This Agreement between BESTERGO Inc., a Minnesota corporation ("BESTERGO"), and the Dealer named above (the "Dealer"), is effective as of the date written above (the "Effective Date").
In connection with the sale and distribution of all BESTERGO products (the "Products"), BESTERGO is the owner of valuable intellectual property rights, including trademarks, trade dress, copyrights, the good will associated with that trade dress and those trademarks and copyrights,as well as the overall image associated with BESTERGO's brands. BESTERGO trademarks, brands, and trade names include the trade names BESTERGO Inc. (the "BESTERGO Trade Names") and the trademarks and service marks BESTERGO® as well as other common law trademarks and service marks that BESTERGO may from time to time adopt and use in connection with the sale or offering for sale of products or services (the "BESTERGO Trademarks").
The Dealer shares with BESTERGO a mutual interest in maintaining the positive image of BESTERGO's products and brands, as well as an interest in arranging for energetic presentation of the Products to their various markets. The parties recognize the need for the Products to be sold to the end users only by a dealer who reasonably demonstrates both a general capability and a specific dedication to selling the Products and to protecting and enhancing BESTERGO's intellectual property rights. For these reasons, BESTERGO and the Dealer agree to the following terms for sales of the Products:
- Attachment A contains the current list of characteristics (the "Criteria") upon which the Dealer will be evaluated by BESTERGO in connection with its sale of products or services incorporating the BESTERGO Trademarks. BESTERGO may, in its sole discretion, modify the Criteria from time to time. If modifications are made to the Criteria, BESTERGO will provide a copy of the new Criteria to the Dealer.
- The Dealer will be authorized to sell the Products (an "Authorized Dealer") if it meets the Criteria, as modified from time to time by BESTERGO. BESTERGO may provide the Dealer with a list of dealers that do not meet the criteria and are not authorized to sell the Products.
- If BESTERGO, in its sole discretion, concludes that the Dealer does not meet the Criteria, BESTERGO will contact the Dealer and communicate issues that need to be corrected to remain an Authorized Dealer. The Dealer may determine if it chooses to comply with the requested changes or to discontinue its relationship with BESTERGO. The Dealer may be de-authorized by BESTERO if it does not comply with the requested changes. Dealers that are de-authorized will be unable to purchase Products directly from BESTERGO or through BESTERGO's distribution partners. BESTERGO may provide the Dealer with information regarding the de-authorization of any dealer.
Attachment A BESTERGO Authorized Dealer Criteria
The following are the criteria currently used by BESTERGO to determine that a reseller is adequately representing and reselling BESTERGO products. BESTERGO applies these principles in its sole discretion, in no particular sequence or weighted order, and in view of relevant circumstances as determined by BESTERGO. BESTERGO may change this list from time to time without notice. All products referred to are the Products, unless otherwise stated.
Note: listing of an "ability" or "capability" also normally requires adequate practice of that ability.
- Customer service ability and customer acceptance.
- Storefront and merchandising capability.
- Ability to install the products efficiently and effectively, and to assist customers with installation.
- Ability to stock products for prompt delivery. Range of products ordered and actually maintained in stock.
- Warranty service capability.
- Appropriateness of location (including accessibility, as well as density of population and density of dealers in the region, among other characteristics).
- Appropriateness of any Internet presentation (relative to availability and presentation of competitors' products and of BESTERGO's products by other dealers).
Attachment B Minimum Advertised Price (MAP) Policy
The following is BESTERGO's policy regarding the advertising of prices for all BESTERGO products (the "Products"). You are free to decide whether to follow this policy. This policy does not constitute an agreement between you and BESTERGO, and BESTERGO is not seeking a response from you.
Purpose: BESTERGO's goal in enacting this policy is to avoid depreciation of, or damage to, its copyrighted works, including advertising, and to trademarks, brands, or trade names. BESTERGO's trademarks, brands, and trade names include, but are not limited to, the trade names BESTERGO Inc. (the "BESTERGO Trade Names") and the trademarks and service marks BESTERGO as well as other common law trademarks and service marks that BESTERGO may from time to time adopt and use in connection with the sale or offering for sale of products or services (the "BESTERGO Trademarks", collectively with the BESTERGO Trade Names, the "BESTERGO IP").
Minimum Advertised Pricing: For the purposes of this policy, the term "advertising," when used in connection with Products utilizing the BESTERGO IP, shall include any price listing accessible to consumers directly, provided that "advertising" shall not include a price quotation sent directly to a consumer at the consumer's request.
BESTERGO hereby advises each of its resellers that advertising Products utilizing the BESTERGO IP and using BESTERGO copyrighted materials (including photographs from the online photo library or BESTERGO-created product descriptions) at a price below the dealer suggested resale price, as applicable, as listed or published by BESTERGO in its most recent price list (the "MSRP") may lead to depreciation of and serious damage to the BESTERGO IP. Therefore, BESTERGO will discontinue any business relationship with any reseller that engages in such practice. BESTERGO expects that Products will be advertised in print, on television or radio, or on the internet by its resellers at no less than the MSRP and in compliance with this policy. This policy is nonnegotiable. Upon violation of the policy, BESTERGO will immediately cease Product shipment to the violating reseller. Probationary or suspension periods will not be permitted.
Online Resale: This policy applies uniformly to all resellers, including those that offer Products for sale on any online websites including, but not limited to, those owned, operated, and/or designed by or for the respective reseller.
Limitation of Policy: This policy relates to advertised prices. Without limiting any of the foregoing, no part of this policy is intended to affect resale prices or to require any reseller of the Products to resell the Products at the MAP. This policy thus governs only the advertised price, not the actual sales price. A reseller who chooses not to list a price may (i) state that the prices of the Products are "At MSRP" without violating this policy.
Changes in MAP and Products: All Products are subject to this policy. BESTERGO may at any time in its sole discretion revise the list of products subject to this policy and will provide notice of such revision to its resellers within a reasonable time. BESTERGO may at any time, in its sole discretion, revise the MSRP for any Product. Each revision shall be effective at such time as is specified by BESTERGO in its pricing schedule, which will be provided to its resellers. BESTERGO's current price lists are also available to all resellers at BESTERGO's offices.
Discounts, Premiums: It will be a violation of this policy to advertise the giving of any article of value in connection with the sale of any Products or the making of any concession in connection with the sale of any such Products, which results in a sale by the reseller at net prices below MAP.
Price Reductions, Inventory Reductions, and Clearance: BESTERGO may exempt certain designated designs, models, and items from this policy for the purpose of inventory reduction and model closeouts.
Price in Cart: Prices listed on a reseller website are considered advertised prices and shall adhere to this policy. Once the pricing is associated with a manifest intent to purchase (i.e., the product is added to a shopping cart or equivalent intent to order is clear), the price is deemed the selling price and not an advertised price. Prices revealed by a shopper's simply scrolling over or clicking on the product short of manifesting an intent to purchase is deemed an advertised price and is subject to this policy. Statements such as "add to cart to see price" are not acceptable.
Discretion of BESTERGO: BESTERGO will make all decisions concerning this policy unilaterally. Nothing in this MAP policy is an agreement with any person regarding whether or not such person will comply with this policy.
If you have any questions regarding this policy you should contact, firstname.lastname@example.org