Contract between Iwatani and Authorized Reseller
Authorized Reseller Status is provided by Iwatani to “Authorized Reseller” based solely on Authorized Reseller’s compliance with Iwatani’s Terms and Conditions contained in this document. By purchasing Iwatani products for resale, Authorized Reseller consents to entering into a contract with Iwatani that is governed by these Reseller Agreement Terms and Conditions.
Iwatani’s standard invoice terms and conditions shall apply to all product purchases. Nothing contained in any purchase order or other correspondence between Iwatani and Authorized Reseller will modify or add to these terms and conditions. We reserve the right to modify these terms and conditions at any time.
Any Authorized Reseller failing to comply with this Resale Policy may face immediate termination of its account, revocation of its Authorized Reseller status, and/or further legal action.
SECTION A – TERMS AND CONDITIONS OF AUTHORIZED RESELLER STATUS ON ONLINE MARKETPLACES
1. Subject to the Restrictions of this Agreement, Authorized Reseller shall have the non-exclusive right sell Products via Authorized Sales Channels stipulated below.
2. “Authorized Sales Channels” shall include (i) Authorized Reseller’s own physical store locations; (ii) Authorized Reseller’s temporary storefronts at events and tradeshows; (iii) Authorized Reseller’s proprietary website(s).
3. Iwatani reserves the right to pursue legal action against any individual or entity found guilty of violating the terms of Authorized Reseller Agreement.
4. Iwatani supports authorized sales of products online except on Online Marketplaces and Restricted Websites. Restricted Websites include, but are not limited to: Amazon.com, Walmart.com, and eBay.com. Iwatani actively participates in Amazon.com’s Brand Registry Program and similar programs to prevent advertising and sale of unauthorized, unlicensed, infringing, and/or counterfeit merchandise. Any unauthorized offerings of products on Restricted Websites will be removed as they are discovered.
Section B – PRODUCT QUALITY AND CUSTOMER CARE
1. Authorized Resellers shall exercise care in storing and handling the products and they shall store products in accordance with any directions on product labels or other storage guidelines specified by Iwatani from time to time.
2. Promptly upon receipt of products, Authorized Reseller shall inspect products for damage, defect, or evidence of tampering, or any other non-compliance (“Defect”). If a Defect is identified, Authorized Reseller must not offer the product for sale, and must promptly report the Defect to Iwatani.
3. Authorized Reseller shall sell products in their original packaging. Relabeling, repackaging (including the separation of a bundle or the bundling of products), and other alternations to products or other packaging is not permitted. Tampering with, defacing, or otherwise altering any identifying mark, UPC code, batch, or lot code on products or packaging is prohibited. Authorized Reseller may not remove or modify the contents of any label or literature on or accompanying products. Authorized Reseller may not advertise, market, display, or demonstrate non-Iwatani products together with products in a manner that would create the impression that the non-Iwatani products are associated with Iwatani.
4. Authorized Reseller agrees that any breach of Authorized Reseller Agreement and the Terms and Conditions set forth in this agreement will injure Iwatani and its reputation and the relationship with its other Authorized Resellers to an extent that will be difficult, if not impossible, to quantify.
4.1 In view of the difficulty to quantify damage to Iwatani, should Authorized Reseller breach any provisions of the terms and conditions of sale, Authorized Reseller agrees that Iwatani shall be entitled to liquidated damages equal to Authorized Reseller’s gross profits earned from the sale of Iwatani products using selling practices that are in violation of the terms of this agreement.
4.2 Authorized Reseller and Iwatani agree that Liquidated Damages set forth in this section are in addition to any and all other remedies for breach of contract to which Iwatani may be entitled under applicable laws.
Section C – Authorized Reseller WARRANTY LIMITATIONS
1. Iwatani Corporation of America (“Iwatani”) warrants that for a period of one (1) year from the date of original retail purchase, products will be free from defects in material and workmanship. This guarantee and all subsequent warranty is extended only to original end-use purchaser and that shall not be extended or transferred to any person or transferee. All Iwatani products purchased from an Authorized Seller are guaranteed per the stated manufacturing warranty. Items will be replaced or repaired at the discretion of Iwatani. If the product is no longer available, replacement may be made with a similar product of equal or greater value. See Iwatani’s full Warranty for details.