |
| 3.4 | Company may revoke an Authorized Marketplace Seller designation upon thirty (30) days' notice. |
| 3.5 | Resellers may not divert products to unauthorized channels. Shepherd Hardware reserves the right to implement product tracking mechanisms, including lot codes, packaging identifiers, and audit rights to trace diversion. |
| 4. | Intellectual Property and Brand Protection |
| 4.1 | Resellers are granted a limited, non-exclusive, non-transferable, revocable license to use Company's trademarks solely for authorized promotion and sale of Company products, subject to Company's trademark guidelines. |
| 4.2 | Other than under this license, Company grants no other (and reserves all) rights to its intellectual property. Resellers shall not modify Company's intellectual property or register confusingly similar marks or domain names. |
| 4.3 | Resellers shall not register domain names incorporating Company's trademarks without consent or use SEO, paid search, or social media in a manner that misleadingly suggests affiliation beyond the authorized reseller relationship. |
| 5. | Termination |
| 5.1 | Violation of this Policy may result in immediate termination of supply, cancellation of orders, revocation of any Authorized Marketplace Seller designation, and legal action. Upon termination, the Reseller shall immediately cease all use of Company's intellectual property. |
| 6. | General Provisions |
| 6.1 | This Policy is unilateral and non-negotiable. This Policy is not intended to and does not create any agreement from Resellers. Company independently determines the entities with whom it will conduct business. |
| 6.2 | Resellers are not agents, employees, franchisees, or legal representatives of Company. Nothing in this Policy shall be construed to create an agency, employment, franchise, or joint venture relationship between Company and any Reseller. Resellers have no authority to bind Company to any contract, obligation, or liability, and shall not hold themselves out as having such authority. Each Reseller is solely responsible for its own employees, taxes, benefits, and compliance with applicable labor and employment laws. |
| 6.3 | Company may modify this Policy at any time at Company's sole discretion. |
| 6.4 | No waiver of any provision of this Policy will be effective unless made in writing and signed by an authorized representative of the Company. Any such waiver shall apply only to the specific instance and for the specific purpose for which it was given and will not constitute a waiver of any other provision or of the same provision on any other occasion. Company's failure to enforce any provision of this Policy at any time may not be construed as a waiver of that provision or of Company's right to enforce it at a later time. |
For any questions, please email us at: info@parkerbailey.com