Sales and Distribution Agreement
Purpose
This statement sets forth the marketing policy of the HB Ross Manufacturing Company as it relates to the retail distribution of the Ross Meter; that is, the sale of the Ross Meter from the manufacturer directly to retail distributors and stores which sell directly to customers. The HB Ross Manufacturing Company desires to achieve an overall market structure which will permit the HB Ross Manufacturing Company to provide a product of excellent quality and value through a stable network of quality retail dealers.
Basic Distribution Policy
The HB Ross Manufacturing Company seeks a stable network of quality retail dealers who can stock, display, promote and sell the ACVGD Ross Meter in accordance with this sales and distribution agreement. It is of particular importance to the HB Ross Manufacturing Company to be adequately represented. Generally, it is the policy of the HB Ross Manufacturing Company to select retail dealers who will market its product in appropriate surroundings in the most efficient, tasteful and effective manner. This is in keeping with our long-range objectives of providing the best possible service to our customers and preserving the value and uniqueness of our product and trade name. It is the policy of the HB Ross Manufacturing Company not to sell its products to any retail dealer who adopts distribution or sales methods which are deemed detrimental to the HB Ross Manufacturing Company’s own lawful interests, or which bring discredit to the product or trade name of the HB Ross Manufacturing Company. For these reasons, it is the policy of the HB Ross Manufacturing Company not to sell its products to retail dealers who sell the HB Ross Manufacturing Company product at unauthorized locations, through unauthorized divisions, or to unauthorized dealers.
Retailers should take extra care when shipping to other jurisdictions as they may require specific labeling or compliance with other legal requirements. Retailers will indemnify, defend and hold the HB Ross Manufacturing Company harmless from and against all cost, damages, claims (threatened or actual) and expenses, including reasonable attorneys’ fees, which may arise, develop or derive in any way from selling into areas that are outside their trading area.
Policy Application
The HB Ross Manufacturing Company believes each retailer must determine his own business policies. Accordingly, the HB Ross Manufacturing Company acknowledges that the dealer may decline at any time to do further business with the HB Ross Manufacturing Company if the policies set forth in this statement are unsuited to his business or if for any other reason the dealer deems it to be in his best interest to drop the the HB Ross Manufacturing Company line. Correspondingly, the dealer understands and agrees that the HB Ross Manufacturing Company reserves the right, upon such notice as the company deems reasonable, to withdraw any part of its line or to decline to do further business with any dealer for any reason the company deems to be in its best interest. Although the company reserves this right, the following are some but not all of the reasons that such terminations may take place:
- Failure to pay invoices when due
- Inadequate sales
- Excessive order cancellations
- Excessive and/or unauthorized chargebacks
- Inadequate service to customers
- Inadequate stocking, display or promotional efforts
- Inadequately trained personnel
- Misleading advertising
- “Selling away” from the HB Ross Manufacturing Company product.
- Image within the trading area not consistent with that maintained by the HB Ross Manufacturing Company
Decisions terminating a dealership are made in the HB Ross Manufacturing Company’s home office. The HB Ross Manufacturing Company will not entertain complaints from retail dealers about other dealers. This sales and distribution statement may be supplemented or amended at any time and from time to time.
GENERAL POLICY FOR PROMOTING HB ROSS MANUFACTURING PRODUCTS ON THE INTERNET
The HB Ross Manufacturing Company, maintains Web sites at the following URL addresses: www.therossmeter.com; www.hbrossmfg.co; and www.hbrossmfg.com for the purpose of promoting its product, educating consumers about its product, training customers in the proper use of its product and directing consumers to retailers. As noted in this Sales and Distribution Policy, the HB Ross Manufacturing Company is interested in principally conducting business with qualified retailers who will “stock, display, promote and sell” the HB Ross Manufacturing Company product in “bricks and mortar” retail store locations in their market area and/or on the internet. As a result, the HB Ross Manufacturing Company has developed and implemented the following policies regarding the advertisement and marketing of the HB Ross Manufacturing Company products on the Internet.
All authorized retailers may advertise on the Internet in order to inform their local market about the availability of the HB Ross Manufacturing Company products in their store. The limited right of authorized retailers to promote and advertise on the Internet is contingent on completion of this form and upon compliance with the Internet policy guidelines outlined below. This Internet policy supplements the HB Ross Manufacturing Company’s sales and distribution policy.
