THIS AGREEMENT (“Dealer Agreement”) effective as of the date it is accepted by TROPHYLINE, is by and between TROPHYLINE, LLC (“TROPHYLINE”), an Ohio corporation with its corporate offices located in 264 E. Garfield Road, Portage County, Ohio (mailing address: 264 E. Garfield Road Aurora, OH 44202, and

(“DEALER”), with its principal place of business located at

(also include mailing address, if applicable), TROPHYLINE and DEALER hereby agree as follows:

For purposes of this Agreement, the following terms shall be defined as provided:

A. “BUSINESS LOCATIONS” shall refer to DEALER’S principal place of business and to those locations which are permitted by TROPHYLINE pursuant to §II.D of this Agreement.

B. “COMPANY GOODS” shall mean and include those related materials, products and parts manufactured, sold and/or distributed by TROPHYLINE, and its affiliated companies which TROPHYLINE has authorized DEALER to purchase, market and sell pursuant to this Agreement; which may be limited and amended by TROPHYLINE from time to time.

A. DEALER warrants and represents that all information furnished to TROPHYLINE is true and correct and DEALER understands that TROPHYLINE will rely on that information to extend credit to DEALER.

 

B. DEALER agrees the extension of credit to DEALER to finance the acquisition and maintenance by DEALER of that part of its inventory consisting of COMPANY GOODS is on an order by order basis.  The shipment of COMPANY GOODS is at the discretion of TROPHYLINE.  DEALER agrees to accept the terms, including payment terms, conditions, provisions and rates in force and effect at the time credit is extended and published online or otherwise in any applicable program documents, price lists and schedules, price bulletins, order forms, terms and discount schedules and/or such other documents or materials supplied or made available to DEALER by TROPHYLINE.  TROPHYLINE in no way obligates itself to provide financing to DEALER for the acquisition and maintenance of COMPANY GOODS.

 

C. All credit extended by TROPHYLINE to or on behalf of DEALER and/or all obligations incurred and owing by DEALER to TROPHYLINE pursuant hereto shall bear interest from the date specified in the applicable invoice or in the published program documents, price lists and schedules, price bulletins, order forms, terms and discount schedules and/or such other documents or materials supplied or made available by TROPHYLINE and/or such other documents that evidence the extension of credit to the date of repayment at the rates established and published by TROPHYLINE; provided, however, that any amount not paid when due hereunder shall bear interest at a rate designated by TROPHYLINE or the maximum interest rate permitted by law of the state where DEALER maintains its business, whichever is lower.  TROPHYLINE may change, suspend or revoke open account credit terms at any time.  If not otherwise stated, interest on all outstanding balances shall accrue and compound monthly at the rate of 1.5%.

 

D. DEALER shall sell, service, store, display and distribute COMPANY GOODS only in the ordinary course of business, or as otherwise may be approved in writing by TROPHYLINE, and solely from its principal place of business and at such other locations which TROPHYLINE has authorized.

 

E. DEALER agrees to all terms and conditions of the program documents established by TROPHYLINE and agrees to execute or acknowledge its acceptance of any Acceptable Use Policy implemented by TROPHYLINE with respect to online access of any TROPHYLINE website, whether designated as the dealer portal, dealer community or otherwise.

 

F. The prices at which DEALER offers COMPANY GOODS for sale to retail customers are to be determined by DEALER at DEALER’s sole discretion.  Any agreement or understanding to the contrary is unauthorized and in conflict with TROPHYLINE’s policies.  DEALER should notify TROPHYLINE in writing of any attempt by anyone to inhibit DEALER’s resale pricing discretion.

 

G. This Agreement does not grant DEALER an exclusive right to sell COMPANY GOODS within any particular geographic area or to any particular customer(s) or type of customer.

 

H. DEALER shall:

1. Actively promote the sale of COMPANY GOODS;

2. Maintain an adequate sales organization, display and inventory, including a fair representative mix of  those COMPANY GOODS DEALER is authorized to purchase, market and sell;

3. Participate in TROPHYLINE’s advertising and sales promotion programs;

4. Attend TROPHYLINE-conducted product, sales, parts and service meetings;

5. Maintain sufficient credit facilities, that will allow DEALER to maintain a representative sample of COMPANY GOODS in order to meet its adequate display and inventory requirements; and

6. Comply with any and all rules, regulations, policies and program guidelines established by TROPHYLINE with respect to the purchase, marketing and sale of COMPANY GOODS, the furnishing of repair and warranty service, including but not limited to timely repairs necessitated by a product recall, service advisory and/or any other aspect of operating a retail location pursuant to this Agreement.

