WeatherTech^® Direct Reseller Agreement

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Use of WTD Intellectual Property

Reseller Minimum Advertising Pricing Policy

2024 Jobber Price Schedule

CupFone®/DeskFone®/TabletHolder/MirrorFone — Restrictions for eCommerce Channels

Authorized Dealer Terms and Conditions: no Authorized Dealer, Distributor, Third-Party Reseller or their affiliates shall be permitted to sell WeatherTech® product to, or fulfill orders for, any other Dealer, Distributor, Third-Party Reseller or their affiliates unless they are authorized by WeatherTech® Direct.

1. Acceptance. Weathertech® Direct, Limited ("WTD" and/or "WeatherTech®") has published this Reseller Agreement ("Agreement") on its wholesale website, located at www.WeatherTechWholesale.com. Any entity that purchases WTD’s products for resale to others ("Reseller") anywhere in the chain of product distribution (i.e., warehouse dealer, dealer, and/or direct reseller, or any combination thereof) should carefully review this Agreement. Resellers clicking on the "I accept" button at the bottom of this Agreement, executing this Agreement in writing or by electronic acknowledgement, such as through email or facsimile, and/or failing to object to any term or condition upon receipt of this Agreement, as called for by this Agreement, is its indication that reseller has reviewed, understands and consents to the terms and conditions of this Agreement. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Acceptance of this Agreement by Reseller is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a counteroffer which may be rejected by WTD. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, purchase order or other document that is submitted by Reseller that are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Agreement, shall have no force or effect, and that Reseller agrees that any such provision therein or any such alterations in this Agreement shall not constitute any part of this Agreement unless specifically agreed to in writing by a WTD officer via handwritten signature. No alteration of WTD’s rights or obligations stated herein shall be binding unless agreed to in writing by a WTD officer.


2. Price; Payment; Delivery. Price is as quoted in the sales order referring to this Agreement and is Net 30 days from date of shipment, which is WTD’s date of invoice. Except for drop ship orders or as otherwise agreed by WTD and Reseller, terms are Ex Works WTD’s dock, at which point title and risk of loss transfer to Reseller. For drop ship orders, terms are Ex Works point of manufacture, at which point title and risk of loss transfer to Reseller.


3. Late Payment. All amounts not paid in full within 30 days after the date due shall bear interest from the date due until paid at an annual rate of eighteen percent (18%) compounded monthly. Payments received by WTD shall be first applied to interest accrued and unpaid as to any account of Reseller and then to any amount overdue on such accounts as WTD shall determine in its sole discretion.


4. Cancellation. To cancel any order, Reseller must telephone or email WTD by the end of the business day on which Reseller’s order was received and must receive confirmation from WTD of cancellation. Orders for Products are otherwise not cancellable.


5. Purchase Money Security Interest. Notwithstanding Paragraph 2 above, which relates to transfer of title and risk of loss, until the price shall have been paid in full to WTD for any Products, WTD shall retain a purchase money security interest in the inventory of the Products presently in the possession of or hereafter acquired by Reseller, and if Reseller shall have sold the Products to any third party, the proceeds of resale (or claim thereto) shall belong to WTD. Reseller hereby appoints WTD as its attorney in fact to file any document, with any state or other governmental authority, as is necessary or desirable to perfect, continue, modify or terminate this security interest. Failure on the part of Reseller to pay the price when due shall give WTD the right (without prejudice to any other remedies):


1. those in possession of the goods that are still owned by WTD, because they have not been paid for, agree not to contest or object to a court order allowing WTD to repossess said goods; and


2. to prevent Reseller from reselling or parting with possession of the Products until the price therefore shall have been paid in full.


6. Taxes. The price of the Products is exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by Reseller.


7. Standard Co-Op Advertising Allowance. WTD establishes every new Reseller account with a Standard Co-Op Advertising Allowance ("Standard Co-Op"). Standard Co-Op is a pricing discount and is the difference between the pricing offered Reseller and Jobber (retailer) level pricing. At WTD’s sole discretion, WTD may extend to a Reseller one or more "Special Discounts" on Products that exceed the discounts reflected in the Standard Co-Op.


8. Inventory Stock Adjustments:


1. WTD offers to Resellers a once-annual stock adjustment of 3% of the previous year’s net purchases with a 1 – 1 offsetting order.


2. To obtain a stock adjustment, a Reseller must notify WTD 30 days in advance and must obtain a Return Goods Authorization (RGA) number from WTD. Reseller must pay the freight for returning the goods to WTD.


3. Stock adjustments will only be accepted from March through August, inclusive.


4. WTD will issue an RGA only for Products identified with the WeatherTech® trademark. Products that are manufactured exclusively for a Reseller or that are private-labeled are nonreturnable. Products that are more than 12 months old, and Products that have been discontinued by WTD for more than six months are nonreturnable to WTD.


5. Products manufactured exclusively for the international market and/or exclusively for re-saleable Products adapted for use on U.S. domestic vehicles are non-returnable to WTD.


6. Credit will only be issued for returned Products that are in pristine and re-sellable condition. WTD reserves the right to discard any returned Product that WTD deems, in its sole opinion, to not be in a pristine and saleable condition, without any credit to be issued in this event to the Reseller making the return and without any further liability to WTD.


