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Resale Agreement

MASTER CUTLERY, LLC AUTHORIZED RESELLER POLICY

 

Effective Date: August 1, 2021

This Master Cutlery, LLC Authorized Reseller Policy (“Reseller Policy”) is issued by Master Cutlery, LLC (“Master Cutlery”) and applies to Authorized Resellers of Master Cutlery products (“Product(s)”) in the United States of America.  By purchasing Products from an Authorized Master Cutlery Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms.  Until such status is otherwise revoked by Master Cutlery in Master Cutlery’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder.  Master Cutlery may review Reseller’s activities for compliance with this Reseller Policy and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products. 

  1. Authorized Customers. Reseller is authorized to sell Products to End Users.  An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.  Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products.  Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Master Cutlery’s prior written consent. Any reseller wishing to sell modified versions of the product (i.e. engravement) must obtain express written permission from Master Cutlery and abide by any additional terms stated in this document or otherwise mandated by Master Cutlery.

  2. Authorized Distributors. Following express written authorization from Master Cutlery, Reseller may be designated as an “Authorized Distributor” (“Distributor”). The following terms apply strictly to such Authorized Distributors. Additional terms applicable only to Distributors may be added to this agreement. Such Distributor terms augment and supersede terms applicable to all Resellers. Master Cutlery reserves the right to revoke Distributor’s authorization at any time.
    1. Distributor is authorized to sell Products purchased from Master Cutlery to Authorized Resellers and End Users.
    2. If any customer or prospective customer of Distributor that seeks to purchase Products for purposes of resale is not yet an Authorized Reseller, Distributor shall immediately provide the Master Cutlery, LLC Authorized Reseller Policy to such customer/prospective customer. If such customer/prospective customer accepts the terms in the Master Cutlery, LLC Authorized Reseller Policy, Distributor may thereafter sell Products to such customer, which shall thereafter be an Authorized Reseller unless and until Master Cutlery revokes such status.  Authorized Resellers are determined by Master Cutlery in its sole discretion.
    3. Distributor shall distribute policies, updates to policies, product information, educational materials, and other information to its Authorized Reseller customers as requested by Master Cutlery from time to time.
    4. Distributor agrees to cease or suspend sales to any customer promptly upon request of Master Cutlery.
    5. Distributor shall not sell, ship, invoice, or promote the Products outside the United States or to anyone Distributor knows or has reason to know intends to ship the Products outside of the United States without Master Cutlery’s prior written consent.
    6. Distributor shall not sell Products to any entity that owns and operates a third-party marketplace website, including, but not limited to Alibaba, AliExpress, Amazon, DHgate, eBay, Groupon, Mercari, Wish, or Walmart Marketplace, without the prior written consent of Master Cutlery.
  1. Online Sales. Master Cutlery’s brands are categorized into two groups with respect to online sales, Brand Group 1 and Brand Group 2.  A listing of these Brand Groups is attached hereto as Exhibit A.  Please read this section carefully as there are limitations on where you can sell Products online.
    1. Online Sales of Brand Group 1.
    1. Permissible Public Website Sales. Reseller is authorized to advertise and sell Products in Brand Group 1 through Permissible Public Websites in accordance with the terms herein.  A “Permissible Public Website” is a website that:
      1. is operated by Reseller in Reseller’s legal name or registered alternate name;
      2. conspicuously states Reseller’s legal name, mailing address, telephone number, and email address;
      3. does not give the appearance that it is operated by Master Cutlery or any third party; and
      4. is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit B, as Master Cutlery may amend from time to time.
    2. Permissible Non-Public Website Sales. Distributor is authorized to advertise and sell Products in Brand Group 1 through Permissible Non-Public Websites in accordance with the terms herein.  A “Permissible Non-Public Website” is a website or mobile application that:
      1. is operated by Distributor in Distributor’s legal name or registered alternate name;
      2. conspicuously states Distributor’s legal name, mailing address, telephone number, and email address;
      3. does not give the appearance that it is operated by Master Cutlery or any third party;
      4. is primarily used to facilitate orders from Authorized Resellers; and
      5. does not display Product pricing information in a manner that can be viewed without registering for an account and logging in.

    3. Online Marketplace Sales. Reseller is permitted to sell only Products in Brand Group 1 on third-party marketplace websites.
      1. Third-party marketplaces are currently defined as Alibaba, AliExpress, Amazon, DHgate, eBay, Mercari, Wish, or Walmart Marketplace.
      2. In such cases that Reseller shares a product listing or product details page (“PDP”) with other Resellers authorized by Master Cutlery, including but not limited to the marketplace itself (i.e. Amazon.com), Reseller may not change, override, or otherwise modify the product listing content. Such content may include images, titles, descriptions, specifications, or marketing copy.
      3. Any Reseller to whom Master Cutlery has granted permission to sell modified versions of the product (e.g. engravement) must create and manage distinct product listings which are clearly distinguishable from the primary, unmodified product listing. Master Cutlery reserves the right to request modifications to Reseller’s listings in the event that conflicts arise whether by order of the Marketplace operator or in the sole discretion of Master Cutlery.
    1. Online Sales of Brand Group 2.
      1. Reseller shall not advertise or sell Products in Brand Group 2 on or through any website, online marketplace, mobile application, or other online forum without the prior written consent of Master Cutlery. The terms of this Reseller Policy supersede any prior agreement between Master Cutlery and Reseller regarding the sale of the Products in Brand Group 2 on or through websites, mobile applications, and other online forums.  Any authorization previously granted to Reseller by Master Cutlery to sell the Products in Brand Group 2 on or through a website, mobile application, or other online forum is hereby revoked.
      2. Master Cutlery reserves the right to terminate, at any time and in its sole discretion, any approval for Reseller to market and sell Products on the Permissible Public Websites or third-party marketplace websites, and Reseller must cease all such marketing and sales on the Permissible Public Websites or third-party marketplace website immediately upon notice of such termination. The terms of this Reseller Policy supersede any prior agreement between Master Cutlery and Reseller regarding the sale of the Products online.
  1. Sales Practices. Reseller shall conduct its business in a reasonable and ethical manner at all times, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time.  Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Master Cutlery.  Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.  Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Master Cutlery. 