 

I. Orders submitted for COMPANY GOODS purchased by DEALER shall be considered as accepted by TROPHYLINE only when accepted in a writing signed by TROPHYLINE or when delivery has been made to DEALER.  TROPHYLINE may refuse to accept orders or make shipments if satisfactory arrangements for payment have not been made.  Failure to fill all or any part of any order for any reason shall not render TROPHYLINE liable or responsible to DEALER or DEALER’s customer.  Notwithstanding the course of dealing established between DEALER and TROPHYLINE, TROPHYLINE reserves the right to demand payment prior to acceptance of any order made by DEALER. 

 

J. The extent of TROPHYLINE’s warranty requirements arising from the sale by DEALER of COMPANY GOODS will be specifically stated and furnished by TROPHYLINE to DEALER, from time to time.  DEALER agrees to instruct customers as to their warranty rights under the terms of TROPHYLINE’s warranty to the customer.  DEALER shall promptly provide such warranty services without charge to the customer and in accordance with policies and procedures established and/or published by TROPHYLINE.  During the period this Agreement remains in effect, if DEALER repairs or replaces defective parts in fulfillment of the warranty requirements.

 

K. DEALER is an independent contractor.  Under no circumstances shall DEALER, its agents or employees be deemed to be agents, employees or representatives of TROPHYLINE.  DEALER shall not have the authority to incur any indebtedness, bind and/or make any promises or representations on behalf of TROPHYLINE.

 

L. Without prior written notice and without incurring any liability to DEALER, TROPHYLINE reserves the right to: (1) change any or all of its COMPANY GOODS and/or specifications; (2) discontinue or limit the manufacture and/or distribution of any or all COMPANY GOODS covered by this Agreement; and/or (3) make additions to and eliminations from its program documents, price lists and schedules, price bulletins, order forms, terms and discount schedules, warranty requirements and/or any such other documents or materials supplied or made available by TROPHYLINE.

  

M. TROPHYLINE shall not be liable to DEALER for any delay or failure to perform caused by strike or lockout or due to any cause beyond the reasonable control of TROPHYLINE whether the cause of such delay or failure shall arise before or after the acceptance of a purchase order for COMPANY GOODS.  TROPHYLINE shall not be liable for the risk of loss or damage to COMPANY GOODS in transit.

A. Any of the following shall constitute an event of default under this Agreement and shall be conclusively presumed to be just, good and/or due cause for termination of this Agreement under any applicable state or federal law:

1. DEALER’s violation or breach of any of DEALER’s obligations hereunder or of any term, condition, or provision of this Agreement or any amendment hereto;

2. DEALER’s failure to perform or pay when due any indebtedness or responsibility secured by or established in this Agreement, including but not limited to, any indebtedness incurred to acquire COMPANY GOODS;

3. Any warranty, representation or statement made or furnished by DEALER to TROPHYLINE that proves to have been false in any material respect when made or furnished or which becomes untrue as a result of later events;

4. DEALER or its agent or employee makes a derogatory, misleading or deceptive statement, whether in writing or verbal, relating to TROPHYLINE and/or COMPANY GOODS;

5. Loss, theft, substantial damage, destruction, sale or encumbrance to or of any substantial portion of  COMPANY GOODS in DEALER’s possession or the making of any levy, seizure or attachment thereof;

6. DEALER’s death, dissolution, liquidation, insolvency or business failure;

7. DEALER or any of its owners, principals or management commits a crime punishable by a term of imprisonment for six (6) months or more, engages in illegal, unethical, immoral or otherwise improper conduct that, in TROPHYLINE’s sole discretion, may impair DEALER’s ability to effectively carry out its responsibilities under this Agreement or may cause the general public to look unfavorably on DEALER and/or TROPHYLINE, its parent company, subsidiaries and/or affiliates or their officers, directors, employees or customers;

8. The appointment of a receiver of all or any part of the property of DEALER or an assignment for the benefit of creditors by DEALER;

9. DEALER’s sale of COMPANY GOODS from a location other than a BUSINESS LOCATION;

10. Any substantial change in DEALER’s financial condition or means or ability to pay deemed by TROPHYLINE to be adverse;

11. DEALER’s failure to comply with any rule, regulation, policy or program guideline established by TROPHYLINE and amended from time to time; and

12. DEALER's failure to meet TROPHYLINE's requirements with respect to the retail sale of COMPANY GOODS, as determined by TROPHYLINE, including but not limited to TROPHYLINE's requirements for reasonable market penetration based on TROPHYLINE's experience and analysis of other comparable market areas.

