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Reseller Agreement


MacNeil Automotive Products, Limited Reseller Agreement

  1. Acceptance. MacNeil Automotive Products, Limited ("MNAPL" and/or "WEATHERTECH") has published this Reseller Agreement ("Agreement") on its wholesale web site, located at www.weathertechdirect.com. Any entity that purchases MNAPL’s products for resale to others ("Reseller") anywhere in the chain of product distribution (i.e., warehouse dealer, dealer, and/or direct reseller, or any combination thereof) should carefully review this Agreement. Resellers clicking on the "I accept" button at the bottom of this Agreement, executing this Agreement in writing or by electronic acknowledgement, such as through email or facsimile, and/or failing to object to any term or condition upon receipt of this Agreement, as called for by this Agreement, is its indication that reseller has reviewed, understands and consents to the terms and conditions of this Agreement. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance of this Agreement by Reseller is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a counteroffer which may be rejected by MNAPL. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, purchase order or other document which is submitted by Reseller which are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Agreement, shall have no force or effect, and that Reseller agrees that any such provision therein or any such alterations in this Agreement shall not constitute any part of this Agreement unless specifically agreed to in writing by an MNAPL officer via handwritten signature. No alteration of MNAPL’s rights or obligations stated herein shall be binding unless agreed to in writing by a MNAPL officer.

  2. Price; Payment; Delivery. Price is as quoted in the sales order referring to this Agreement and is Net 30 days from date of shipment, which is MNAPL’s date of invoice. Except for drop ship orders or as otherwise agreed by MNAPL and Reseller, terms are Ex Works MNAPL’s dock, at which point title and risk of loss transfer to Reseller. For drop ship orders, terms are Ex Works point of manufacture, at which point title and risk of loss transfer to Reseller.

  3. Late Payment. All amounts not paid in full within 30 days after the date due shall bear interest from the date due until paid at an annual rate of eighteen percent (18%) compounded monthly. Payments received by MNAPL shall be first applied to interest accrued and unpaid as to any account of Reseller and then to any amount overdue on such accounts as MNAPL shall determine in its sole discretion.

  4. Cancellation: To cancel any order, Reseller must telephone or email MNAPL by the end of the business day on which Reseller’s order was received and must receive confirmation from MNAPL of cancellation. Orders for Products are otherwise not cancellable.

  5. Purchase Money Security Interest. Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to MNAPL for any Products, MNAPL shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to MNAPL. Reseller hereby appoints MNAPL as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give MNAPL the right (without prejudice to any other remedies):

  6. a.
    those in possession of the goods that are still owned by MNAPL, because they have not been paid for, agree not to contest or object to a court order allowing MNAPL to repossess said goods; and


    b.
    to prevent Reseller from reselling or parting with possession of the Products until the price there for shall have been paid in full.


  7. Taxes. The price of the Products is exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by Reseller.

  8. Standard Co-Op Advertising Allowance: MNAPL establishes every new Reseller account with a Standard Co-Op Advertising Allowance ("Standard Co-Op"). Standard Co-Op is a pricing discount and is the difference between the pricing offered Reseller and Jobber (retailer) level pricing. At MNAPL’s sole discretion MNAPL may extend to a Reseller one or more "Special Discounts" on Products which exceed the discounts reflected in the Standard Co-Op.

  9. Inventory Stock Adjustments:

  10. a.
    MNAPL offers to Resellers a once-annual stock adjustment of 3% of the previous year’s net purchases with a 1 – 1 offsetting order.


    b.
    To obtain a stock adjustment, a Reseller must notify MNAPL thirty days in advance, and must obtain a Return Goods Authorization (RGA) number from MNAPL. Reseller must pay the freight for returning the goods back to MNAPL.


    c.
    Stock adjustments will only be accepted from March through August, inclusive.


    d.
    MNAPL will issue an RGA only for Products identified with the WeatherTech® trademark. Products which are manufactured exclusively for a Reseller or which are private-labeled are nonreturnable. Products which are more than twelve months old, and Products which have been discontinued by MNAPL for more than six months, are nonreturnable to MNAPL.


    e.
    Products manufactured exclusively for the international market and/or exclusively for re-saleable Products adapted for use on US domestic vehicles are non-returnable to MNAPL.


