Terms and Conditions for Authorized Online Resellers
JPW INDUSTRIES INC. AUTHORIZED ONLINE SELLER TERMS AND CONDITIONS FOR THE UNITED STATES
The JPW Industries Inc. Authorized Online Seller Terms and Conditions for the United States (the “Terms”) are issued by JPW Industries Inc. (“JPW”), and apply to all Authorized Resellers who have been approved in writing by JPW to market and sell the Axiom Precision, Baileigh Industrial, Edwards, JET Tools, Powermatic, and Wilton Tools brands of products (“Product(s)”) online in the United States. By accepting authorization to sell the Products online, you (“Seller,” “you,” or “your”) agree to adhere to the following terms.
1. Terms Governing the Sale of Products Online:
The Terms supplement, amend, and are deemed incorporated into the JPW Industries Inc. Authorized Reseller Policy for the United States (“Reseller Policy”). Seller affirms its agreement to adhere to the currently effective Reseller Policy. Except as supplemented or amended by the Terms, the Reseller Policy remains unchanged and in full force and effect as written. Unless otherwise defined herein, capitalized terms have the same meanings assigned to them in the Reseller Policy.
2. Authorization of Online Sales:
You may market for sale and sell Product(s) solely at the website(s) and/or mobile application(s) identified as approved by JPW in writing (the “Authorized Website(s)”). You shall not market for sale or sell Products on or through any other website, online marketplace, mobile application, or other online forum. JPW reserves the right to limit the sale of all or certain Products on some or all Authorized Websites with written notice to you. You agree to comply with such modifications or restrictions upon receipt of notice.
3. Operation of the Authorized Websites.
(a) The Authorized Website(s) must be confined to the specific approved domain name(s). The Authorized Website(s) must not give the appearance that they are operated by JPW or any party other than you.
(b) Anonymous sales are prohibited. Authorized Website(s) must conspicuously state your full legal name or registered fictitious name, mailing address, and other contact information (e.g., telephone, email, chat).
(c) You must provide an order confirmation and maintain post-purchase support services consistent with industry standards to ensure a satisfactory online purchasing experience, including, as applicable, shipment notifications, tracking information, and timely customer assistance regarding order status, delivery, or returns.
(d) At JPW’s request, you must reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Website(s).
(e) The Authorized Website(s) must prominently display your return policy, describing the terms and conditions under which products may be returned and expressly disclosing any applicable fees or deductions (e.g., restocking, handling, or return shipping costs).
(f) The Authorized Website(s) must have a mechanism for receiving customer feedback and inquiries. You must use commercially reasonable efforts to address all customer feedback and inquiries received in a professional and timely manner. You agree to provide copies of any information related to customer feedback (including any responses to customers) related to your sale of the Products to JPW for review upon request. You agree to cooperate with JPW in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require you to disclose identifying information about your customers to JPW.
(g) The Authorized Website(s) must comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
(h) You must ensure that the design, content, and functionality of the Authorized Website(s) are professional and reflect favorably on our brands.
(i) You must adhere to any guidelines that JPW provides related to order fulfillment. JPW reserves the right to review and approve fulfillment practices, including any drop-shipment arrangement (where a third party ships Products on your behalf to your customers).
(j) Unless we have approved of a drop-ship arrangement in writing, you shall not permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than your own.
(k) All online sales of the Products contemplated by the Terms are limited to the United States of America.
4. Intellectual Property:
The license granted to Seller in the Reseller Policy to use the JPW IP (as defined in the Reseller Policy) is hereby amended to authorize use of the JPW IP on the Authorized Website(s), subject to the additional JPW Industries Inc. Authorized Online Seller Terms and Conditions for the United States 2
quality controls contained herein. Seller acknowledges that it owns no right, title, or interest in any of the JPW IP except
as granted in the Reseller Policy or herein.
5. Termination:
JPW, in its sole and absolute discretion, may terminate its approval for Seller to market and sell Products at one or all of the Authorized Websites at any time with written notice. Unless otherwise agreed to by JPW and Seller, Seller must cease all such marketing and sales on the applicable Authorized Website(s) immediately upon receiving notice of such termination. Upon termination of approval to market and sell Products at one or more Authorized Websites, your authorization to use the JPW IP on such website(s) shall be revoked. On termination of your status as an Authorized Reseller pursuant to the Reseller Policy, your authorization to market for sale and sell Products on the Authorized Websites shall terminate automatically, and you must immediately cease all marketing and sales of Products on the Authorized Websites.
6. Additional Terms:
(a) Indemnification: Seller shall, and hereby does, indemnify, defend, save and hold harmless JPW, and its directors, officers, employees, shareholders, members, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (i) any breach of, or failure to perform, any term, covenant or condition in the Terms by Seller, or (ii) the negligence or willful misconduct of Seller or its officers, employees, agents or contractors.
(b) Availability of Injunctive Relief: If there is a breach or threatened breach of the Reseller Policy or Sections 2 (Authorization of Online Sales), 3 (Operation of the Authorized Websites), 4 (Intellectual Property), 5 (Termination), or 6(f) (Confidentiality) of the Terms, it is agreed and understood that JPW will have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach. No failure, refusal, neglect, delay, waiver, forbearance, or omission by JPW to exercise any right(s) herein or to insist upon full compliance by Seller with Seller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit JPW’s right to fully enforce any or all provisions and parts thereof.
(c) Modification: JPW may amend the Terms at any time with written notice. Unless otherwise provided, such amendments will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products on the Authorized Website(s) following such notice will be deemed your acceptance of the amendments.
(d) Waiver: No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
(e) Entire Agreement: The Terms (including the JPW Industries Inc. Authorized Online Seller Application for the United States) constitute the entire agreement between the parties regarding the contemplated transactions and supersede all prior agreements and understandings between the parties relating to the sale of the Products online.
(f) Confidentiality: The Terms constitute confidential, proprietary information of JPW 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 JPW.
(g) Governing Law and Dispute Resolution: The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of Tennessee, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, JPW and Seller expressly submit to personal jurisdiction and venue in the federal or state courts of record in Rutherford County, Tennessee. In the event of a breach or threatened breach of the Terms by Seller, Seller is responsible for JPW’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.
(h) Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND JPW EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR SELLER’S AND JPW’S ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. SELLER AND JPW ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
Terms and Conditions for Authorized Online Resellers