7. If a credit is generated by returned Products, WTD will apply the credit to the Reseller’s account and will transmit a credit memo to the Reseller. Credits cannot be used as payment for outstanding balances for orders placed prior to the issue of a credit. Such credits are applicable to subsequent orders only.


8. WTD does not participate in buy-backs or in inventory lifts of other manufacturers’ products.


9. WTD does not offer pay-downs on a Reseller’s previously purchased inventory should a future pricing decrease occur. Additionally, WTD does not expect reparation pay up monies from resellers should future pricing increases occur.


10. Where the stock adjustment requested by the Reseller is considered "large," WTD may direct the Reseller to make the return over two or more successive months and will notify the Reseller concerning the volume of each monthly return.


11. Requests for stock adjustment that do not comply with the above guidelines may be made, at WTD’s sole discretion, but WTD will charge a restocking fee of no less than 20% of the price of the relevant purchase order.


12. Non-palletized or non-bulk returns will be charged an additional $5.00 restocking fee per part number.


13. A Reseller may not count any order that was given additional discounts for promotional considerations against the sales total when calculating the return.


9. Provisions Applicable to WeatherTech® Warehouse Distributors (WDs):


1. Qualifications for WDs: WTD in its sole discretion may appoint Reseller as a WeatherTech® Warehouse Distributor. To qualify for WD status, a firm must be an established wholesale three-step automotive accessory distributor. The firm must maintain a representative and diverse inventory of Products to efficiently and quickly fill customer needs. A minimum annual sales volume of Products for Reseller should be proportionate to Reseller’s annual turnover, which provides proof that Reseller is making a sufficient effort to represent and promote the Products. WTD may revoke a Reseller’s WD status at any time, with or without cause. To continue to enjoy WD status, Reseller must comply with WTD’s unilaterally imposed Minimum Advertised Price ("MAP") Policy, published separately and apart from this Agreement.


2. Freight: Unless otherwise agreed, Warehouse Distributor prepaid freight on all orders is $2500 for any and all WeatherTech® Products (hereinafter: "Products"), to one location only. WDs who take possession of the Products at WTD’s dock, or who assent to WTD shipping freight collect, will be quoted a downwardly adjusted wholesale price for the Products.


3. Drop Ship Orders: WTD does not expect the WD to stock any Product representing 1% or less of the total annual sales volume of WTD product sales by the WD. At the WD’s request, WTD will drop ship any such Product (a "Special Order") to the WD’s customer for the Minimum Advertised Shipping fee (MAS; refer to MAP policy issued separately) plus an additional handling fee of $5.00 per product group. A product group is a set of products shipped in the same package from the same location.


4. Temporary Surcharge(s) will be added to each invoice for orders that are not FOB, Bolingbrook, IL, or FOB, Romeoville, IL, beginning April 1, 2022. Surcharges are being imposed to maintain efficient deliveries and offset current inflated shipping costs, delivery fees, etc. Please reference the attached WeatherTech® Surcharge Chart that outlines details by product group. New FOB Shipping Point pick up and appointment requests would have to be made with the WeatherTech® internal wholesale team (wholesalemanagement@weathertech.com), as well as the WeatherTech® Logistics Department (please provide carrier details, portal login details, and/or contact truckloads@weathertech.com). Missed appointments will result in a $500 per day, per PO storage fee. After 3 days, orders will be cancelled. Surcharge amounts are non-refundable and are assessed based on order entered dates.


10. Use by Reseller of WTD Intellectual Property. Reseller agrees to conform to WTD’s policy as set forth herein regarding the use of its intellectual property ("IP"). If WTD does provide authorization to use WTD IP, the authorized IP will not be altered from the original provided, or used in combination with any non-authorized material not related to WTD to market WeatherTech® products. WTD IP includes but is not limited to trademarks, trade dress and copyrights in the images and text WTD uses to describe and market the Products, including but not limited to WTD video, graphics, box designs, marketing materials and/or copyrighted print advertising. WTD’s trademarks include the following, and are regularly updated at www.macneil-ip.com, all trademarks listed at this website are hereby WTD'S "IP" and are hereby incorporated by reference:
 

ABSOLUTE INTERIOR PROTECTION™	ALLOYCOVER™	AUTOLATCH™
AVM®	AVM HD®	BOOTTRAY™
BUMPFRAME®	BUMPERTOPPER™	BUMPSTEP®
CARCOASTERS™	CARGOTECH®	CLEARCOVER®
CLEARFRAME™	CLICK AND STAY®	CLOSETMAT®
CROSS-LINK ACTION™	CUPFONE®	CUPCOFFEE®
COMFORTMAT™	COMFORTMAT CONNECT™	DESKFONE®
DISHMAT™	EASYRAMP®	FACESHIELD AIR®
FAUCETMAT™	FLEXTRAY®	FLOORLINER™
FUELGLOVE®	GENTLE CAR™	GRITGRATE™
INDOORMAT™	IMPACTLINER™	LAMPGARD®
LET THE FRESH AIR IN®	LIMITED & DESIGN®	MACNEIL AUTOMOTIVE PRODUCTS
MACNEIL®	MAGICLIP™	MAT DESIGN®
MATGRIP®	MIRRORFONE™	MITTSAVER™
MOUNTS-IN-MINUTES™	MUDDY BUDDY®	MULTI-FLEX™
NO STACK®	OUTDOORMAT™	PETRAMP™
PLATEFRAME®	PLATESPACER®	QUIKTECH™
QUICKTURN®	RACKSACK®	RAZORHOLDER™
READY TO WASH™	REAR OVER THE HUMP FLOORLINER & DESIGN®	SCRATCH PROTECTION™
SINKMAT™	SILLPROTECTOR®	SNAPLINK™
SOAPSAVER™	SOAKER®	SPOTTECH™
STICKYSLEEVE®	STAIREDGE™	STARBELT®
SUNSHADE™	TABLETHOLDER™	TECHCARE®
TECHFLOOR™	TECHGRIP®	TECHLINER®
TECHSHADE®	TRACTIONSQUARES™	TRIM-TO-FIT™
TOOLTRAY™	UNDERLINER®	WATERBLADE™
WEATHERTECH®	WEATHERTECH RACING™	WEATHERTECH TF®
WINDSHIELDFONE™