 

B. In the event of default by DEALER, TROPHYLINE may, in its sole discretion, elect to take one or more of the following actions:

1. Terminate this Agreement with DEALER immediately by written notice;

2. Declare any and all sums or indebtedness owing to TROPHYLINE by DEALER to be immediately due and payable; and/or

3. Enter upon any of DEALER’s premises and take possession of COMPANY GOODS financed with TROPHYLINE, without notice or demand, and to sell same at public or private sale(s) with or without notice to DEALER.

 

C. DEALER’s violation of any term of this Agreement is grounds for TROPHYLINE to (1) withhold payment for promotional programs, including but not limited to volume incentive rebates; (2) suspend sales of any and all COMPANY GOODS to DEALER and/or (3) terminate this Agreement.  All decisions regarding violations will be made independently by TROPHYLINE, in its sole discretion.

A. This Agreement may be terminated at any time by either party, with or without cause, upon thirty (30) days prior written notice to the other party. 

 

B. Termination shall not affect the rights or responsibilities of any party arising out of transactions occurring before the effective date of the termination, including but not limited to any rights or obligations under any Personal Guaranty given to TROPHYLINE.  If this Agreement is terminated, TROPHYLINE shall be entitled to take the actions set forth in Article IV above, and such other actions as TROPHYLINE deems necessary to protect TROPHYLINE’s interests.

 

C. TROPHYLINE hereby grants to DEALER a license to use, subject to TROPHYLINE’s approval, the trade names, logos and/or trademarks associated with COMPANY GOODS in connection with advertising DEALER’s business at the BUSINESS LOCATIONS.  DEALER expressly agrees not to use any of TROPHYLINE’s trade names and/or brand names as part of its internet website name and agrees not to market any items bearing the trade names, logos and/or trademarks of TROPHYLINE or its brands without the prior written consent of TROPHYLINE.  Upon termination, DEALER shall remove all signs and advertising displays, including but not limited to website advertising bearing TROPHYLINE’s name and its brands, and thereafter DEALER shall cease using the trade names, logos and/or trademarks of TROPHYLINE or its brands in connection with any business conducted by DEALER.

 

D. Notwithstanding anything to the contrary in this Agreement, TROPHYLINE reserves the right to further limit, in its sole discretion, DEALER’s authorized customers, BUSINESS LOCATIONS and geographic area.

 

E. DEALER recognizes and acknowledges that in the performance of its duties under this Agreement, DEALER has and will have access to and acquire confidential proprietary information of TROPHYLINE which will constitute valuable, special, and unique assets of TROPHYLINE. The term "Confidential Proprietary Information" shall mean any and all information disclosed to, or otherwise acquired or observed by DEALER from TROPHYLINE, its affiliated companies, directors, officers, employees, agents and dealers relating to the business of TROPHYLINE, whether communicated in writing, orally, electronically, photographically, in any other recorded media or any other form, including, but not limited to, (i) technical information concerning TROPHYLINE's products and services, including product know-how, ideas, formulas, designs, devices, patterns, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence; (ii) information concerning TROPHYLINE's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (iii) information concerning TROPHYLINE's dealers, including dealer compensation, strengths, weaknesses and skills; information submitted by TROPHYLINE's customers, suppliers, dealers, consultants or co-venture partners with TROPHYLINE for study, evaluation or use; and (iv) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect TROPHYLINE's business and which DEALER has acquired or obtained by virtue of its status as a dealer, or which DEALER may acquire or may have acquired knowledge of during the performance of its obligations under this Agreement. DEALER agrees that it will not, during the term of this Agreement or after the termination of this Agreement (whether such termination is voluntary, involuntary or otherwise), use or disclose TROPHYLINE’s confidential information received or learned by DEALER, except as shall be reasonably necessary in order for DEALER to perform its duties under this Agreement.  Notwithstanding the foregoing, the provisions of this paragraph shall not apply to any information that (i) is or becomes generally available to the public (other than as a result of a direct or indirect disclosure by DEALER), (ii) was available to DEALER on a non-confidential basis prior to its disclosure to DEALER by TROPHYLINE pursuant hereto, (iii) is or becomes available to DEALER on a non-confidential basis from a source (other than TROPHYLINE) which is entitled to disclose it, or (iv) was independently developed by DEALER without reference to or use of or based on TROPHYLINE’s confidential information.

