This HMS Mfg. Co. LLC Authorized Online Reseller Agreement executed between the parties (the “Agreement”) is made by and between HMS Mfg. Co. LLC, with principal offices at 1230 E Big Beaver Rd., Troy, MI 48083 (“HMS” or “Company”), and the Authorized Online Reseller which has executed this Agreement (“Reseller”). The “Effective Date” is the date on which the Agreement is executed by the Parties.
1. Authorization of Online Sales
Company grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in North America (the “Territory”) in Reseller’s brick-and-mortar locations and on Reseller’s own Internet URL.
2. Third-Party Internet Marketplace Sales
Reseller is prohibited from selling HMS products on Internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Alibaba, AliExpress, Temu, TikTok Shop, Facebook Marketplace, Etsy, Newegg, Craigslist, Rakuten, Sears, Wayfair, Overstock, Lowe’s Marketplace, Home Depot Marketplace, Target Plus, and any other third-party online marketplace unless Reseller obtains written permission from HMS authorizing sales on specific marketplaces and under specific seller names.
3. Transshipping
Reseller shall not knowingly transship Products and shall not sell or transfer Products to any person or entity for resale.
4. Geographic Sales Boundary
Reseller may only sell and advertise Products within the Territory.
5. Sales by Auction
Sales by way of online auction are prohibited.
6. Bundling
Reseller shall not offer product bundles containing HMS products without prior written permission from Company.
7. Reseller Obligations
Reseller shall use best efforts to promote Products, comply with Company policies, use only approved marketing assets, and comply with all applicable laws and regulations.
8. Intellectual Property
Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use approved HMS intellectual property solely for authorized promotion of Products.
9. Sales Practices
Resellers shall conduct business in a reasonable and ethical manner and comply with all applicable laws and Company policies.
10. Quality Controls
Resellers shall comply with quality-control standards announced by Company from time to time.
11. UMAP
Questions regarding HMS’s Unilateral Minimum Advertised Price Policy should be directed to BrandProtection@creogroup.com.
12. Service
Resellers shall provide high levels of customer service and maintain sufficient product knowledge to advise customers.
13. Product Packaging
Products must be sold in original packaging. Relabeling, repackaging, tampering with UPCs, lot codes, or identifying information is prohibited without written permission.
14. Additional Terms and Conditions
Resellers agree to comply with additional terms and conditions established by HMS from time to time.
15. Warranty
HMS warranties apply only to products purchased directly from HMS or from sellers expressly authorized by HMS.
Enforcement
If HMS determines that a reseller is in violation of this Policy, HMS may take any and all appropriate legal or commercial actions, including:
Refusing to accept orders from the reseller
Instructing distributors or supply partners to refuse orders
Suspending or revoking reseller authorization
Restricting future business relationships
Marketplace enforcement actions
Intellectual property enforcement actions
Notification of distribution partners and marketplaces
Any other remedies available at law or equity
Questions regarding this Policy must be emailed to: BrandProtection@creogroup.com