HAYWARD INDUSTRIES, INC. AUTHORIZED RESELLER POLICY
EFFECTIVE DATE: JANUARY 1, 2021
This Hayward Industries, Inc. Authorized Reseller Policy (“Reseller Policy”) is issued by Hayward Industries, Inc. (“Hayward”) and applies to Authorized Resellers of Hayward-branded products and their parts (“Product(s)”) in the United States of America. By purchasing Products from an Authorized Hayward Distributor or Hayward for retail sale, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Hayward in Hayward’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. Hayward may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any investigation related to the sale of the Products.
1. Authorized Customers. Reseller is authorized to sell Products to End Users only. 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 either individually or in an installed state. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Hayward’s prior written consent.
2. Online Sales. Reseller shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum without the prior written consent of Hayward, granted through execution by Hayward of the Hayward Industries, Inc. Authorized Online Reseller Agreement.
3. Sales Practices. Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Hayward. Reseller shall comply with any and all laws, rules, regulations, and policies (a) applicable to Distributor’s business and (b) related to the marketing and sale of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Hayward or the Products.
4. Warranty. Reseller understands and agrees that, subject to applicable law, any Products purchased by Reseller from an unauthorized distributor or an unauthorized reseller will void any warranties applicable to such Products.
5. Product Care, Customer Service, and Other Quality Controls.
(a) Reseller shall comply with all instructions provided by Hayward regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels and other instructions that may be distributed by Hayward from time to time. Reseller shall store Products in a cool, dry place, away from direct sunlight. Hayward heaters may not be stacked more than three units high. Further, Reseller shall use best efforts to use the First In, First Out (FIFO) inventory shipment method to preserve the integrity of the Products.
(b) Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not tamper with, deface, translate, or otherwise alter any literature, serial number, UPC code, or other identifying information on or accompanying Products or their packaging.
(c) Reseller shall not represent or advertise any Product as “new” that has been returned open or repackaged.
(d) Promptly upon receipt of the Products, Reseller 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, Reseller must not offer the Product for sale and must promptly report the Defect to Hayward at email@example.com.
(e) Reseller 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. Reseller 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) Reseller shall cooperate with Hayward with respect to any Product tracking systems that may be implemented from time to time.
(g) Reseller shall cooperate with Hayward with respect to any Product recall or other consumer safety information dissemination efforts.
(h) Reseller shall report to Hayward any customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Hayward in investigating any such complaints or adverse claims.
(i) Reseller shall cooperate with Hayward in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
6. Intellectual Property. Reseller acknowledges and agrees that Hayward owns all proprietary rights in and to the Hayward brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Hayward IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Hayward IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Hayward IP shall inure solely to the benefit of Hayward. Reseller’s use of the Hayward IP shall be in accordance with any brand guidelines that may be provided by Hayward from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Hayward reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Hayward IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any Hayward product name or any trademark owned by Hayward, nor a misspelling or confusingly similar variation of any Hayward product name or any trademark owned by Hayward.
7. Termination. If Reseller violates this Reseller Policy, Hayward reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Hayward Products or has any affiliation whatsoever with Hayward; and (iii) using all Hayward IP.
8. Modification. Hayward reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Hayward IP, or use of any other information or materials provided by Hayward to Reseller will be deemed Reseller’s acceptance of the amendments.
9. Confidentiality. This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Hayward 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 Hayward.