® indicates that the trademark is registered at the U.S. Patent and Trademark Office.

Reseller may not use WTD IP or resell WTD products without WTD’s prior written authorization, executed in handwriting by a WTD brand protection officer, including but not limited to any of the following situations:

1. Magazine and newspaper advertising
2. Television, radio, billboard
3. Over the Internet, including but not limited to the following ways:
   1. Any paid advertising allowing persons to bid on any WTD trademark as a search term entered by a visitor to the search engine site, alone or in combination with other words, including but not limited to:
      1. Google AdWords Program
      2. Bing Ads
      3. Yahoo/Bing/MSN Network
   2. Online stores and marketplaces, including but not limited to:
      1. Amazon.com
      2. eBay.com
      3. Google Shopping
      a. PLA (Negative match WTD trademarked terms)
      4. BestBuy
      5. Shopzilla.com
      6. Walmart
      7. Target
      8. Sears
      9. Rakuten
      10. Overstock
      11. Newegg
      12. jet.com
      13. slibuy.com
   3. Social networking sites, including but not limited to:
      1. Facebook
      2. Twitter
      3. Pintrest
      4. Google+
   4. Display Advertising
   5. Email marketing

Reseller may use WTD IP in the following situations:

1. Resellers may use WTD IP as previously approved by WTD per the terms of this Agreement.
2. Resellers may elicit internet search results displaying WTD IP as the result of organic search results from reseller websites that have been previously, expressly approved by a WTD brand protection officer in writing.
3. Use by a Reseller of WTD trademarks in the Reseller site’s Product description content, including verbatim reuse of product descriptions online, if and only if that Product is offered for sale by the Reseller under the conditions of this Agreement.

WTD will provide authorized images and text for WTD-approved uses thereof upon request of Resellers who are in good standing. Reseller may not redistribute such images and text to others without WTD’s prior written authorization, executed in handwriting by a WTD brand protection officer.

Reseller may not make any application to register any trademark or domain name containing WTD IP. Reseller agrees not to use or register any trade name, trademark, service mark, slogan, logo or domain name that is confusingly similar to, or a reference to, any WTD common law or registered trademark.

Any unauthorized use of WTD IP is a material breach of this Agreement, may at WTD’s sole discretion result in the loss of any Co-Op Allowance granted by WTD to Reseller, and may result in WTD’s institution of legal action. WTD also may, at its sole discretion, refuse to supply Reseller with any further WTD product.

11. Delays. WTD will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of the Products, or for any damages suffered by Reseller by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, third party non-performance, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond the control of WTD.


12. Warranty. WTD warrants the Products, as manufactured, to be free from defects in material and workmanship. WTD does not warrant damage occurring during shipment nor which is the result of faulty handling by Reseller or its downstream customers, nor which is the result of improper installation and/or misuse by the consumer or end user. WTD's warranty can be found at www.WeatherTechWholesale.com/warranty. As Reseller’s sole remedy hereunder, WTD agrees at its cost to replace, on an exact-same product basis, any Product returned by Reseller to WTD, with proof that the Reseller purchased the Product directly from WTD. Reseller must exercise its remedy, if at all, electronically or in writing and within the warranty period published for the Product, as counted from the date that WTD delivers the Product to its dock or when received by Reseller, whichever event happens first. WTD reserves the right to discard any Product returned by Reseller to WTD, even if the returned Product is determined by WTD to be non-warrantable and Reseller consents to WTD's right to immediately discard any returned product at WTD's sole and absolute discretion.


13. DISCLAIMER. EXCEPT AS SET FORTH IN THE PARAGRAPH IMMEDIATELY ABOVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.


14. LIMITATION OF LIABILITY. WTD SHALL NOT BE LIABLE TO RESELLER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, ANY USE, MISUSE OR MODIFICATION OF THE GOODS (UNLESS SUCH MODIFICATION IS MADE ACCORDING TO THE INSTRUCTIONS ACCOMPANYING THE PRODUCT), MALFUNCTIONS AND DEFECTS IN THE GOODS, OR DELAY OF WTD IN PERFORMING HEREUNDER. IN NO EVENT SHALL WTD BE LIABLE TO RESELLER FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, ANY ALLEGED BREACH, ALLEGED NON-PERFORMANCE, AND/OR ALLEGED PRODUCT DEFECT, FOR ANY INDIRECT, SPECIAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PARTIES' BUSINESS DEALINGS, EVEN IF WTD HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR KNEW OR SHOULD HAVE KNOWN THEREOF. LIABILITY HEREUNDER TO RESELLER, IF ANY, SHALL IN NO EVENT EXCEED THE PRICE PAID TO WTD HEREUNDER BY RESELLER.