 

F. DEALER shall notify TROPHYLINE of any substantial change in DEALER’s financial condition, business organization, business ownership, or personal condition of DEALER or of any partner, major shareholder, manager and/or key employee.

 

G. DEALER promises to pay without demand all amounts due to TROPHYLINE as they may become due from time to time.  TROPHYLINE shall have the right to off-set and apply any and all payments, credits or properties of DEALER in the possession or control of TROPHYLINE against any and all indebtedness owed by DEALER to TROPHYLINE.

 

H. DEALER shall pay TROPHYLINE all costs and expenses, including attorneys’ fees, incurred by TROPHYLINE in the exercise of any of its rights or remedies hereunder or in the enforcement of any of the terms of this Agreement.

 

I. DEALER agrees to comply with all state and federal laws and regulations with respect to the DEALER’s purchase, marketing and sale of COMPANY GOODS, including acquiring and maintaining a license to sell utility vehicles, if required, and agrees to indemnify and hold TROPHYLINE harmless for and against all liabilities, losses, costs and expenses, including reasonable attorneys’ fees, incurred by TROPHYLINE, as a result of: (1) any alleged violation of any state or federal law, regulation or other illegal or actionable conduct resulting from acts or omissions by DEALER or its agents in connection with the sale, financing and/or repair of COMPANY GOODS; and (2) any breach of any agreement, covenant, representation or warranty made by DEALER.

 

J. All of the rights or responsibilities of TROPHYLINE under this Agreement, either in whole or in part, may be assigned or transferred at any time.  DEALER may not assign any of its rights or responsibilities under this Agreement without the express written consent of TROPHYLINE.

 

K. TROPHYLINE’s failure to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of any provision nor a waiver of TROPHYLINE’s right to thereafter enforce each and every provision of this Agreement.  The waiver of any default or failure to exercise any of the foregoing rights shall not be deemed to be a waiver of any subsequent default nor a waiver of TROPHYLINE’s right to exercise any right herein granted.

 

L. This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio.  If, at the date this Agreement is entered into by TROPHYLINE and DEALER, any other state or federal law applies which directly contradicts any provision of this Agreement, said law shall be deemed a part of this Agreement.  Such law shall not apply to any other provisions of this Agreement not related to the specific provision governed by such state or federal law and shall not render the rest of this Agreement inapplicable or unenforceable.  DEALER hereby consents to the jurisdiction of all courts located either in Portage County or Cuyahoga County, Ohio in the event that litigation concerning any part of the Agreement occurs, and DEALER expressly waives any defense attacking or questioning the jurisdiction of the above courts, whether state or Federal, or the proper venue therein.

 

M. DEALER acknowledges and agrees that any controversy that may arise under this Agreement would involve difficult and complex issues.  Therefore, DEALER and TROPHYLINE agree that any lawsuit growing out of or incidental to any such controversy shall be tried to a court of competent jurisdiction by a judge sitting without a jury.  DEALER expressly waives all right to trial by jury in any action or proceeding instituted in respect to this Agreement.

 

N. In the event that any of the provisions or portions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions hereof, shall not be affected thereby and effect shall be given to the intent manifested by the remaining provisions, or portions hereof, which are held to be enforceable and valid.

 

O. All of the provisions of this Agreement and the program documents shall be read as being applicable to the whole Agreement; no term or provision herein shall be limited in scope in any manner whatsoever.

 

P. Service of all notices under this Agreement shall be complete when delivered to the other party at its respective address set forth above, or at such address as is otherwise provided in writing.  In the event service of notice is undertaken by certified mail, notice shall be deemed complete and effective on the date said certified mail is delivered to the United States Postal Service for mailing.

 

Q. Except for program documents, price lists and schedules, price bulletins, order forms, terms and discount schedules, warranty requirements and related documents, which may be changed periodically from time to time by TROPHYLINE at its sole discretion, this Agreement, its exhibits and addenda contain the entire and only understanding between TROPHYLINE and DEALER and supersede all prior agreements and understandings, both written and verbal, between the parties with respect to the subject matter hereof, and may not be amended or modified except in a writing signed by each party.

