Distributor Resale and eCommerce Agreement
In an effort to maintain the strength and reputation of the Flint & Walling® brand, as a brand exclusive to the professional trade, FLINT & WALLING, INC. ("F&W"), is instituting this Distributor Resale and eCommerce Agreement (the "Agreement"). The intent of the Agreement is to protect our distributors, professional installers and their end-users.
Terms of Agreement:
- The Flint &Walling® brand is purposely intended for the professional trade. Wholesaler/distributor does not have permission to use or alter any copyrighted material, unregistered or registered trademarks or service marks, product or brand images, or other intellectual property belonging to F&W without F&W’s prior written consent.
- Wholesaler/distributor agrees to sell F&W products only through established distribution channels, including, but not limited to, the following: licensed plumbing professionals, mechanical & plumbing contractors, septic installers and end-users.
- Wholesaler/ distributor agrees that it will not, without first obtaining F&W’s written permission, resell F&W products through any other distribution channels including, but not limited to, the following: national retail outlets and/or eCommerce such as The Home Depot, Lowe’s, Wal-Mart, E-bay, Craigslist, and Amazon.
- If found in violation F&W reserves the right to immediately terminate its relationship with the wholesaler/distributor.
- F&W also reserves the right to provide a warning and/or alter the wholesaler/distributor net pricing in lieu of termination based on the severity of the violation and damage to the Flint & Walling® brand and image.
- Wholesaler/ distributor agrees that any eCommerce/online resale will be made under the wholesaler/distributor’s name only and only in the agreed upon distribution channels unless wholesaler/distributor has prior authorization in writing from F&W.
- F&W reserves the right of prior approval with respect to any advertisement in any form pertaining to the sale of its products.
- Wholesaler/distributor engaging in eCommerce agrees to our advertised internet price policy as stated below.
- F&W list price is defined as the current list price published in the most current F&W list price book (FW0004). The minimum price on the Internet shall not be advertised less than 10% off the current list price.
- Re-sellers must update their advertised web price on the date that F&W price updates become effective.
- If one or more F&W products are advertised on the web in a non-password protected format or in a non-shopping cart format for distribution at a price lower than the minimum advertised price (list, less 10%) F&W reserves the right to immediately terminate its relationship with the wholesaler/distributor. F&W also reserves the right to alter the wholesaler/distributor net pricing in lieu of termination.
- F&W currently plans to follow the sequence below for violations of this Distributor Resale and eCommerce Agreement. This sequence may be altered upon agreement with F&W.
- First violation: Written warning for compliance with 30 days.
- Second violation: Contact by regional manager to discuss violation and establish formal corrective action plan within 10 days, including change to customer discount level.
- Third violation: Termination of partnership.
F&W reserves the right to amend this Agreement at any time at its sole discretion.