  2. Product Care, Customer Service, and Other Quality Controls. 
    1. Reseller shall comply with all instructions provided by Master Cutlery regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels or set forth in the Product Quality Guidelines attached hereto as Exhibit B, as may be amended by Master Cutlery from time to time.
    2. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted.  Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.  Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.  Reseller shall not alter or dilute Products.
    3. Reseller shall not represent or advertise any Product as “new” that has been returned open or repackaged.
    4. Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Master Cutlery at quality@mastercutlery.com. 
    5. Reseller shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.
    6. Reseller shall cooperate with Master Cutlery with respect to any Product tracking systems that may be implemented from time to time.
    7. Reseller shall cooperate with Master Cutlery with respect to any Product recall or other consumer safety information dissemination efforts.
    8. Reseller shall report to Master Cutlery any consumer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Master Cutlery in investigating any such complaints or adverse claims.
    9. Reseller shall cooperate with Master Cutlery in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling. 
  1. Intellectual Property. Reseller acknowledges and agrees that Master Cutlery or its licensors own all proprietary rights in and to the Master Cutlery brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Master Cutlery IP”).  Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Master Cutlery IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease upon termination of Reseller’s status as an Authorized Reseller.  All goodwill arising from Reseller’s use of the Master Cutlery IP shall inure solely to the benefit of Master Cutlery or its licensors.  Reseller’s use of the Master Cutlery IP shall be in accordance with any guidelines that may be provided by Master Cutlery from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use.  Master Cutlery reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Master Cutlery IP at any time, without limitation.  Reseller shall not create, register, or use any domain name or any mobile application that contains any Master Cutlery product name or any trademark owned by or licensed to Master Cutlery, nor a misspelling or confusingly similar variation of any Master Cutlery product name or any trademark owned by or licensed to Master Cutlery. 
  1. If Reseller violates this Reseller Policy, Master Cutlery reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice.  Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Master Cutlery Products or has any affiliation whatsoever with Master Cutlery; and (iii) using all Master Cutlery IP. 
  1. Master Cutlery reserves the right to update, amend, or modify this Reseller Policy with written or electronic notice.  Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Master Cutlery IP, or use of any other information or materials provided by Master Cutlery to Reseller following notice of the amendments will be deemed Reseller’s acceptance of the amendments.
  1. This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Master Cutlery and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Master Cutlery. 

EXHIBIT A: MASTER CUTLERY, LLC BRAND GROUPS

Brand Group 1

Busted Knuckle Garage

Dark Side Blades

Fantasy Master

Femme Fatale

Jungle Master

Masters Collection

Master USA

MTech USA

Perfect Point

Ryumon

Survivor

Tac-Force

Ten Ryu

USMC

Z-Hunter

Brand Group 2

Elite Tactical

Elk Ridge

Outdoor Life

EXHIBIT B: MASTER CUTLERY, LLC ONLINE SALES GUIDELINES 

Reseller’s approval to sell Master Cutlery Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

  1. The Permissible Public Websites must not give the appearance that they are operated by Master Cutlery or any third party.
  2. Anonymous sales are prohibited. Reseller’s full legal name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites. 
  3. At Master Cutlery’s request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
  4. The Permissible Public Websites shall have a mechanism for receiving customer feedback and Reseller shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of any information related to customer feedback (including any responses to customers) to Master Cutlery for review upon request.  Reseller agrees to cooperate with Master Cutlery in the investigation of any negative online review associated with Reseller’s sale of the Products and to use reasonable efforts to resolve any such reviews.
  5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
  6. Reseller shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
  7. Unless separately authorized by Master Cutlery in writing, Reseller shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall Reseller fulfill orders in any way that results in the shipped Product coming from stock other than Reseller’s.
  8. In marketing the Products on the Permissible Public Websites, Reseller shall only use images of Products either supplied by or authorized by Master Cutlery and shall keep all Product images and descriptions up to date. Reseller shall not advertise Products not carried in inventory.

EXHIBIT C: MASTER CUTLERY, LLC PRODUCT QUALITY GUIDELINES 

  1. Inventory of Products shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product.
  2. The Products shall be stored unopened.
  3. The Products shall be kept out of direct sunlight and not stored in temperatures below 32° (0°C) or above 75° (24°C) for prolonged periods of time.
  4. The Products shall be stored in a low humidity environment where the Products and the Products’ packaging are not susceptible to rust, mold, or mildew.
  5. The Products shall be stored in an environment where the Products’ packaging is not susceptible to soiling, punctures, dents, or other physical damage.
  6. The Products shall be stored in sanitary conditions and away from any volatile chemicals.
  7. Prior to being sold, all Products shall be inspected for any damage or nonconformance, including broken seals, visible soiling, or any other nonconformance.