 

R. This Agreement may be executed in several counterparts, it being understood that both parties need not sign the same counterpart, all of which shall be deemed to constitute one and the same instrument and shall become effective when fully executed and accepted by TROPHYLINE.  Facsimile and electronic signatures shall be considered as valid and binding as original signatures for all purposes under this Agreement.

 

IN WITNESS WHEREOF, TROPHYLINE and DEALER have executed this Agreement by and/or through their duly authorized representative(s) as of the date first above written.

This Trophyline Authorized Retailer Policy (“Retailer Policy”) is issued by Trophyline and applies to Authorized Retailers of Trophyline products (“Product(s)”) in the United States of America. By purchasing Products from Trophyline for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current dealer agreement between you and Trophyline.  Until such status is otherwise revoked by Trophyline, in Trophyline’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder. Trophyline may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of Products.

 

1. Authorized Customers.  Retailer is authorized to sell Products to End Users.  An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.  Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products.  Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  Retailer shall not sell, ship, invoice, or promote the Products outside the United States of America without Trophyline’s prior written consent.

 

2. Online Sales
Retailer is permitted to offer for sale and sell Products through Permissible Public Websites in accordance with this Policy. 

A “Permissible Public Website” is a website or mobile application that:

i. is operated and controlled by Retailer in Retailer’s legal name or registered fictitious name;

ii. is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Google Shopping, etc.);

iii. conspicuously states Retailer’s legal name, mailing address, telephone number, and email address;

iv. does not give the appearance that it is operated by Trophyline or any third party; and

v. is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as Trophyline may amend from time to time.

B. Retailer shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, sales as a third-party seller on Amazon, eBay, Jet, Walmart Marketplace, or Google Shopping), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Trophyline. Trophyline reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination.  The terms of this Retailer Policy supersede any prior agreement between Trophyline and Retailer regarding the online sale of Products.
 

C. Products sold outside of the United States may have different warning label requirements, user manuals, warranties, and/or legally mandated technical specifications from those sold within the United States.  For these reasons, Retailer shall not sell, ship, invoice, or promote Products outside the United States of America or its territories.
 

 

3. Sales Practices. 

A. Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Advertising campaigns (including e-mail marketing) must clearly identify the name of Retailer’s business and must eliminate any possible confusion as to whether the message is provided by Retailer or Trophyline.  It is a violation of this Policy to create communications that could be interpreted as coming directly from Trophyline.
 

B. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Trophyline.  Retailer may not indicate that any warranty given to the End User in connection with a Product is any different from the standard Trophyline warranty that may accompany the Product.
 

C. Retailer shall comply with any and all applicable laws, rules, regulations, and policies (i) applicable to Retailer’s business or (ii) related to the advertising, sale, and marketing of the Products. 
 

D. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Trophyline.
 

 

4. Product Care, Customer Service, and Other Quality Controls.
 

A. Retailer shall comply with all instructions provided by Trophyline regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels.  Retailer shall store Products in a cool, dry place, away from direct sunlight.

B. Retailer shall sell Products in their original packaging.  Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), the bundling of Products with other branded products, and other alterations to Products or their packaging are not permitted.  Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.  Retailer shall not alter Products.

C. Retailer shall not represent, sell or advertise any Product as “new” that has been returned opened or repackaged.

D. Promptly upon receipt of the Products, Retailer shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”).  If any Defect is identified, Retailer must not offer the Product for sale and must promptly report the Defect to Trophyline.

E. Retailer shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy.  Retailer must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.

F. Retailer shall cooperate with Trophyline with respect to any Product tracking systems that may be implemented from time to time.

G. Retailer shall cooperate with Trophyline with respect to any Product recall or other consumer safety information dissemination efforts.

H. Retailer shall report to Trophyline any customer complaint or adverse claim regarding the Products of which it becomes aware.  Retailer shall assist Trophyline in investigating any such complaints or adverse claims.