    f.
    Credit will only be issued for returned Products which are in pristine and re-sellable condition. MNAPL reserves the right to discard any returned Product that MNAPL deems, in its sole opinion, to not be in a pristine and un-saleable condition, without any credit to be issued in this event to the Reseller making the return and without any further liability to MNAPL.


    g.
    If a credit is generated by returned Products, MNAPL will apply the credit to the Reseller’s account and will transmit a credit memo to the Reseller. Credits cannot be used as payment for outstanding balances for orders placed prior to the issue of a credit. Such credits are applicable to subsequent orders only.


    h.
    MNAPL does not participate in buy-backs or in inventory lifts of other manufacturers’ products.


    i.
    MNAPL does not offer pay-downs on a Reseller’s previously purchased inventory should a future pricing decrease occur.


    j.
    Where the stock adjustment requested by the Reseller is considered "large", MNAPL may direct the Reseller to make the return over two or more successive months and will notify the Reseller concerning the volume of each monthly return.


    k.
    Requests for stock adjustment which do not comply with the above guidelines may be made, at MNAPL’s sole discretion, but MNAPL will charge a restock fee, of no less than 20% of the price of the relevant purchase order.


    l.
    Non-palletized or non-bulk returns will be charged an additional $5.00 restock fee per part number.


    m.
    A Reseller may not count any order that was given additional discounts for promotional considerations against the sales total when calculating the return.



  11. Provisions Applicable to WeatherTech® Warehouse Distributors (WDs):

  12. a.
    Qualifications for WDs: MNAPL in its sole discretion may appoint Reseller as a WeatherTech® Warehouse Distributor. To qualify for WD status, a firm must be an established wholesale three-step automotive accessory distributor. The firm must maintain a representative and diverse inventory of Products to efficiently and quickly fill customer needs. A minimum annual sales volume of Products for Reseller should be proportionate to Reseller’s annual turnover, which provides proof that Reseller is making a sufficient effort to represent and promote the Products. MNAPL may revoke a Reseller’s WD status at any time, with or without cause. To continue to enjoy WD status, Reseller must comply with MNAPL’s unilaterally imposed Minimum Advertised Price ("MAP") Policy, published separately and apart from this Agreement.


    b.
    Freight: Unless otherwise agreed, Warehouse Distributor prepaid freight on all orders is $2500 for any and all Weathertech® Products (hereinafter: "Products"), to one location only. WDs who take possession of the Products at MNAPL’s dock, or who assent to MNAPL shipping freight collect, will be quoted a downwardly adjusted wholesale price for the Products.


    c.
    Drop Ship Orders: MNAPL does not expect the WD to stock any Product representing 1% or less of the total annual sales volume of MNAPL product sales by the WD. At the WD’s request MNAPL will drop ship any such Product (a "Special Order") to the WD’s customer, for the Minimum Advertised Shipping fee (MAS; refer to MAP policy issued separately) plus an additional handling fee of $3.00 per product group. A product group is a set of products shipped in the same package from the same location.


  13. Use by Reseller of MNAPL Intellectual Property. Reseller agrees to conform to MNAPL’s policy as set forth herein regarding the use of its intellectual property ("IP"). If MNAPL does provide authorization to use MNAPL IP, the authorized IP will not be altered from the original provided, or used in combination with any non-authorized material not related to MNAPL to market WEATHERTECH products. MNAPL IP includes but is not limited to trademarks, trade dress and copyrights in the images and text MNAPL uses to describe and market the Products, including but not limited to MNAPL video, graphics, box designs, marketing materials and/or copyrighted print advertising. MNAPL’s trademarks include the following, and are regularly updated at www.macneil-ip.com, all trademarks listed at this website are hereby MNAPL'S "IP" and are hereby incorporated by reference: ® indicates that the trademark is registered at the US Patent and Trademark Office.