15. Default. Upon the happening of any one or more of the following events, WTD shall have the unrestricted right to cancel and terminate this Agreement without cost or liability to WTD: (1) Reseller’s insolvency or inability to meet obligations as they become due, (2) filing of voluntary or involuntary petition of bankruptcy by or against Reseller, (3) institution of legal proceedings against Reseller by creditors or stockholders, (4) appointment of a receiver for Reseller by any court of competent jurisdiction or (5) any breach of any agreement or WTD policy by Reseller. The acceptance of Products or performance after the occurrence of any of the events above enumerated shall not affect the right of WTD to cancel any additional obligations.
    
    In the event of a default hereunder by Reseller, WTD shall be entitled to collect as damages, in addition to all other damages allowed by law, the following amounts related to the Products: the actual cost of all goods, services, or materials purchased or contracted for and the cost of all tooling acquired by WTD in connection with the Products, plus 20% of the reseller's purchase Price to cover WTD’s design, purchasing and materials and tooling handling services.


16. Miscellaneous.
1. Any term or provision of this Agreement may be waived in writing, executed in handwriting, at any time by an officer of the party entitled to the benefit thereof. Any failure to enforce any provision hereof shall not constitute a waiver of such provision or of any subsequent failure to perform any obligation hereunder.


2. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.


3. All notices, disclosures, or other communications which are required or permitted hereunder shall be in writing and shall be delivered in person, or by facsimile or sent by U.S. registered or certified mail, postage prepaid, if to WTD, to MacNeil Automotive Products Limited, 1 MacNeil Court, Bolingbrook, Illinois, USA 60440; and if to Reseller, to the address set forth on Reseller’s credit application. Notice may be sent by email to the email address of WTD at notices@macneil.com and to the email address of Reseller as set forth on Reseller’s credit application. Notice delivered personally shall be deemed received upon delivery. Notice delivered by facsimile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by the sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting. Notice by email shall be deemed received on the day upon which such notice is sent. Any party may change the address to which notices for such party may be sent by written or electronic notice to the other party. Any notice or communication objecting to, seeking a change from, or requesting any alteration of the terms and conditions of this Agreement by Reseller, or any Reseller questions as to the scope or import of any WTD policy and/or this Agreement shall also copy Timothy M. Schaum by email at tschaum@polsinelli.com; by mail at Polsinelli PC, 150 N. Riverside Plaza, Ste. 3000, Chicago, IL 60606; or by facsimile at (312) 819-1910.


4. This Agreement contains the entire agreement of the parties and supersedes and incorporates all prior and contemporaneous agreements, representations and negotiations between the parties with respect to the subject matter hereof. This Agreement may be altered or amended only by written instrument executed by both parties in handwriting, and on WTD's part, said signature must be of a WTD officer. No agreement or representation by any representative of WTD or contained in any proposal by or communication from WTD shall be binding upon WTD unless specifically set forth in this Agreement or a Sales Order referencing this Agreement and signed by an Officer of WTD. WTD’s Minimum Advertised Pricing ("MAP") Policy is unilaterally issued by WTD separately from this Agreement, forms no portion of this Agreement and is not modified by this Agreement.


5. Neither this Agreement nor any rights thereunder may be assigned by Reseller without the prior written consent of WTD, executed in handwriting by a WTD officer.


6. Actions to enforce this Agreement shall be brought in a court of competent jurisdiction located in DuPage County, Illinois, or if applicable, the Federal District Court for the Northern District of Illinois. The parties hereby agree that these two jurisdictions shall be the exclusive jurisdictions and venue with regard to any action related to the parties' business dealings and this Agreement. Reseller hereby expressly agrees to waive any objection to proceeding in these jurisdictions based on any argument that personal jurisdiction is not proper over Reseller, or any other objection, and Reseller expressly agrees to waive any argument that these jurisdictions and venues are in any way an inconvenient forum in which to hear any dispute between the parties. If WTD shall be the prevailing party in any action, WTD shall be entitled to recover its reasonable attorney fees and costs, including an appeal, from Reseller. The parties agree that the transaction embodied in this Agreement has a substantial connection to these jurisdictions, submit to the jurisdiction of such courts and agrees to the service of summons by mail in the same manner as notices may be served hereunder.


7. We each agree that any dispute resolution proceedings and/or litigation will be conducted only on an individual basis and not in a class action, class arbitration, or a consolidated or representative action. Reseller expressly agrees not to, and waives any right to, proceed as or participate in a class, consolidated or representative action in any capacity. If for any reason a claim proceeds in court, Reseller expressly waives any right to a jury trial.


8. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Where Reseller is located in the province of Quebec, Canada, or in any foreign jurisdiction where English is not a primary language, WTD and Reseller confirm that they have requested that this Agreement and all related documents be drafted in English and understand all provisions and terms of this Agreement as drafted in English.