I. Retailer shall cooperate with Trophyline in the investigation and resolution of any quality or customer service issues related to Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
 

 

5. Intellectual Property.  Retailer acknowledges and agrees that Trophyline owns all proprietary rights in and to the Trophyline brand, name, logos, trademarks, service marks, trade dress, copyrights (including copyrighted images), and other intellectual property related to the Products (the “Trophyline IP”).  Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Trophyline IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease upon termination of Retailer’s status as an Authorized Retailer.  All goodwill arising from Retailer’s use of the Trophyline IP shall inure solely to the benefit of Trophyline.  Retailer’s use of the Trophyline IP shall be in accordance with any guidelines that may be provided by Trophyline from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use.  Trophyline reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Trophyline IP at any time, without limitation.  Retailer shall not create, register, or use any domain name or any mobile application that contains any Trophyline product name or any trademark owned by Trophyline, nor a misspelling or confusingly similar variation of any Trophyline product name or any trademark owned by Trophyline.
 

 

6. Termination.  In addition to any termination rights under the Dealer Agreement, if Retailer violates this Retailer Policy, Trophyline reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice.  Upon termination of a Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Trophyline Products or has any affiliation whatsoever with Trophyline; and (iii) using all Trophyline IP.
 

 

7. Modification.  Trophyline reserves the right to update, amend, or modify this Retailer Policy with written or electronic notice.  Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Trophyline IP, or use of any other information or materials provided by Trophyline to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments.
 

 

8. Confidentiality.  This Retailer Policy, and its attachments, if any, constitute confidential, proprietary information of Trophyline and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Trophyline.

Retailer’s approval to sell Trophyline Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

 

1. The Permissible Public Websites must not give the appearance that they are operated by Trophyline or any third party.

 

2. Anonymous sales are prohibited.  Domain names (web addresses, URL’s, etc.) of any online retail store must match the name of the Retailer’s physical retail store as close as reasonably possible. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and Retailer’s name and contact information must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email delivered at the time of purchase. The use of Trophyline or other related brand names and registered trademarks (including misspellings, abbreviations, etc.), in domain names is strictly prohibited.

 

 3. At Trophyline’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.

 

4. The Permissible Public Websites must post prominently the following information:

- Retailer’s return policy
- Retailer’s shipping policy
- The shipping/handling/freight charges that will be charged to the customer
- Access to Product warranty information (as applicable)
- Information on how to obtain after-sale service/warranty repairs; and
- Full contact name, address and telephone number of the applicable sales and service personnel.

 

5. The Permissible Public Websites shall have a mechanism for receiving customer feedback and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner.  Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) to Trophyline for review upon request.  Retailer agrees to cooperate with Trophyline in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews.  Retailer shall maintain all records related to customer feedback for a period of one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to Trophyline.

 

6. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

 

7. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

 

8. Unless separately authorized by Trophyline in writing, Retailer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products.  Under no circumstances shall Retailer fulfill orders in any way that results in the shipped Product coming from stock other than Retailer’s.

 

9. Retailer is responsible to ensure proper packaging, handling, labeling, and shipping of the Products, including applicable country of origin information. All order fulfillment must be shipped in packaging that can withstand the rigors of the carrier or freight handling company.

 

10. In marketing the Products on the Permissible Public Websites, Retailer shall only use images of Products either supplied by or authorized by Trophyline and shall keep all Product images and descriptions up to date.  Retailer shall not advertise Products not carried in inventory.

 

11. Trophyline reserves the right to require Retailer to adhere and agree to additional terms relating to the quality and sale of Products through the Permissible Public Websites.

TROPHYLINE (“Trophyline”), has unilaterally adopted this Minimum Advertised Pricing Policy (“MAP Policy”), effective November 15, 2021 (the “Effective Date”), applicable to its United States retailers’ (“Retailers”) advertising of certain Trophyline branded products online and in other forms as described below.

 

1. This MAP Policy was adopted to: (a) maintain the brand image of high-quality Trophyline branded products sold by Trophyline and its various Retailers; (b) maintain the distribution strategy of Trophyline branded products; (c) promote Trophyline’s and its Retailers’ substantial investment in Trophyline branded product development, innovation, and excellent customer service; and (d) encourage Retailers to make tangible and intangible investments in the Trophyline brand.

 

2. This MAP Policy applies only to the advertised prices for certain Trophyline branded products that Trophyline specifies as covered by the MAP Policy (the “MAP Products”). A current list of the MAP Products, Minimum Advertised prices (“MAP”) along with a calendar of promotional periods is maintained by Trophyline. Trophyline may delete, add to, or modify the MAP Products, MAP, and the promotional periods in its sole discretion.

 

3. This MAP Policy does not prohibit a Retailer from selling any Trophyline branded products, including the MAP Products, to a retail customer at any price it chooses.