The HB Ross Manufacturing Company provides a limited right to the use of its name, graphics and hypertext links to the HB Ross Manufacturing Company web pages on authorized retailer web sites under the following conditions and with the following limitations concerning internet use:
1. The HB Ross Manufacturing Company owns all Intellectual Property related to the products it sells and distributes. The term “Intellectual Property” includes the following:
1. All copyrights and all other rights of any kind or nature to any form or medium of expression;
2. All trade secrets and processes and any other protection for confidential information;
3. Patents and patent applications;
4. Any items artwork or other matters which are protect able or may properly be registered or protected under any copyright, patent, trade secret, confidentiality or other similar laws;
5. Trademarks and trade names; and
6. Any other similar rights or interests recognized by applicable laws, related to, or associated with the HB Ross Manufacturing Company’s products.
2. The HB Ross Manufacturing Company grants a non-exclusive and limited license to authorized retailers to utilize the HB Ross Manufacturing Company names and other Intellectual Property for purposes of advertising and promoting the HB Ross Manufacturing Company products on the internet.
3. Retailers must maintain good financial standing with the HB Ross Manufacturing Company.
4. Copying HTML and other codes from the HB Ross Manufacturing Company’s websites to use on another website is strictly prohibited without written consent.
5. Using deceptive language, which implies that a retailer has greater rights or privileges from the HB Ross Manufacturing Company than actually granted or greater than other retailers is prohibited.
6. Only current, up-to-date information may be used. Retailers must keep the HB Ross Manufacturing Company advised of all URLs they utilize to display, advertise or market the HB Ross Manufacturing Company products.
7. Promotional information must be done in good taste and must be consistent with the HB Ross Manufacturing Company’s corporate goals.
8. Retailers must comply with all other applicable HB Ross Manufacturing Company policies and may only display the HB Ross Manufacturing Company products they are authorized to sell.
9. Retailers may not use the HB Ross Manufacturing Company’s name in any part of the retailer’s website URL address.
10. Retailers may not advertise, or display the HB Ross Manufacturing Company’s products or images on any auction site or comparative shopping site, such as EBay, Yahoo auctions, Nextag, Calibrex, Craigslist or any similar web site. Sales of the HB Ross Manufacturing Company products online through auctions, or reverse auction sites of any kind are expressly prohibited.
11. Retailers may not advertise or list for sale any the HB Ross Manufacturing Company products on any third party marketplaces (such as Walmart.com, Amazon.com, etc.) without expressed written permission of the HB Ross Manufacturing Company.
12. The HB Ross Manufacturing Company reserves the right to modify or amend these conditions at its discretion as warranted.
13. Retailers will indemnify, defend and hold the HB Ross Manufacturing Company harmless from and against all costs, damages, claims (threatened or actual) and expenses, including reasonable attorneys’ fees, which may arise, develop or derive in any way from Retailer’s website or unauthorized use of the HB Ross Manufacturing Company’s Intellectual Property on the Internet.
14. The HB Ross Manufacturing Company reserves the right to withdraw approval for the display, advertisement, promotion or sale on a web site of the HB Ross Manufacturing Company products by any authorized retailer at any time for any reason or for no reason in the HB Ross Manufacturing Company’s sole discretion. Upon notice of such revocation of approval, the affected authorized retailer will immediately remove any objected-to the HB Ross Manufacturing Company’s Intellectual Property or information regarding the HB Ross Manufacturing Company’s products from the internet web site.
15. The HB Ross Manufacturing Company reserves the right to restrict products from Internet exposure in a total or a limited basis.
16. Retailers may not enter into any Internet marketing partnerships, joint ventures or relationships for the marketing, advertisement, sale and distribution of the HB Ross Manufacturing Company products on the Internet without the prior written approval by the HB Ross Manufacturing Company senior management before implementation. The HB Ross Manufacturing Company reserves the right to prohibit such relationships in its sole discretion.
17. Retailers must provide the HB Ross Manufacturing Company a draft of their internet web site prior to offering the HB Ross Manufacturing Company products for sale online and must obtain the HB Ross Manufacturing Company home office written approval of the language regarding the HB Ross Manufacturing Company products.
