JPW INDUSTRIES INC. AUTHORIZED RESELLER POLICY FOR THE UNITED STATES
Effective Date: March 16, 2026
This JPW Industries Inc. Authorized Reseller Policy for the United States (“Policy”) is issued by JPW Industries Inc. (“JPW,” “we,” or “our”) and applies to Authorized Resellers of the Axiom Precision, Baileigh Industrial, Edwards, JET Tools, Powermatic, and Wilton Tools brands of products (“Product(s)”) in the United States of America. By purchasing Products, you (“Reseller,” “you,” or “your”) agree to adhere to these terms. Until such status is revoked, in JPW’s sole and absolute discretion, you will be an “Authorized Reseller.” This Policy supplements any then-current agreement between you and JPW related to the purchase and/or resale of the Products.
1. Authorized Customers:
You are authorized to sell Products only to End Users in the United States. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party. You shall not sell or transfer Products to any person or entity you know or have reason to believe intends to resell the Products. You shall not sell, ship, or promote the Products outside the United States of America without our prior written consent.
2. Online Sales
(a)You are authorized to offer for sale and sell Products through Permissible Public Websites. A “Permissible Public Website” is a website or mobile application that:
(i) is operated by you in your legal name or registered fictitious name;
(ii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace); and
(iii) is operated in compliance with the Online Sales Guidelines attached as Exhibit
(b) You shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without our prior written consent.
(c) We reserve the right to terminate, at any time and in our sole discretion, our approval for you to offer for sale and sell Products on the Permissible Public Websites, and you must cease all such offering for sale and sales on the Permissible Public Websites immediately upon such termination. The terms of this Policy supersede any prior agreement between JPW and you regarding the sale of the Products online. Any authorization previously granted to you by JPW to sell the Products online that is inconsistent with this Policy is revoked.
3. Sales Practices:
You shall conduct your 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. You shall not make any warranties or representations concerning the Products except as expressly authorized by JPW. You shall comply with all applicable laws, rules, regulations, and policies (a) applicable to your business and/or (b) related to the marketing and sale of the Products. You shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of JPW or the Products.
4. Product Care, Customer Service, and Other Quality Controls:
You shall comply with the Product Care, Customer Service, and Other Quality Controls attached as Exhibit A.
5. Intellectual Property:
(a) You acknowledge and agree that JPW or its licensors own all proprietary rights in and to the Axiom Precision, Baileigh Industrial, Edwards, JET Tools, Powermatic, and Wilton Tools brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “JPW IP”). You are granted a limited, non-exclusive, non-transferable, revocable license to use the JPW IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of your status as an Authorized Distributor. All goodwill arising from your use of the JPW IP shall inure solely to the benefit of JPW or its licensors.
(b) Your use of the JPW IP shall comply with our JPW Brand Style Guides available here and must be commercially reasonable as to the size, placement, and other manners of use. We reserve the right to review and approve, in our sole discretion, your use or intended use of the JPW IP at any time, without limitation. In marketing the Products, you shall only use images of Products either supplied by or authorized by JPW and shall ensure that all Product images and descriptions are accurate and up to date.
(c) You shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or any trademark owned by or licensed to JPW, nor a misspelling or confusingly similar variation of the same.
6. Termination:
We may review your activities for compliance with this Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the Products. We may terminate your status as an Authorized Distributor with written notice. Upon termination of your status as an Authorized Distributor, you shall immediately cease
(i) selling the Products;
(ii) acting in any manner that may reasonably give the impression that you are an Authorized Distributor or have any affiliation whatsoever with JPW; and
(iii) using all JPW IP.
7. Modification:
We may amend this Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products, use of the JPW IP, or use of any other information or materials provided by JPW to you will be deemed your acceptance of the amendments.
EXHIBIT A
PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS
Comply with all instructions provided by JPW regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.
Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. The bundling of Products (whether with JPW Products or other products) requires JPW’s prior written consent (email sufficient).
Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.
Do not advertise or resell as “new” any Product that has been returned opened or repackaged.
Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to JPW at customerservice@jpwindustries.com.
Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable warranty or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by JPW. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. JPW reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to JPW. Cooperate with JPW in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
As between you and JPW, you shall be responsible for all fulfillment to your customers who order Products, any applicable taxes associated with such purchases of Products, and any returns of Products.
Cooperate with JPW with respect to any Product tracking systems that may be implemented from time to time.
Cooperate with JPW with respect to any Product recall or other consumer safety information dissemination efforts.
Implement commercially reasonable loss prevention and anti-diversion measures. Notify JPW promptly in the event of a theft or other loss of a material quantity of Products.
Report to JPW any customer complaint or adverse claim regarding the Products and assist JPW in investigating any such complaints or adverse claims.
Cooperate with JPW in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