9. In any action by WTD to enforce the provisions of this Agreement, WTD shall be entitled to collect as damages from Reseller, in addition to the service charge provided for above, all damages provided by law and this Agreement, WTD’s court costs and reasonable attorneys’ fees through the appellate level.


10. The remedies of WTD hereunder shall be cumulative.


11. If any term, condition, restriction or covenant contained in this Agreement shall be deemed illegal or unenforceable, all of the other terms, conditions, restrictions and covenants and the application thereof to all persons and circumstances subject hereto shall remain in effect to the extent permitted by law; and if any application of any term, condition, restriction or covenant to any person or circumstance shall be deemed illegal, the application or such term, condition, restriction or covenant to other persons or circumstances shall remain in effect to the extent permitted by law.


12. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.


13. If this Agreement and any Sales Order referencing this Agreement cannot be interpreted to be consistent with each other, this Agreement shall control.




17. This Agreement and any and all duties and obligations hereunder may not be delegated, transferred and/or assigned by the reseller without the express written consent of WTD, executed in handwriting by a WTD officer. Each delegation, transfer and/or assignment without such consent shall be null and void. The relationship between WTD and Reseller shall be that of independent contractors, and nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or franchise between WTD and Reseller or shall constitute or be deemed to constitute the reseller as agent for WTD for any purpose. The Reseller shall have no authority or power to bind WTD or to contract in the name of and/or create a liability against WTD in any way for any purpose. WTD may assign its rights and obligations to a third party under this Agreement in its sole and absolute discretion.


18. At any time and without prior notice, WTD may modify any or all of the WTD policies.


19. Reseller responsibilities. Except as otherwise approved in writing by an officer of WTD, Reseller will do each of the following: (a) promote the sale and use of the products; (b) promptly and effectively respond to questions and service requests from customers and prospective customers; (c) represent the products in an ethical and professional manner and refrain from any conduct that is or could be detrimental to the reputation or integrity of the dealer and/or WTD; (d) use the WTD IP only as permitted by WTD as described in this Agreement; (e) refrain from questioning or challenging the rights claimed by WTD or any of its affiliates or related entities in the intellectual property or assisting in any way other(s) in doing so; (f) comply with all laws, regulations and all of WTD's policies; and (g) promptly and in a timely fashion comply with whatever request may be made by WTD relating to any law, regulation or expectation thereof or the modification or recall of any or all of the products.


20. Consumer safety. Reseller acknowledges that many of WTD's products are custom-fit products dependent upon the specific make, model and year of vehicle in question, including other considerations (such as automatic versus manual transmissions). Consumer safety is a paramount concern for WTD. Authorized Resellers have access to all of WTD's up-to-date, accurate vehicle application data and safety instructions. Use of WTD's data and safety instructions and information is crucial to ensuring proper consumer use of WTD products and that a specific WTD product is appropriate for any specific vehicle application. Reseller shall review WTD's safety policy, training materials and instructions, which can be found at www.WeatherTechWholesale.com/safetytips, and follow the instructions provided therein to train and educate Reseller's employees in accordance with these instructions and to ensure that Reseller is familiar with all of the data necessary to determine whether any particular WTD product is appropriate for a specific vehicle application. WTD does not condone or tolerate resellers that repackage and/ or relabel our product to bundle or circumvent selling protocol that is outlined in our Reseller Guidelines. Resellers that engage in these tactics are possibly putting consumer safety at risk, as they are not aware of all the pertinent application information, retention devices, and instructional data that is needed or required for individual SKUs. Reseller agrees to implement an appropriate continuing education program with its employees to ensure that all of WTD's safety instructions are followed and that its employees are adequately trained. In any event, Reseller agrees that its employees shall follow WTD'S safety policy and instructions and that Reseller shall train and educate its employees on MacNeil's safety policy and data no less than once every three months. In the event that reseller does not abide by the terms of this paragraph and/or fails to properly employ any and all data or safety instructions provided by WTD with regard to vehicle/product application data and/or instructions, Reseller expressly agrees to indemnify fully WTD for any liability incurred by WTD for such failure and/or any action brought by any purchaser of WTD product that in any way implicates a failure by Reseller to properly use any WTD data and/or safety instructions or information, including WTD's reasonable attorney fees and costs, and Reseller expressly agrees to allow WTD to employ its own counsel of WTD's choice with regard to any such action.


21. Unauthorized Resellers. Upon Reseller receiving written notice from WTD that WTD has reason to believe that Reseller is selling WTD product to an unauthorized party that is reselling WTD products to third parties and/or that Reseller is selling WTD product to a party that is reselling WTD products in violation of any WTD policy, Reseller expressly agrees to cooperate fully with any investigation by WTD into such activity, including allowing WTD to audit Reseller's books, records, purchase orders and communications, in addition to any other relevant sources of information, in order to ascertain the identity of the unauthorized or violating reseller. Reseller shall provide WTD with all requested information within seven business days of WTD's request for said information and shall provide WTD with Reseller's good faith best efforts to establish the identity and all necessary information related to said unauthorized and/or violating reseller. Reseller expressly agrees that, in such circumstances, WTD does not have an adequate remedy at law, and that WTD may pursue mandatory injunctive relief in the agreed-upon jurisdictions referenced in paragraph 16 (f) to obtain this information if, in WTD's sole and absolute discretion, Reseller has not adequately responded to WTD's request for information with regard to any unauthorized reseller and/or reseller operating in violation of any WTD policy.


