AEGIS Tools Dealer Terms & Conditions

CREDIT POLICY AND PAYMENT

Dealer accounts are subject to credit approval by Wood’s Powr-Grip (doing business as AEGIS Tools) in order to receive standard terms. If credit is approved by AEGIS Tools, standard terms of payment will be net 30 days based on invoice date. On accounts not paid within 30 days from the date of invoice, simple interest at a rate of 1.5% per month will be charged.

All payments, regardless of payment method, must be made payable to Wood’s Powr-Grip in US dollars.

All orders are subject to Payment Terms and additionally subject to partial or complete prepayment, depending on the nature of the order. Examples where prepayment may be required are: new accounts, existing accounts with slow payment history, specially designed or custom equipment, large dollar value orders, export orders, etc. For international dealers, advance payment may be required. Contact your International Technical Sales/Customer Service Representative for detailed information about these methods of payment.

Accounts not meeting the Payment Terms or which are Slow-to-Pay may be converted to Pre-Pay, Ship-Hold, or COD status. The dealer agrees to reimburse AEGIS Tools for all costs and expenses relating to the collection of delinquent accounts. These costs may include, but are not limited to, attorney fees, court costs, collection agency fees, and product retrieval costs. At the discretion of AEGIS Tools, accounts turned over to collection may be reinstated providing collection costs are recovered, and past due accounts are made current.

No returned goods will be received or credited unless written permission is given by AEGIS Tools. All merchandise authorized for return is subject to a prepaid handling charge plus a restocking fee up to 15% of the original sale price. Transportation costs must be prepaid by the Purchaser.

CONFIDENTIALITY

Whereas, AEGIS Tools agrees to furnish dealers with certain confidential information relating to the sale of AEGIS Tools products, and whereas, the dealer agrees to review, examine, inspect or obtain such information for the sale of AEGIS Tools products, and to otherwise hold such information confidential pursuant to the terms of this agreement, BE IT KNOWN, that AEGIS Tools has or may furnish the dealer with certain confidential information, including, but not limited to intellectual property, design specifications, price quotes, product literature and may grant or further allow the dealer the right to inspect the premises of the business and/or interview employees or representatives of AEGIS Tools on all the following conditions:

1. The dealer agrees to hold all confidential or proprietary information or trade secrets in trust and confidence and agrees that it shall be used only as directed by AEGIS Tools, in good faith, and in a mutually beneficial manner. Intellectual property and sensitive information shall not be used for any other purposes or disclosed to any third party.
2. At the conclusion of the relationship, or upon demand of AEGIS Tools, all information, including written notes, photographs, proposal drawings, marketing literature taken or provided in the course of business shall be returned to AEGIS Tools or destroyed, and no copies will be made or retained of any written information supplied.
3. This information shall not be disclosed to any employee or consultant except on a need-to-know basis, and also if they agree to execute and be bound by the terms of this agreement.
4. The information shall not be used or disclosed to any employee or consultant for the purpose of competitive practices, including but not limited to, information gathering or future product development.
5. It is understood that the dealer shall have no obligation with respect to any information known by the dealer or generally known within the industry prior to the date of this agreement, or information that becomes common knowledge within the industry thereafter.

PRICING GUIDELINES

AEGIS Tools makes available to the dealer, Manufacturer Suggested Retail Prices (MSRP). These prices are set to ensure an adequate profit margin for all AEGIS Tools dealers, and to preserve the high quality and value of AEGIS Tools products.

AEGIS Tools discourages selling below MSRP except in limited circumstances with small discounts. These circumstances include publicized, limited-duration sales promotions, such as trade show specials, grand openings, pre-season sales, and post-season sales. AEGIS Tools also acknowledges that price variations are allowable in some locations due to purchase quantities, shipping costs, competitive products, purchasing power parity, and currency exchange rates.

AEGIS Tools regularly monitors dealer pricing for conformity to these pricing guidelines.

The dealer agrees to maintain the established market values of AEGIS Tools products at all times except in the limited circumstances described above.

TERRITORIES

If a dealer expands sales by increasing geographic reach, other dealers may see this as an infringement on their geographic markets. While AEGIS Tools will not dictate the strategic planning of its dealers, a higher degree of marketing and sales assistance is provided to dealers selling within their home markets. This applies particularly when AEGIS Tools determines that a territory is not fully covered or that dealers have not sufficiently invested in their territories. AEGIS Tools reserves the right to open additional distribution at any time in an area that is not being adequately exploited. (Geographic size and population are considered in determining appropriate distribution.)

Dealers must obtain and maintain registration with all government agencies and comply with local regulations for importation. Dealers should inform AEGIS Tools of all local regulations to ensure products comply.

CONTRACT TERMINATION

If a dealer breaches the contract, AEGIS Tools reserves the right to discontinue the business relationship. Examples include, but are not limited to: bankruptcy, failure to meet specified terms of payment, legal problems, or selling competitive products under the AEGIS Tools brand name. If the relationship between AEGIS Tools and a dealer is terminated, any intellectual, trademarked, and registered property of AEGIS Tools will be returned or transferred to AEGIS Tools, at a cost no greater than the initial development costs. Any AEGIS Tools products not paid for are considered the property of AEGIS Tools and will be returned at the dealer’s expense. In the event that AEGIS Tools inventory was sold by the dealer without compensating AEGIS Tools, any revenue or expected gain from the sale is due and payable to AEGIS Tools immediately upon termination of the dealer agreement. If payment has been made for inventory, the dealer may market existing inventory but will discontinue further promotion and sale of AEGIS Tools products. All confidentiality obligations remain intact following the dissolution of the business relationship. Unless expressly noted, all AEGIS Tools dealers are considered independent and are not employed by AEGIS Tools.

FORBIDDEN CUSTOMERS

United States Law forbids sellers and resellers of American-produced goods and services from doing business with certain individuals, organizations, & countries. Reexporting to certain parties may require a license or other permission from the U.S. Bureau of Industry and Security. The dealer is advised to check the Federal Register publication and the following agencies’ websites routinely for changes: Bureau of Industry and Security, Customs and Border Protection, Department of Commerce, Department of Defense, Department of Energy, Department of Homeland Security, Department of Justice, Department of State, Department of the Treasury, Directorate of Defense Trade Controls, and the Office of Foreign Assets Control. A Consolidated Screening List is available at https://legacy.export.gov. The dealer agrees to abide by all United States sanctions, and will not sell AEGIS Tools products to any blacklisted individuals, organizations, or countries. The dealer agrees to report all blocked sales to the relevant United States department(s).

CALIFORNIA PROPOSITION 65

The dealer, when selling into the California marketplace, must comply with the California Proposition 65 labeling requirements. Customers must be notified of potential exposure to toxins prior to purchase, and employees using AEGIS Tools products must be notified before potential exposure. The dealer agrees to indemnify and hold harmless AEGIS Tools for any liability if the dealer fails to provide the Prop 65 notice to a retail seller or end user, and the dealer also indemnifies AEGIS Tools if the retail seller fails to provide the notice.