--- Terms & Conditions ---
Order Quantities & Bulk Discounts
Minimum order quantity is 20 units.
| Qty. |
Discount |
| 20-29 |
0% |
| 30-49 |
6% |
| 50-99 |
8% |
| 100+ |
10% |
1.0 New Account
1.1 To be considered a Keyway Designs account, the dealer must:
(a) Get the approval of the Area Sales Representative AND the Sales Manager.
(b) Complete and sign this Wholesale Dealer Agreement & Credit Application Form.
2.0 Dealership
2.1 All Keyway Designs’ products are to be sold at authorized dealerships and their approved locations ONLY, with ALL products being sold to end users.
2.2 Keyway Designs’ products are not to be sold via catalog, mail order, or the Internet without prior written approval from Keyway Designs Sales Management.
2.3 This Agreement is non-transferable. In the event of any changes to the entity of the
Dealership, the new entity must re-sign this Agreement with Keyway Designs.
2.4 This agreement, together with its amendments is subject to change from time to time when Keyway Designs deems it necessary. Keyway Designs shall notify the Dealer, although not mandatory, of such changes at least 30 days in advance.
2.5 Keyway Designs shall have the right at any time to introduce new products, discontinue the manufacture or sale of any existing products without incurring any obligation or liability whatsoever. Keyway Designs shall notify the Dealer, although not mandatory, of such changes at least 30 days in advance.
2.6 The Dealer shall carefully store and care for all products for which the Dealer is indebted to
Keyway Designs and protect them from damage or loss from any cause. The Dealer shall be responsible for maintaining insurance of such said products until the total product purchasing sum is fully paid to Keyway Designs or the products are returned to the warehouse of Keyway Designs.
3.0 Ordering
3.1 Order changes not regarding an account in the Restock Program must be made at least 1 week before the scheduled ship date or Keyway Designs will not be able to accommodate the change. At Keyway Designs, we build many of our products to order and therefore cannot accept last minute order changes.
3.2 At the time of order, Keyway Designs may provide estimated shipping cost for reference purposes only. Keyway Designs shall post the actual cost at the time of shipping as per shipping carrier’s actual charge amount. Keyway Designs may use a different shipping carrier of the same delivery type without notice if Keyway Designs deems it economically beneficial for the Dealer.
4.0 Payment Terms
4.1 All terms and credit limits are set by the Keyway Designs Credit Manager.
4.2 Keyway Designs orders are issued with Net-30 Day terms, upon credit approval, from the date of shipment. Accounts not paid in this time frame will be subject to a 1.5% interest rate per month and future orders will be issued on a C.O.D. basis until the account is current. The Dealer hereby agrees to pay all costs of collection or legal fees should such action be necessary due to non-payment. The above information is willingly supplied and Keyway Designs is authorized to contact the above Trade References in order to establish the creditworthiness of the above named Dealer. Should credit be granted by Keyway Designs, all decisions with respect to the extension or continuation of credit shall be in the sole discretion of Keyway Designs. Keyway Designs may terminate any credit availability within its sole discretion.
5.0 Shipping
5.1 Keyway Designs reserves the right to ship orders up to 10 days before or after the requested ship date.
5.2 All prices are F.O.B. Toronto, ON CANADA, and do not include transportation costs, or applicable taxes which shall be borne by the Dealer. An amount equal to the appropriate taxes will be added to the invoice by Keyway Designs where Keyway Designs has the legal obligation to collect such taxes unless the Dealer provides Keyway Designs with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.0 Returns/Refusals
6.1 Keyway Designs does not accept returns for any reasons other than warranty. Any dealer refusing an order will be held responsible for return shipping costs and will be issued a 15% restocking fee. Any future orders will be placed on hold pending the payment of the refused order's restocking fee. Dealership and Credit may be revoked due to any shipment refusal.
7.0 Claims
7.1 Keyway Designs must receive all claims for short shipping in writing within 10 days of receiving said shipment.
7.2 Claims for product damaged during shipment must be made directly to the carrier.
7.3 Keyway Designs will not accept chargebacks for handling, administration fees, service fees, or penalties for "PO Violations" or "Shipping Errors".
8.0 Warranty
8.1 The Dealer shall extend Keyway Designs applicable standard product warranty to its customer effective the time of retail sale. The Dealer understands that no other warranty is expressed or implied.
9.0 Termination
9.1 Unless otherwise provided by applicable law, either party may terminate this agreement without cause and for any reason, upon a written notice given to the other party no less than 30 days in advance. Upon termination for any reason, all amounts owed to Keyway Designs shall become immediately due and payable, and the Dealer shall immediately cease to use all Keyway Designs names and trademarks, and shall no long proclaim itself as a distributor or a dealer of Keyway Designs.
10. Trademarks and Property Rights
10.1 The Dealer is licensed to use Keyway Designs’ name and trademarks in the normal course of distributing Keyway Designs’ products and performing related services under this agreement. The Dealer agrees not to use Keyway Designs’ name and trademarks as part of the Dealer’s name or in any manner including but not limited to internet domain registration, web page composition, etc., which would misrepresent the relationship between the Dealer and Keyway Designs. The Dealer may represent itself as an “authorized dealer” of Keyway Designs, and, with prior approval of Keyway Designs, may use Keyway Designs’ name, logo, and trademarks on its websites, signs or other advertising/promotional materials. The Dealer’s license to use Keyway Designs’ name and trademarks is limited to the aid of the marketing and sales of Keyway Designs’ products and is prohibited for any other use, and the Dealer shall abide by restrictions and limitations imposed by Keyway Designs from time to time. Upon termination of this agreement, the Dealer shall immediately cease representing itself as a distributor or a dealer of Keyway Designs, and shall cease use of all Keyway Designs names and trademarks and any signs or other materials, of whatever nature.
10.2 The Dealer may also use product literatures/images for normal marketing use, provided that the Dealer acknowledges the copyright of Keyway Designs and uses the literatures and images in its entirety with no modifications, retouches or alterations of any kind that may cause misunderstandings and misinterpretations.
11.0 Rights of Keyway Designs
11.1 Keyway Designs has the rights to modify and to interpret this agreement. Keyway Designs has the rights to re-evaluate the performance and validity of the Dealer’s dealership annually, semi-annually or at any given time, and change the status of the Dealership accordingly.
11.2 Keyway Designs has the rights to change the design of any products or part thereof at any time without notice to the Dealer.
11.3 Keyway Designs has the rights to change the price of any of its products from those shown by its present price list. In the event of price change, Keyway Designs shall, although not obligated to, inform the Dealer of such changes at least 15 days in advance.