HB ROSS MANUFACTURING MINIMUM QUANITY TO ORDER (“MOQ”) POLICY: Our dealers enjoy a wholesale price that is very attractive to them. In order for the HB Ross Manufacturing Company to offer a desirable wholesale price to our dealers, the company must set an acceptable minimum number of units that the dealer must order. As a result, this MOQ policy is set forth. When retailers submit a purchase order to the HB Ross Manufacturing Company, they are required to order a minimum of 5 (five) units.
HB ROSS MANUFACTURING MINIMUM ADVERTISED PRICE (“IMAP”) POLICY: Retailers are free to advertise and sell approved HB Ross Manufacturing Company products online for any price they choose. However, the minimum advertised price a dealer can advertise for our product is the MSRP provided by the HB Ross Manufacturing Company. The purpose of having a minimum advertised price is to deter brand erosion.
A Retailer who has violated the IMAP Policy on an item may no longer be allowed to sell HB Ross Manufacturing Company products. It is up to the HB Ross Manufacturing Company to decide what action, if any, will be taken.
If a Retailer has been notified that they can no longer distribute our products, the Retailer is notified that their right to use the associated copyrights, images, trademarks or product copy and data is also suspended. All data on that item(s) should be immediately removed from Retailer’s website and marketing materials and not used on Retailer’s website or otherwise until such time as the Retailer has been reauthorized to purchase that item(s). The Retailer further understands that the HB Ross Manufacturing Company will accept no responsibility and/or associated liability for any orders accepted by the Retailer during any period which the Retailer’s right to advertise and offer for sale any item (s) is suspended.
The HB Ross Manufacturing Company products that are returned by consumers may be resold online by an ecommerce retailer. Such items may be sold under IMAP but it must be made very clear on the site that this item is a return or a transit cancellation. Such items should have an obvious description in the title and description that clearly states that this item was a return (may be called an “Open Box Return”). The image on such items should be of the actual item and not a standard new product image provided by the HB Ross Manufacturing Company. Cancelled orders that are not returns and are still sealed in their factory cartons cannot be classified as an “open box return” item and must be advertised at the IMAP price.
The HB Ross Manufacturing Company does not seek, and will not agree with Retailers about prices to be charged. Decisions to end distribution of any collection or product to any Retailer for violation of this policy will be made by the HB Ross Manufacturing Company unilaterally, without consultation with that Retailer or any other Retailer. “Advertised price” as that term is used herein, shall mean the Retailer’s total Internet advertised price reduced by the wholesale value of any associated premium, gift, and/or promotional item given away with the sale of the products covered by this policy. The Advertised price, as defined above, may not be less than the published IMAP price for any individual item. The HB Ross Manufacturing Company will make the determination of Advertised price unilaterally. Retailer complaints are neither solicited nor encouraged. The HB Ross Manufacturing Company and its agents and employees will not engage in any discussion with a Retailer about any information received regarding another Retailer’s prices, or action that may be taken or has been taken by the HB Ross Manufacturing Company. The HB Ross Manufacturing Company will not take action on any information received, but rather will make its own independent determination. The HB Ross Manufacturing Company’s IMAP policy is a unilateral statement of the terms on which the HB Ross Manufacturing Company will do business with Retailers. The HB Ross Manufacturing Company neither seeks nor will it accept retailer agreement with or to this policy.
Retailer Definitions:
- “E-Commerce Retailer”: a Retailer that sells products to consumers online.
- “Hybrid Retailer”: a Retailer that sells at a brick-and-mortar location and on the internet to consumers.
The HB Ross Manufacturing Company Repair and Replacement Policy
We ship our products directly to our dealers using carriers of our choice. If the shipment is received and found to be damaged, contact the HB Ross Manufacturing Company AND take pictures of the damage. Send the photos to us. The HB Ross Manufacturing Company representative will make a claim with the carrier as needed.
If the customer claims the item is defective, the following guidelines apply:
Instruct the customer to contact the HB Ross Manufacturing Company directly. We will work with your customer to correct the problem. If the defect is under Warranty, we will repair. If the defect is deemed to have been caused by abuse, improper use or mis-use, then the Warranty will not apply and costs will be estimated to repair. If the report of defect is outside the Warranty time frame, costs to repair will be estimated and given to the customer.