 

4. This MAP Policy is applicable only to Advertised Prices (as defined below) for the MAP Products.  This MAP Policy also applies to any activity that Trophyline determines is designed or intended to circumvent the intent of this MAP Policy (e.g., solicitations for “bundled purchases” or “group purchases”).

a. “Advertised Prices” for MAP Products include any of the following:

i. The price shown on a web browser search, customer home page, content on a webpage within the Retailer’s site or domain, or, if the Retailer is otherwise authorized by Trophyline to conduct e-commerce through third party sites or domains, the content on those third-party sites or domains.

ii. The price listed by the Retailer in broadcast e-mails.

iii. The price listed by the Retailer in advertisements placed on any internet site, including destination pages and third-party sites such as portal sites, natural or paid search engine listings, social media sites (including, but not limited to: Twitter, Instagram, LinkedIn, and Facebook) apps, shopping sites (including pay-per-click or banner ads) or any other similar electronic media.

iv. The price listed by a Retailer in a print catalogue or print advertising, such as circulars, flyers, newspaper or magazine ads, or classified ads.

v. The price listed, shown, or announced in any forms of media, including, but not limited to, those mentioned above, posters, coupons, mailers, inserts, public signage, or apps for electronic devices.

vi. The price shown on website features such as “click for price,” automated “bounce-back pricing emails,” preformatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features considered to be communications initiated by the Retailer instead of the retail customer.

b. “Advertised Price” for a MAP Product does not include:

i. The price a Retailer’s customer receives in response to a “Call for Price,” “E-mail for a price,” or “See checkout for price” feature on a website, so long as no price is listed before the retail customer makes such a request.

ii. Any “in-cart” pricing on a website.

iii. The price listed on any in-store advertisements or banners that are displayed and/or located solely on the Retailer’s premises.

iv. General advertisements claiming the Retailer has “the lowest prices” or will “match or beat” its competitors’ prices, or other similar phrases, so long as the Retailer does not advertise any price below the MAP Pricing or otherwise violate this MAP Policy.

c. An Advertised Price is considered listed, shown, displayed, or announced in any medium if it can be reasonably determined from information disclosed in that medium (including from directions on where to locate additional information about the price, unless such additional information is specifically allowed by this Policy).

 

5. To comply with this MAP Policy, Retailers may not advertise or otherwise promote MAP Products through a net Advertised Price lower than the MAP set by Trophyline or advertise a MAP Product with a pricing related phrase which would lead a reasonable retail customer to believe that the advertised price for a MAP Product is below MAP. For the purposes of this MAP Policy, “net Advertised Price” means the listed, shown, displayed, or announced (collectively, the “listed”) Advertised Price reduced by the value of any associated discount, coupon, or allowance shown or announced in an advertisement specifically applicable to a MAP Product. 

a. The following provides guidance when determining net Advertised Price:

i. The offering of credits, gift cards or rebates contingent on the purchase of any MAP Product is considered an associated discount and must be subtracted from the disclosed Advertised Price to determine the net Advertised Price.

ii. Product discounts, including an internet discount, or any other similar discount is specifically associated with the MAP Product and advertised on the dedicated product page of a MAP Product(s), is considered an associated discount that must be subtracted from the listed price to determine the MAP Product’s net Advertised Price.

b. “Bundling” or advertising MAP Products for sale, together with non-MAP products, will violate this MAP Policy if the stated advertised price of the bundled products results in (a) any net Advertised Price of a MAP Product to be less than the applicable MAP or (b) otherwise violates the letter or spirit of the MAP Policy. 

c. From time to time, Trophyline may offer rebates to customers as part of a promotional period.  The Retailer will not violate this MAP Policy if it advertises the availability of such rebate during the specified period.

d. Advertising MAP Products in any storewide or sitewide discounts, coupons or similar promotions is permitted provided the promotion is not designed or intended to focus on the MAP Product(s) and generally applies storewide without significant exclusions. 

e. Trophyline will not enforce violations of this MAP Policy if the net Advertised Price for a MAP Product is within $0.99 of its MAP.  

 

6. If a Retailer violates this MAP Policy, Trophyline, in its sole discretion, may impose one or more of the following consequences:

a. Loss of the Retailer’s eligibility to receive promotional and/or program support, including some or all of sales incentives, discounts, and rebates; and/or

b. Termination of the Retailer’s status as an authorized Retailer of Trophyline branded products.  In the event Trophyline terminates its relationship with a Retailer as a result of MAP Policy violations, the decision to resume the relationship with that Retailer will be at the sole discretion of TROPHYLINE. TROPHYLINE does not ask for, nor will it accept, any assurances of future compliance with this MAP Policy as a condition for reinstatement.

