Effective Immediately

Authorized Reseller Policy

By purchasing Dalen Products, Inc. products for resale, you agree to adhere to this Reseller Policy.

In order to ensure Dalen Products, Inc. (“Dalen”) resellers are able to sustain healthy margins on Dalen products and ensure that Dalen’s end-users are being provided a quality sales experience and customer support, Dalen has announced this Reseller Policy (the “Reseller Policy”). Dalen believes that its end-user customers are best served by having resellers who market Dalen’s products as premium brand products and who provide an outstanding level of service and support to their end-user customers.

Dalen has also decided that, in order to maintain and protect the viability of the Dalen reseller network for its products, in order to protect the value associated with Dalen’s brands in connection with its products, and in order to ensure high-quality support by resellers to end-users of those products, resellers must comply with the following terms and conditions:

• Authorization of Online Sales. Dalen grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users, on your own URLs, located in the United States of America (the “Territory”).
• Third-Party Internet Marketplace Sales. Reseller is prohibited from selling Dalen products on Internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Target, Rakuten, Sears, unless Reseller obtains written permission from Dalen authorizing them to sell on specific Internet Marketplaces and under specific seller names. Authorization is limited to specifically approved seller names and marketplace accounts and may not be transferred. Dalen may revoke or amend Reseller’s Internet Marketplace Authorization by sending notice to Reseller and such revocation or amendment shall become effective upon delivery of such notice;
• Transshipping. Resellers shall not transship products. Specifically, resellers shall not sell or transfer any Dalen products to any person or entity for resale. Resellers agree to restrict, cease, or limit the sale of Dalen products to anyone at the request of Dalen;
• Geographic Sales Boundary. Resellers may only sell and advertise for sale Dalen products within the United States. Dalen hereby expressly prohibits resellers from soliciting or consummating sales outside of the United States;
• Distributor Responsibility. Distributors are responsible for communicating Dalen’s Authorized Reseller Policy and Unilateral Pricing Policy to their downstream retailers, dealers, and customers. Distributors must ensure that retailers supplied with Dalen products are aware of Dalen’s authorized sales channel restrictions, marketplace restrictions, and applicable pricing policies. Dalen reserves the right to hold distributors accountable for policy violations committed by retailers supplied by such distributors, including unauthorized marketplace sales, unauthorized sales channel activity, and misuse of Dalen intellectual property. Dalen requests that distributors post or otherwise make available Dalen’s policies to their retailer networks.
• Reseller Obligations. During the Term of this Agreement, Reseller shall:
  • use its best efforts to display, promote, demonstrate, market, and sell the Products;
  • comply with additional terms of sale as otherwise provided by Dalen and as such terms may change from time to time by Dalen in its sole discretion;
  • not sell or otherwise promote, advertise, market, or provide the Products outside of the Territory;
  • not obscure or alter in any fashion the serial number on any Product or its packaging;
  • promptly respond to all communications and correspondence from Dalen and to comply with all reasonable guidelines, policies, and procedures issued by Dalen from time-to-time; and
  • conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations, Distributor agrees not to engage in any unfair trade practices.
• Intellectual Property.
  • Grant. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products within the Territory to End-Users.
  • Restrictions and Limitations.
    • Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Dalen; (b) not modified in any manner without the prior written consent of Dalen; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; (d) not used in any way that disparages the IP or the Dalen; and (e) displayed according to specifications which Dalen may provide or amend from time to time.
    • Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of Dalen. Reseller shall not do anything inconsistent with Dalen’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), metadata tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Dalen’s title to or rights in the Licensed IP.
    • Upon termination of this Agreement, Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an Authorized Dalen Reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Dalen all confidential information, including, but not limited to, all documents and information concerning prices, marketing, advertising, and promotional activities.