22. Data Sharing. WTD may request Resellers share order level detail on a monthly basis. Order detail must include, but is not limited to, the following particulars: invoice date, sell to name, sell to address (street address, zip code, city, state, zip, country), WeatherTech® SKU/part number, quantity ordered, and price sold per unit. Reseller contact information may be supplied as needed. WTD agrees to keep customer and order level data confidential. Providing these details will allow Reseller to keep Standard Co-Op Advertising Allowance and any Special Discounts agreed to at the onset of business.


23. A full copy of this Agreement and its terms and conditions will be provided with each shipment of product by WeatherTech®. If you object to any term or condition of this Agreement or otherwise do not wish to be bound by this Agreement, please return all products purchased, in an unused and new condition in the original packaging, to WeatherTech® for a full refund, including any return shipping costs. IF YOU DO NOT RETURN THE PRODUCT(S) YOU PURCHASED FROM WEATHERTECH® OR ANY WEATHERTECH® AUTHORIZED RESELLER WITHIN 14 DAYS OF RECEIVING SAID PRODUCTS, THEN YOU AGREE TO BE BOUND BY, AND ACCEPT, THE TERMS AND CONDITIONS OF THIS AGREEMENT.

WEATHERTECH DIRECT® RESELLER MINIMUM ADVERTISING PRICING POLICY

The business relationship between WeatherTech Direct, LLC, Limited (sometimes hereinafter referred to as "WTD") and each of its resellers is an "at will" business relationship and WTD reserves the right to terminate such business relationship without cause and at any time. Additionally the potential reseller has the right to disagree with the WTD Minimum Advertised Pricing Policy (the "Policy") as stated herein and may choose to not do business with WTD after reading these guidelines. WTD will not entertain reseller-proposed changes to this Policy for any reason. However WTD reserves the right to make ongoing changes to this Policy without prior notice. If WTD’s reseller disagrees with any changes to this Policy, the reseller may choose not to deal with WTD in the future.

Reseller

A reseller, as used herein, is any entity that buys WTD’s products and sells them either to end users or for resale to any third party for any purpose. Resellers include but are not limited to wholesalers, warehouse distributors, e-tailers and automotive dealers.

Prices, Discounts and Co-Op Allowance

All prices and discounts are quoted specifically for each individual reseller account. Minimum Advertised Price (MAP), Minimum Advertised Pick-Up Price (MAPP) and Minimum Advertised Shipping Price (MAS) must be adhered to for all advertising and promotional media, whether electronic or printed. Jobber MAP is supplied as a guideline for resellers to quote to their customers. WTD prefers that Jobber MAP is not discountable by more than 20% (except for Kinetic Recovery Rope and Truck Bed Covers, as noted Jobber MAP is the maximum discountable amount) in print. However, WTD does recognize the need for resellers on occasion to offer deeper discounts for promotions or specials, etc. When these occasions occur, Jobber MAP discounts should never exceed 25% (exclusion for Kinetic Recovery Rope and Truck Bed Covers)!

WTD considers all cost impacting asks and needs when quoting a direct reseller. If additional costs impacting asks or needs are presented to WTD after the initial quote is presented, WTD reserves the right to adjust the quote.

An e-tailer is defined as an internet marketing company, online shop, e-shop, e-store, internet shop, webshop, web-store, online store or virtual store that sells goods to consumers electronically. E-tailers ("free rider" resellers) do not have warehouses and/or brick-and-mortar facilities and cannot stock product. Jobber MAP is supplied as a guideline and is NOT discountable for resellers to quote e-tailers, unless otherwise approved by WTD. WTD reserves the right to immediately terminate the business relationship with WDs that intentionally disregard and/or circumvent this Jobber MAP guideline by discounting and/or rebating on the backside resulting in pricing being listed below Jobber MAP.

WTD acknowledges that customers and downstream resellers are free to advertise and sell to whomever and at whatever prices it chooses, but by selling below MAP, MAPP or MAS, a reseller risks losing Standard Co-Op advertising allowance and Special Discounts, among other actions by WTD. In addition, WTD requests that any inventory management and outsourced warehouse companies provide the reseller contact details to confirm if the reseller is approved.

WTD establishes every new reseller account with a Standard Co-Op advertising allowance. Standard Co-Op is the monetary difference between reseller and Jobber (retailer) level pricing. Special Discounts are "above and beyond" Co-Op discounts of WTD’s Standard Co-Op advertising allowance.

Pricing is subject to change without notice.

WTD designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. WTD has invested significant resources in product innovation, development and marketing to build and maintain its brand and reputation for high quality and to generate goodwill. WTD's continued and considerable investment in manufacturing causes us to expect a reciprocal level of exclusiveness and loyalty from its direct Resellers. A Reseller that violates MAP risks the loss of their Standard Co-Op advertising allowance and Special Discounts, among other actions by WTD. WTD prohibits the distribution of its parts (SKU) data, images and/or marketing materials without express written consent from WTD.

This policy is binding and will remain in effect up until a newly revised version is posted and/or is made available. Any corporate name, address or identity change must be forwarded to WTD in written form, and a newly submitted credit application must be approved to maintain active account status.