ABSOLUTE INTERIOR PROTECTION™ AIRCUSHION™ ALL VEHICLE MAT™ AREATILE™ (Registration Pending)
AVM® BUMPERFRAME™
(Registration pending)
BUMPSTEP® CARGOTECH®
CLASSIC™ CLEARCOVER® CLEARFRAME™ CLICK AND STAY®
CROSS-LINK ACTION™ DIGITAL FIT® EASY-ON® FLOORLINER™
FLOWTHRU™ GENTLE CAR™ LAMPGARD® LET THE FRESH AIR IN®
MACNEIL AUTOMOTIVE PRODUCTS LIMITED & DESIGN® MACNEIL AUTOMOTIVE™ MACNEIL® MAGICLIP™
MAT DESIGN® MATGRIP® MATHANGER™ MOUNTS-IN-MINUTES™
MUDDY BUDDY™ (Registration Pending) MULTI-FLEX™ PERFECT DIGITAL FIT® PLATEFRAME®
PLATESPACER™ (Registration Pending) QUADHANGER™ QUICKSNAP™ QUICKTECH™
QUICKTURN™ RACKSACK® REAR OVER THE HUMP FLOORLINER & DESIGN® REAR OVER THE HUMP™
ROLL AND WRAP™ SPOTTECH™ STARBELT™ (Registration pending) TECHCARE®
TECHFLOOR™ TECHGRIP™ (Registration pending) TECHLINER® TECHNO FLEX™
TECHFRAME™ (Registration Pending TECHRACK™ (Registration Pending) TECHSHADE® TRACTIONSQUARES™
TRIM-TO-FIT™ TWOSHOT™ UNDERLINER® WEATHERTECH TF®
WEATHERTECH® YOU CAN'T DO THAT™ (Registration Pending)    

Reseller may not use MNAPL IP or resell MNAPL products without MNAPL’s prior written authorization, executed in handwriting by a MNAPL officer, including but not limited to any of the following situations:

a. Magazine and newspaper advertising
b. Television, radio, billboard
c. Over the Internet, including but not limited to the following ways:

i. Any paid advertising allowing persons to bid on any MNAPL trademark as a search term entered by a visitor to the search engine site, alone or in combination with other words, including but not limited to:

  1. Google AdWords Program
  2. Bing Ads
  3. Yahoo/Bing/MSN Network

ii. Online stores and marketplaces, including but not limited to

  1. Amazon.com
  2. eBay.com
  3. Google Product Search
  4. BestBuy
  5. Shopzilla.com
  6. Walmart
  7. Target
  8. Sears
  9. Rakuten
  10. Overstock
  11. Newegg

iii. Social Networking Sites, including but not limited to

  1. Facebook
  2. Twitter
  3. Pintrest
  4. Google
IV.
Display Advertising
V.
Email Marketing

Reseller may use MNAPL IP in the following situations:

d. Resellers may use MNAPL IP as previously approved by MNAPL per the terms of this Agreement.
e. Resellers may elicit internet search results displaying MNAPL IP as the result of organic search results from
  reseller web sites that have been previously, expressly approved by a MNAPL officer in writing.
f. Use by a Reseller of MNAPL trademarks in the Reseller site’s Product description content, if and only if that
  Product is offered for sale by the Reseller under the conditions of this Agreement.

MNAPL will provide authorized images and text for MNAPL-approved uses thereof upon request of Resellers who are in good standing. Reseller may not redistribute such images and text to others without MNAPL’s prior written authorization, executed in handwriting by a MNAPL officer.

Any unauthorized use of MNAPL IP is a material breach of this Agreement, may at MNAPL’s sole discretion result in the loss of any Co-Op Allowance granted by MNAPL to Reseller, and may result in MNAPL’s institution of legal action. MNAPL also may, at its sole discretion, refuse to supply Reseller with any further MNAPL product.

  1. Delays. MNAPL will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of the Products, or for any damages suffered by Reseller by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, govern mental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, third party non-performance, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond the control of MNAPL.

  2. Warranty. MNAPL warrants the Products, as manufactured, to be free from defects in material and workmanship. MNAPL does not warrant damage occurring during shipment nor which is the result of faulty handling by Reseller or its downstream customers, nor which is the result of improper installation and/or misuse by the consumer or end user. MNAPL's warranty can be found at www.weathertechdirect.com/warranty. As Reseller’s sole remedy hereunder, MNAPL agrees at its cost to replace, on an exact-same product basis, any Product returned by Reseller to MNAPL, with proof that the Reseller purchased the Product directly from MNAPL. Reseller must exercise its remedy, if at all, electronically or in writing and within the warranty period published for the Product, as counted from the date that MNAPL delivers the Product to its dock or when received by Reseller, whichever event happens first. MNAPL reserves the right to discard any Product returned by Reseller to MNAPL, even if the returned Product is determined by MNAPL to be non-warrantable and Reseller consents to MNAPL's right to immediately discard any returned product at MNAPL's sole and absolute discretion.