• Paid Search Advertising. Reseller shall not, directly or indirectly, without Dalen’s prior written consent, which may be granted or withheld in Dalen’s sole discretion, engage in any paid search advertising, search engine marketing, or other online advertising or marketing campaign that uses a Dalen Mark or any word or phrase that is confusingly similar to a Dalen’s Mark (including any variation or misspelling) as a stand-alone search term or keyword. Reseller must set the Dalen Marks as a negative exact match or negative keywords. Any paid search advertising, search engine marketing, or similar online advertising or marketing campaign by Reseller must use the Dalen Mark combined with a descriptive or generic term or phrase related to the Products and shall not identify Products unavailable for purchase from Reseller, or direct consumers to a website that does not sell Products, or use terms like “official” or “original” or other words and phrases that are misleading or inaccurate. Further, Reseller’s online advertising or marketing campaigns shall be consistent with the high standards, value, reputation, and prestige associated with the Products and the Dalen marks and shall not use terms such as “clearance” or “lowest prices” and the like or identify percentage or dollar discounts. In all cases, Dalen will make the final determination in its sole discretion as to whether a particular use of a Dalen Mark in online advertising or marketing campaigns is permissible;
• Sales Practices. Resellers shall conduct their business in a reasonable and ethical manner at all times and shall neither engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the products except as expressly authorized by Dalen. Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Dalen products;
• Quality Controls. Resellers shall comply with all quality control standards, including, but not limited to, advertising, storage, and shipping requirements, as announced from time to time by Dalen;
• Warranty. Dalen’s limited warranty applies only to products purchased by end users from Dalen or its Authorized Resellers. Products obtained from unauthorized sellers, including unauthorized online marketplace sellers or other third parties, are not eligible for warranty coverage, support, or service. To be eligible for warranty protection, the original purchaser may be required to provide proof of purchase showing that the product was purchased from an Authorized Reseller. Dalen disclaims all responsibility for products purchased from unauthorized sources, including issues related to authenticity, condition, storage, handling, and performance.
• Service. Resellers shall provide the highest levels of customer service. Resellers and their sales personnel shall be familiar with all Dalen products marketed for sale and must obtain sufficient product knowledge to advise customers on the selection of the products, as well as any applicable warranty, guarantee, or return policy;
• Product Packaging. Resellers shall sell Dalen products in their original packaging. Relabeling, repackaging, bundling and other alterations are not permitted without written permission from Dalen. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on products or their packaging is prohibited. Resellers shall not remove, translate, or modify the contents of any label or literature on or accompanying the products. Bundling of Dalen products with other products is prohibited unless the bundle is created, approved, and assigned a unique UPC by Dalen;
• Unilateral Pricing Policy. Resellers are informed of Dalen’s pricing policy as they apply to the advertisement for sale of Dalen products from resellers to end-users in the United States. There is no agreement, express or implied, between Dalen and resellers with respect to the advertised or resale pricing of Dalen products. If any director, officer, employee, representative, or other agent of Dalen tries to coerce resellers to agree to the price at which resellers advertise or resell Dalen products, such action shall be considered void, unauthorized, and without effect and resellers shall promptly notify Dalen at brandprotection@dalenproducts.com.

  An advertised price that is even one cent ($0.01) below the established MAP price constitutes a violation of the policy. For purposes of this policy, an ‘advertised price’ includes any price visible to customers prior to checkout, including online cart pricing, promotional pricing, coupons, rebates, and similar offers.

• Additional Terms and Conditions. Resellers agree to comply with the additional terms and conditions set forth by Dalen from time to time which may be changed by Dalen in its sole discretion.

Dalen reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and a reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed reseller’s acceptance of the amendments.

If Dalen determines that a reseller is in violation of this Reseller Policy, Dalen may take any and all appropriate legal actions, including, but not limited to, refusing to accept orders from the reseller or instructing its distributors to refuse to accept orders from the reseller.

Any questions regarding this Reseller Policy must be emailed to: brandprotection@dalenproducts.com