Minimum Advertised Price (MAP)

WTD’s minimum advertised price ("MAP") is defined as the price that is charged for product to a retail buyer (typically, the consumer or end user of the product) by a reseller and is inclusive of a flat shipping rate.

WTD designs, manufactures and markets products under the WeatherTech® premium brand, which identifies those products to consumers as having characteristics of excellence and high quality. WTD has invested significant resources in product innovation, development and marketing to build and maintain its reputation for high quality and to generate goodwill in the WeatherTech® brand. In general, WTD’s pricing is set to recover the costs associated with its extensive product development and marketing activities and the extensive support WTD provides to its authorized resellers. Through its MAP, WTD seeks to discourage "free rider" resellers who take unfair advantage of WTD’s efforts. WTD further has unilaterally adopted this Policy to prevent price-based advertising that tends to degrade or cheapen the image of WeatherTech® products in the marketplace, thus eroding its goodwill and brand reputation.

WTD therefore asks that each reseller of its products follow its MAP policy and sell at full MAP when shipping directly to the customer. Full MAP is defined as the Minimum Advertised Price and should exclude additional discounts, coupon codes, promotions, etc. that can be added "In-Cart" and would cause merchandise to fall below full MAP. Direct accounts and resellers selling and/or advertising below MAP, MAPP or MAS risk losing Standard Co-Op advertising allowances and Special Discounts, and WTD reserves the right to raise acquisition costs or terminate the business relationship.

This Policy does not determine the price at which resellers can advertise products or offer products for sale as it does not establish maximum advertised prices. WTD does not restrict any reseller from offering competitive products for sale at pricing which may be less than, the same as or more than the MAP for a similar WTD product.

Minimum Advertised Pick-Up Price (MAPP)

WTD’s minimum advertised pick-up price is defined as the price that is charged for product to the retail buyer in the reseller’s stores and where charging for shipping is not applicable. WTD asks that each reseller of its products sell at full MAPP when the retail buyer physically picks the product up at the store.

Minimum Advertised Shipping (MAS)

WTD’s minimum advertised shipping rates are a flat rate charge that was developed for WTD and is inclusive of a myriad of expenses associated with shipping product originating at WTD’s dock. WTD recognizes that some of its products are bought in sets by the retail customer and WTD discounts the second or third part’s shipping when bought together on select product groups. The kit part numbers in WTD’s retail advertising have been developed to ease the ordering process for the retail buyer for individual/like product groups. WTD may offer these kit part numbers to their WDs, wholesalers, and resellers with the caveat that these are stocking part numbers for select applications that were designed to enhance and make more enjoyable the retail buyer’s ordering experience only. No special wholesale discount or packaging is available for the select applications, and the UPCs are linked to the individual items included in the kit parts. A reseller may choose to create their own merged kits/ packages for individual and merged products to mirror what is showcased on WTD’s website.

Pricing Table Guide (PTG)

This table sets forth WTD’s current MAP, MAPP, MAS and MSRP. The pricing stated herein may have changed since this PTG was last revised, and it is the responsibility of Reseller to ascertain current MAP, MAPP and MAS.

Bundling Policy/"In Cart" Policy

Under no circumstances may any WTD products be bundled, combined, packaged and/or associated with any product or products from any other manufacturer or source for any reason whatsoever when any consumer purchases an WTD product from reseller. Under no circumstances may any WTD products be discounted below MAP in conjunction or relation to any reseller gift cards, advertisement or promotional activity by any reseller. Under no circumstances may any WTD products, either in isolation or in combination with other WTD products, be advertised and/or sold at an "in cart" price that would be below MAP. Under no circumstances may any WTD products be combined or sold as a package and/or bundle that would result in the purchase of such a combination, package and/or bundle at a discount to what said products would be priced at on an aggregate basis under MAP. A reseller that violates this policy risks the loss of their standard co-op advertising allowance and special discounts, among other actions by WTD.

JOBBER PRICE SCHEDULE 2024

UPDATED JAN. 2024

Please see Wholesale Catalog for product descriptions.