 

7. Any violations of this MAP Policy will be determined at the sole discretion of TROPHYLINE. Upon written notification by TROPHYLINE of a violation of this MAP Policy, the Retailer has five (5) business days to remedy the violation before the next violation is incurred.

 

8. TROPHYLINE has adopted this MAP Policy unilaterally and neither seeks nor accepts any input, confirmation, or assurance by its Retailers of compliance with this MAP Policy. TROPHYLINE will not discuss or negotiate any of the terms of this MAP Policy or its administration of the MAP Policy. Nothing in this MAP Policy shall constitute an agreement between TROPHYLINE and any of its Retailers concerning compliance with this MAP Policy. All matters of interpretation and application of the terms of this MAP Policy shall remain within the sole, unilateral authority of TROPHYLINE.

 

9. Trophyline employees, sales representatives, and any other perceived representatives are not authorized to engage in any discussion with Retailers about this MAP Policy and Trophyline does not solicit or encourage information or reports of violations of this MAP Policy. Retailers are instructed to not discuss or otherwise engage with any Trophyline employee, sales representative or other Trophyline representative about this Policy, its application or enforcement. If you have any questions or inquiries about this MAP Policy, please direct them in writing to Accounting@Trophyline.com.

 

10. This MAP Policy will be enforced by Trophyline in its sole discretion, and without notice. Retailers have no right to enforce the MAP Policy on Trophyline’s behalf. Violations of this MAP Policy may result in any of the sanctions set forth above, including termination of our business relationship, and Trophyline seeking available remedies at law.

 

11. If a specific state or U.S. territory has enacted a law that prohibits the applicability of one or more specific provisions in this MAP Policy, then those specific prohibited provisions will not be applicable within that state or territory. This limitation, however, shall not: (a) apply outside the applicable state or territory, or (b) render any other provision of the MAP Policy inapplicable.

 

12. Trophyline has the sole discretion to suspend or cancel the MAP Policy and may do so with or without any notice at any time. Trophyline reserves the right at any time to: (a) change the MAP Pricing of any MAP Products; (b) change the terms and conditions of this MAP Policy; and (c) add or remove MAP Products from inclusion within this MAP Policy.

 

13. This MAP Policy also applies to any activity which Trophyline determines, in its sole discretion, is designed to or intended to circumvent the intent of this MAP Policy.

 

This MAP Policy will be effective beginning on the Effective Date.

Thank you for your interest in Trophyline. This form must be completed, signed, and returned to get your company entered into our system. The completed and accepted document shall govern all sales to you for Trophyline products/services on terms and conditions as stated below. No sales/marketing representatives are authorized to amend or change the terms or sale or other terms and conditions. If you are applying for credit, please complete the section below or upload (3) trade references for review. Thank you for your assistance.

ALL PURCHASES BY PURCHASER FROM TROPHYLINE SHALL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

 

1. All disputes on billing and/or product must be reported to a representative of Trophyline credit department within 10 days of the receipt of the invoice.

2. Applicant(s) understand(s) and agree(s) Applicants shall be held responsible for all actual collection fees and costs, all actual litigation costs, and all actual attorney's fees in connection with the collection or litigation of any actual delinquent amount owed by the Applicant(s) to Seller were allowed by law. Any disputes will be governed by laws in the

3. Conditions for freight shall be F.O.B seller's dock(s) unless otherwise noted and approved by seller.

4. No items will be accepted for return without prior approval and are subject to a restocking fee of 15% at the discretion of the seller.

5. Should credit be extended, and invoices remain unpaid past the due date, Trophyline reserves the right to assess service charges of 1.5% per month or the maximum amount allowed by law.

 

The applicant certifies that the information provided on this customer information form is correct, accurate, and complete. Applicants also certifies that they are solvent and able to pay for all products and services provided to them by the seller. Applicant understands the seller will rely on the information for the extension of credit, if credit is requests, and that the Seller is authorized to run credit reports as may be required to extend credit to the applicant.

IN WITNESS WHEREOF, TROPHYLINE and DEALER have executed this Agreement by and/or through their duly authorized representative(s) as of the date first above written.