  3. DISCLAIMER. EXCEPT AS SET FORTH IN THE PARAGRAPH IMMEDIATELY ABOVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.

  4. LIMITATION OF LIABILITY. MNAPL SHALL NOT BE LIABLE TO RESELLER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, ANY USE, MISUSE OR MODIFICATION OF THE GOODS (UNLESS SUCH MODIFICATION IS MADE ACCORDING TO THE INSTRUCTIONS ACCOMPANYING THE PRODUCT), MALFUNCTIONS AND DEFECTS IN THE GOODS, OR DELAY OF MNAPL IN PERFORMING HERE UNDER. IN NO EVENT SHALL MNAPL BE LIABLE TO RESELLER FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED BREACH, ALLEGED NON-PERFORMANCE, AND/OR ALLEGED PRODUCT DEFECT, FOR ANY INDIRECT, SPECIAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PARTIES' BUSINESS DEALINGS, EVEN IF MNAPL HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR KNEW OR SHOULD HAVE KNOWN THEREOF. LIABILITY HEREUNDER TO RESELLER, IF ANY, SHALL IN NO EVENT EXCEED THE PRICE PAID TO MNAPL HERE UNDER BY RESELLER.

  5. Default. Upon the happening of any one or more of the following events, MNAPL shall have the unrestricted right to cancel and terminate this Agreement without cost or liability to MNAPL: (1) Reseller’s insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Reseller; (3) institution of legal proceedings against Reseller by creditors or stockholders; (4) appointment of a receiver for Reseller by any court of competent jurisdiction; (5) any breach of any agreement or MNAPL policy by Reseller. The acceptance of Products or performance after the occurrence of any of the events above enumerated shall not affect the right of MNAPL to cancel any additional obligations.

    In the event of a default hereunder by Reseller, MNAPL shall be entitled to collect as damages, in addition to all other damages allowed by law, the following amounts related to the Products: the actual cost of all goods, services, or materials purchased or contracted for and the cost of all tooling acquired by MNAPL in connection with the Products, plus 20% of the reseller's purchase Price to cover MNAPL’s design, purchasing and materials and tooling handling services.

  6. Miscellaneous.
  7. a.
    Any term or provision of this Agreement may be waived in writing, executed in handwriting, at any time by an officer of the party entitled to the benefit thereof. Any failure to enforce any provision hereof shall not constitute a waiver of such provision or of any subsequent failure to perform any obligation hereunder.


    b.
    Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.


    c.
    All notices, disclosures, or other communications which are required or permitted hereunder shall be in writing and shall be delivered in person, or by facsimile or sent by U.S. registered or certified mail, postage prepaid, if to MNAPL, to MacNeil Automotive Products Limited, 1 MacNeil Court, Bolingbrook, Illinois, USA 60440; and if to Reseller, to the address set forth on Reseller’s credit application. Notice may be sent by e-mail to the e-mail address of MNAPL at notices@macneil.com and to the e-mail address of Reseller as set forth on Reseller’s credit application. Notice delivered personally shall be deemed received upon delivery. Notice delivered by facsimile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by the sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting. Notice by e-mail shall be deemed received on the day upon which such notice is sent. Any party may change the address to which notices for such party may be sent by writ ten or electronic notice to the other party. Any notice or communication objecting to, seeking a change from, or re questing any alteration of the terms and conditions of this Agreement by Reseller, or any Reseller questions as to the scope or import of any MNAPL policy and/or this Agreement shall also copy Timothy M. Schaum by email, at tschaum@daspinaument.com; by mail at Daspin & Aument, LLP, 227 west Monroe, Ste. 3500, Chicago, Illinois 60606, or by facsimile at (312) 258-1955.