Directory

FloorLiner^™
Front Over-the-Hump FloorLiner^™
FloorLiner^™HP
All-Weather^™Floor Mats
Trim-to-Fit^™ Floor Mats and Trim-to-Fit^™ HD Floor Mats
Cargo Liner
Cargo Liner w/Bumper Protector
SeatBack Cargo Liner HP
SeatBack Cargo Liner HP w/ Bumper Protector
Under Seat Storage System
Trim-to-Fit™ Cargo Mat
SunShade^™
SunShade Kits
SunShade Bags
Seat Protector
Seat Back Protector
Door Protector
Child Car Seat Protector
TechLiner^® and Tailgate TechLiner^®
ImpactLiner
Roll Up Truck Bed Cover
AlloyCover^™
UnderLiner^®
No-Drill MudFlaps
Light Tinted Side Window Deflectors
Sunroof Wind Deflector
Stone and Bug Deflector
Billet PlateFrame^®
Motorcycle Billet PlateFrame^®
ClearCover^®
ClearFrame^®
PlateFrame^®
BumpFrame^®
BumpStep^®
BumpStep^®XL
Billet BumpStep^®
Billet BumpStep^®XL
LampGard^®
ScratchProtection
SillProtector
Hood Protector
TechCare^®
TechCare^®Accessories
Door Pocket Hand Sanitizer Holder
WeatherTech^® BatteryCharger
Indoor Custom-Fit Car Cover
Sunbrella^® Outdoor Car Cover
OutdoorMat^™/IndoorMat^™
SinkMat^™
FaucetMat
Christmas Tree Mat /All-Purpose Round Mat
BootTray^™
All-Purpose Mat
ClosetMat
Coasters
TechFloor^™
TechFloor^™ Utility Kit
Pet Barrier
PetRamp^™
Pet Partition
Pet Safety Harness
CargoTech^®
CargoTech^®Pro
RackSack^®
Gift Bag^®
StarBelt^®
Water Bottle
FuelGlove^™
FlexTray^®
ToolTray
FaceShield Air^™
SoapSaver^™
RazorHolder^™
Golf Cart Mat
BumperTopper^™
African Bracelet
Kinetic Recovery Rope
ComfortMat^™
Pet Feeding System with Poly Bowls
Pet Feeding System with Stainless Bowls
Indoor CarpetMat
Garage Wall Protector
StairEdge
Coasters
FridgeMat
CupFone^®
CupFone^®Duo
CupCoffee^®
DeskFone^®
CupFone^®/DeskFone^® Accessories
TabletHolder^™
MirrorFone
Rotating MirrorFone
Billet Knobs
WindshieldFone^™

Front and Rear FloorLiner^™ MAP: To calculate, please add Front and Rear MAP together and subtract $15.00.

Front and Rear Floor Mat MAP: To calculate, please add Front and Rear MAP together and subtract $15.00.

WTD prefers that Jobber MAP is not discountable by more than 20% for all product except the TechCare and TechFloor. WTD recommends that the TechCare and TechFloor lines not be discounted by more than 15% and also be omitted from additional deeper discounts for promotions or specials. However, WTD does recognize the need for resellers on occasion to offer deeper discounts on the other product groups for promotions or specials, etc. When these occasions occur, Jobber MAP discounts should never exceed 25%!

For Roll Up Pickup Truck Bed Covers and AlloyCovers: Returns and warranty issues are handled on an individual case-by-case basis. Please contact customer support at 800-943-9250, or email us at wholesale@weathertech.com.

Interior Protection, Exterior Protection, Bumper Protection, License Plate Frames Accessories, Auto Detailing & Cleaning Products, Home and Business Products, Pet Products and Apparel

ADDENDUM: CupFone®/DeskFone®/TabletHolder/MirrorFone — Restrictions for eCommerce Channels

Authorized Dealer Terms and Conditions outlined in the preceding Reseller Agreement do apply, except for sections titled Use by Reseller of WTD Intellectual Property and Reseller Responsibilities.

Authorized Dealers are permitted to post CupFone®, DeskFone®, TabletHolder or MirrorFone online, through approved channels, and product can continue to be sold through "Brick and Mortar."

Reseller may use WTD IP or resell these products through any internet channels that include, but are not limited to:

i. Company owned website

ii. Affiliate owned website

iii. E-tailer owned website

iv. Social networking sites, including but not limited to:

1. Facebook
2. Twitter
3. Pinterest
4. Instagram

v. Display Advertising

vi. Email Marketing

Reseller may not use WTD IP or resell these products through any internet channels that include, but are not limited to:

i. Any paid advertising allowing persons to bid on any WTD trademark as a search term entered by a visitor to the search engine site, alone or in combination with other words, including but not limited to:

1. Google AdWords Program
2. Bing Ads
3. Yahoo/Bing/MSN Network

ii. Online stores and marketplaces, including but not limited to:

1. Amazon.com
2. eBay.com
3. Google Shopping
4. PLA (Negative match WTD trademarked terms)
5. BestBuy
6. Shopzilla.com
7. Walmart
8. Target
9. Sears
10. Rakuten
11. Overstock
12. Newegg
13. jet.com
14. slibuy.com
15. discountbandit.com

Resellers may elicit internet search results displaying WTD IP for CupFone®, DeskFone®, TabletHolder, MirrorFone or CupCoffee as the result of organic or nonorganic search results from reseller websites.

WTD will provide authorized images and text for WTD CupFone®, DeskFone®, TabletHolder, MirrorFone or CupCoffee for use on Company owned website, Affiliate owned website, E-tailer owned website, Social networking sites, Display advertising, and Email marketing.

Reseller may not make any application to register any trademark or domain name containing the CupFone®, DeskFone®, TabletHolder, MirrorFone or CupCoffee marks. Reseller agrees not to use or register any trade name, trademark, service mark, slogan, logo or domain name that is confusingly similar to, or a reference to, any of these marks.

Any unauthorized use of WTD IP for CupFone®, DeskFone®, TabletHolder, MirrorFone or CupCoffee is a material breach of this Agreement, and may at WTD’s sole discretion result in the loss of any Co-Op Allowance granted by WTD to Reseller, and may result in WTD’s institution of legal action and/or termination of our business relationship. WTD also may, at its sole discretion, refuse to supply Reseller with any further WTD product.

A wholesaler risks the advertising portion of their discounts if MAP is not adhered to.