ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO RESELLERS:
THESE TERMS AND CONDITIONS ARE IN ADDITION TO THE WD-40 COMPANY LIMITED GENERAL TERM. ANY CUSTOMER PURCHASING WD-40 COMPANY PRODUCTS TO RESELL (“RESELLER”) ACKNOWLEDGES AND AGREES THAT:
- Its right to resell WD-40 Products is non-exclusive, non-transferable, and revocable by WD-40,
- WD-40, without limitation, reserves the right to distribute its Products (directly or indirectly) via multiple tiers of distribution, and
- Resellers and resales are subject to the following additional terms and conditions (T’s & C’s):
- No Unauthorized Re-sale via Internet; Qualifying Retail Locations.
- WD-40 resellers shall not utilize 3rd party online marketplaces (e.g., Amazon, eBay), third-party fulfilment services, classified sites (e.g., Facebook Marketplace but excluding any price comparison site) or via any social media or Internet forum to resell WD-40 Products unless:
- they meet the specific requirements in the WD-40 online brand protection manual (as updated by WD-40 from time to time) (“Manual”);
- use WD-40 approved photographs and images.
- IN ADDITION, THERE ARE SPECIFIC REQUIREMENTS FOR AUTHORIZED AMAZON RESELLERS:
- Maintain a 95% or higher favourable seller feedback score.
- Disable or decline Amazon’s “repackaging service”.
- Sell only WD-40 Products that are on the list posted on WD-40’s storefront page on Amazon (“Authorised Products”).
- Authorized Product listings will be managed by WD-40, which include accurate images, A+ Content, and proper information and descriptions. Any modifications to these listings without written consent from WD-40 will subject the Reseller to revocation of its authorized reseller status.
- If you fail to comply with the standards set out in a) and b), WD-40 can require you to suspend and/or cease sales until the identified issues are remedied.
- Resellers may re-sell WD-40 Products via their own commerce-enabled website using the same brand as their physical “brick and mortar” stores, in addition to their retail locations and any temporary storefronts (e.g., events, trade shows, pop-up stores) that Resellers solely manage so long as they comply with the Manual.
- No Anonymous Sales. For internet sales sites authorized under Section 1, Resellers must include their business name and contact information, including mailing address, email address, and telephone number, with all shipments. Anonymous sales are prohibited.
- No Bundling of Products with other WD-40 Products or non-WD-40 Products. Reseller shall not re-SKU, bundle or re-bundle, package or re-package, alter the packaging of, or re-label WD-40 Products without prior written consent from WD-40. Without such consent, WD-40 Products shall be re-sold by Reseller in their original packaging, including UPC, lot or batch codes, and seals (if any) intact. Furthermore, Reseller shall not:
- promote, advertise, market, display, demo, package or sell non-WD-40 Products with WD-40 Products in any manner that would create the impression that non-WD-40 Products are made by, endorsed by, or associated with WD-40; or
- represent or advertise or resell any product as “new” that has been returned or repackaged.
- Reselling Restrictions for Existing WD-40 Customers. To the maximum extent permitted by applicable law, WD-40 reserves the right to restrict Reseller from marketing or reselling WD-40 Products to any person or party with a pre-existing customer relationship with WD-40.
- Compliance with Hazmat Shipping and Storage Requirements. Reseller shall be responsible for complying with shipping and storage requirements that apply to hazardous materials (“hazmat”). Certain WD-40 Products are subject to hazard classification criteria because they contain specific materials or have chemical and physical properties that make them flammable or require special care to store them. Therefore, Reseller shall properly classify, store, package, label, handle, and transport such Products in accordance with applicable laws, regulations and any instructions provided by WD-40.
- Use of WD-40 Intellectual Property. The WD-40 Group and its subsidiaries own all proprietary rights in and to their respective brands, names, logos, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (collectively, “IP”). Upon written request, Resellers may be granted a limited, non-exclusive, non-transferable, revocable license to use such IP solely for purposes of promoting, advertising, marketing, and reselling WD-40 Products as permitted herein, and any license that may be granted shall cease immediately upon termination of Reseller’s status as a reseller. WD-40 may review, approve, and/or reject, in its sole discretion, Reseller’s use of such IP at any time. All goodwill arising from Reseller’s use of IP shall inure solely to the benefit of WD-40.
- Cooperation and Audit Rights to Ensure Compliance. Upon request by WD-40, Reseller shall provide sell-through information by SKU and approved retail locations. Reseller shall cooperate with WD-40 in investigating any negative online product reviews. WD-40 reserves the right, subject to the requirements in applicable law, to audit Reseller’s book and records of WD-40 product sales to ensure Reseller’s compliance.
- Non-Compliance with T’s & C’s. In the event that Resellers, including Amazon Resellers, fail to comply with these T’s & C’s (and in addition to other rights and remedies that WD-40 may have), WD-40 reserves the right to:
- terminate its business relationship with the Reseller by rejecting future purchase orders and cancelling open purchase orders; and
- terminate Reseller’s status as an “authorized” reseller of WD-40 Products or an online platform,
- In the event of termination, Reseller shall immediately terminate all active listings and sales of WD-40 Products on any channel it currently operates, and return any remaining inventory at their cost.