    d.
    This Agreement contains the entire agreement of the parties and supersedes and incorporates all prior and contemporaneous agreements, representations and negotiations between the parties with respect to the subject matter hereof. This Agreement may be altered or amended only by written instrument executed by both parties in handwriting, and on MNAPL's part, said signature must be of a MNAPL officer. No agreement or representation by any representative of MNAPL or contained in any proposal by or communication from MNAPL shall be binding upon MNAPL unless specifically set forth in this Agreement or a Sales Order referencing this Agreement and signed by an Officer of MNAPL. MNAPL’s Minimum Advertised Pricing ("MAP") Policy is unilaterally issued by MNAPL separately from this Agreement, forms no portion of this Agreement and is not modified by this Agreement.


    e.
    Neither this Agreement nor any rights thereunder may be assigned by Reseller without the prior written consent of MNAPL, executed in handwriting by a MNAPL officer.


    f.
    Actions to enforce this Agreement shall be brought in a court of competent jurisdiction located in DuPage County, Illinois, or if applicable, the Federal District Court for the Northern District of Illinois. The parties hereby agree that these two jurisdictions shall be the exclusive jurisdictions and venue with regard to any action related to the parties' business dealings and this Agreement. Reseller hereby expressly agrees to waive any objection to proceeding in these jurisdictions based on any argument that personal jurisdiction is not proper over Reseller, or any other objection, and Reseller expressly agrees to waive any argument that these jurisdictions and venues are in any way an inconvenient forum in which to hear any dispute between the parties. If MNAPL shall be the prevailing party in any action, MNAPL shall be entitled to recover its reasonable attorney fees and costs, including an appeal, from Reseller. The parties agree that the transaction embodied in this Agreement has a substantial connection to these jurisdictions, submit to the jurisdiction of such courts and agrees to the service of summons by mail in the same manner as notices may be served hereunder.


    g.
    We each agree that any dispute resolution proceedings and/or litigation will be conducted only on an individual basis and not in a class action, class arbitration, or a consolidated or representative action. Reseller expressly agrees not to, and waives any right to, proceed as or participate in a class, consolidated or representative action in any capacity. If for any reason a claim proceeds in court, Reseller expressly waives any right to a jury trial.


    h.
    This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Where Reseller is located in the province of Quebec, Canada, or in any foreign jurisdiction where English is not a primary language, MNAPL and Reseller confirm that they have requested that this Agreement and all related documents be drafted in English and understand all provisions and terms of this Agreement as drafted in English.


    i.
    In any action by MNAPL to enforce the provisions of this Agreement, MNAPL shall be entitled to collect as damages from Reseller, in addition to the service charge provided for above, all damages provided by law and this Agreement, MNAPL’s court costs and reasonable attorneys’ fees through the appellate level.


    j.
    The remedies of MNAPL hereunder shall be cumulative.


    k.
    If any term, condition, restriction or covenant contained in this Agreement shall be deemed illegal or unenforceable, all of the other terms, conditions, restrictions and covenants and the application thereof to all persons and circumstances subject hereto shall remain in effect to the extent permitted by law; and if any application of any term, condition, restriction or covenant to any person or circumstance shall be deemed illegal, the application or such term, condition, restriction or covenant to other persons or circumstances shall remain in effect to the extent permitted by law.


    l.
    As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.


    m.
    If this Agreement and any Sales Order referencing this Agreement cannot be interpreted to be consistent with each other, this Agreement shall control.



  8. This Agreement and any and all duties and obligations hereunder may not be delegated, transferred and/or assigned by the reseller without the express written consent of MNAPL, executed in handwriting by a MNAPL officer. Each delegation, transfer and/or assignment without such consent shall be null and void. The relationship between MNAPL and Reseller shall be that of independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or franchise between MNAPL and Reseller or shall constitute or be deemed to constitute the reseller as agent for MNAPL for any purpose. The Reseller shall have no authority or power to bind MNAPL or to contract in the name of and/or create a liability against MNAPL in any way for any purpose. MNAPL may assign its rights and obligations to a third party under this Agreement in its sole and absolute discretion.

  9. At any time and without prior notice MNAPL may modify any or all of the MNAPL policies.

  10. Reseller responsibilities. Except as otherwise approved in writing by an officer of MNAPL, Reseller will do each of the following: (a) promote the sale and use of the products; (b) promptly and effectively respond to questions and service requests from customers and prospective customers; (c) represent the products in an ethical and professional manner and refrain from any conduct that is or could be detrimental to the reputation or integrity of the dealer and/or MNAPL; (d) use the MNAPL IP only as permitted by MNAPL as described in this Agreement; (e) refrain from questioning or challenging the rights claimed by MNAPL or any of its affiliates or related entities in the intellectual property or assisting in any way other(s) in doing so; (f) comply with all laws, regulations and all of MNAPL's policies; and (g) promptly and in a timely fashion comply with whatever request may be made by MNAPL relating to any law, regulation or expectation thereof or the modification or recall of any or all of the products.

  11. Consumer safety. Reseller acknowledges that many of MNAPL's products are custom fit products dependent upon the specific make, model and year of vehicle in question, including other considerations (such as automatic versus manual transmissions). Consumer safety is a paramount concern for MNAPL. Authorized Resellers have access to all of MNAPL's up-to-date, accurate vehicle application data and safety instructions. Use of MNAPL's data and safety instructions and information is crucial to ensuring proper consumer use of MNAPL products and that a specific MNAPL product is appropriate for any specific vehicle application. Reseller shall review MNAPL's safety policy, training materials and instructions, which can be found at www.weathertechdirect.com/safetytips, and follow the instructions provided therein to train and educate Reseller's employees in accordance with these instructions and to ensure that Reseller is familiar with all of the data necessary to determine whether any particular MNAPL product is appropriate for a specific vehicle application. Reseller agrees to implement an appropriate continuing education program with its employees to ensure that all of MNAPL's safety instructions are followed and that its employees are adequately trained. In any event, Reseller agrees that its employees shall follow MNAPL'S safety policy and instructions and that Reseller shall train and educate its employees on MacNeil's safety policy and data no less than once every three months. In the event that reseller does not abide by the terms of this paragraph and/or fails to properly employ any and all data or safety instructions provided by MNAPL with regard to vehicle/product application data and/or instructions, Reseller expressly agrees to indemnify fully MNAPL for any liability incurred by MNAPL for such failure and/or any action brought by any purchaser of MNAPL product that in any way implicates a failure by Reseller to properly use any MNAPL data and/or safety instructions or information, including MNAPL's reasonable attorney fees and costs, and Reseller expressly agrees to allow MNAPL to employ its own counsel of MNAPL's choice with regard to any such action.

  12. Unauthorized Resellers. Upon Reseller receiving written notice from MNAPL that MNAPL has reason to believe that Reseller is selling MNAPL product to an unauthorized party that is reselling MNAPL products to third parties and/or that Reseller is selling MNAPL product to a party that is reselling MNAPL products in violation of any MNAPL policy, Reseller expressly agrees to cooperate fully with any investigation by MNAPL into such activity, including allowing MNAPL to audit Reseller's books, records, purchase orders and communications, in addition to any other relevant sources of information, in order to ascertain the identity of the unauthorized or violating reseller. Reseller shall provide MNAPL with all requested information within seven business days of MNAPL's request for said information and shall provide MNAPL with Reseller's good faith best efforts to establish the identity and all necessary information related to said unauthorized and/or violating reseller. Reseller expressly agrees that, in such circumstances, MNAPL does not have an adequate remedy at law, and that MNAPL may pursue mandatory injunctive relief in the agreed-up on jurisdictions referenced in paragraph 16(f) to obtain this information if, in MNAPL's sole and absolute discretion, Reseller has not adequately responded to MNAPL's request for information with regard to any unauthorized reseller and/or reseller operating in violation of any MNAPL policy.

  13. A full copy of this Agreement and its terms and conditions will be provided with each shipment of product by WEATHERTECH. If you object to any term or condition of this Agreement or otherwise do not wish to be bound by this Agreement, please return all products purchased, in an unused and new condition in the original packaging, to WEATHERTECH for a full refund, including any return shipping costs. IF YOU DO NOT RETURN THE PRODUCT(S) YOU PURCHASED FROM WEATHERTECH OR ANY WEATHERTECH AUTHORIZED RESELLER WITHIN 14 DAYS OF RECEIVING SAID PRODUCTS, THEN YOU AGREE TO BE BOUND BY, AND ACCEPT, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
 
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