BILTWELL INC. US DEALER TERMS AND CONDITIONS

Biltwell Motorcycle Corp. (“Biltwell”) hereby adopts this Resale Policy (this “Policy”) and requires that each person, firm or entity (as applicable, a “Dealer”) that purchases Biltwell’s products (the “Products”) for resale or other distribution agree to comply with this Policy.

Any Dealer that fails to comply with this Policy will be deemed an unauthorized Dealer of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use Biltwell’s intellectual property, including any of its trademarks or copyrights, or (iii) offer Biltwell’s consumer warranty applicable to any of the Products.

 

1. APPLICABILITY

This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Biltwell, through an authorized distributor, or some other procurement method, a Dealer must comply with the terms of this Policy.

 

2. BILTWELL DEALERS

To qualify for this distinction by submitting a completed and signed Dealer Application, a completed and signed Licensing Agreement, and a copy of the business license, along with 3 interior photos of the retail location, and 3 exterior photos of the store front. A minimum initial stocking order of $500 is also required to be approved as a Biltwell dealer.

 

3. DEALER PRICING

All Biltwell Dealers receive the same dealer pricing. Biltwell does not offer multiple price levels based off of volume and/or shop size. The only time that Biltwell offers any discounts below standard dealer pricing is in the event of a product being discontinued or on special.

 

4. THIRD-PARTY ONLINE SALES

Biltwell Dealers may only advertise for and sell Biltwell Product on websites which are owned, operated, and controlled by the Biltwell Dealer. Any advertising and sales for Biltwell Product on any third-party website, including, but not limited to Amazon.com, eBay.com, WalMart.com, Sears.com and other similar websites, is strictly prohibited.

 

5. SALES TO END USERS ONLY

Unless otherwise agreed with Biltwell in writing, Dealer may only purchase Products for resale to consumers and end user customers, and Dealer may not resell Products to other Dealers, distributors or for further distribution in any manner.

 

6. HANDLING AND STORAGE

Dealer will ensure that any Products it purchased are stored in secure, climate-controlled warehouses.

 

7. PRODUCT PACKAGING AND DISPLAY

Dealer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Dealer may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Dealer shall not advertise, market, display, or demonstrate non-Biltwell Products together with the Products in a manner that would create the impression that the non-Biltwell Products are made by, endorsed by, or associated with Biltwell.

 

8. TRADEMARKS; COPYRIGHTS

Dealers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Biltwell’s trademarks and copyrights in connection with the sale of the Products. Dealer shall not alter, modify, or change any trademark or copyright, nor shall Dealer use any trademark or copyright other than for the promotion and sale of the Products, nor shall Dealer use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Biltwell. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Biltwell reserves the right to revoke this license at any time for any or no reason.

 

9. LOCATIONS / REPORTING

Dealer agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Biltwell’s request, Dealer will provide Biltwell with (a) a list of all storage locations utilized by Dealer, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Biltwell to perform an inventory to confirm the amounts and locations of Products at Dealer’s stated locations.

 

10. PRODUCT INSPECTION

Promptly upon receipt of the Products, Dealer agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Dealer must not offer the Product for sale and must promptly report the Defect to Biltwell.

 

11. RECALL AND CONSUMER SAFETY

To ensure the safety and well-being of the end users of the Products, Dealer agrees to cooperate with Biltwell with respect to any Product recall or other consumer safety information dissemination efforts.

 

12. CUSTOMER SERVICE

Dealer will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Biltwell’s request, Dealer will provide any reports or other information related to such customer services.

 

13. REPORT UNAUTHORIZED DEALERS

If Dealer has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Biltwell or in violation of this Policy, Dealer must promptly notify Biltwell.

 

14. SHIPPING

Biltwell offers free domestic freight via UPS on all orders for $250 or more in Biltwell product at dealer pricing. Dealers are liable for 100% of shipping charges on all orders under $250. Orders placed by 1:00 PM PST typically ship out same day via UPS.

 

15. DROP SHIPPING

All orders placed by a Biltwell dealer must ship directly to the dealer’s physical address. Biltwell will not ship direct to a retail customer or other entity on behalf of an authorized Biltwell dealer.

 

16. MAP POLICY

The suggested retail price determined by Biltwell is based on healthy profit margins for every party in the sales chain. Biltwell aggressively promotes and protects retail prices to stabilize and maintain the perceived value of the product line, and we ask that all authorized dealers to do the same. Dealers caught selling under the MSRP listed in Biltwell current price sheets will be susceptible to account closure without notice.

 

17. WARRANTY

Biltwell motorcycle parts and accessories are warranted against defects in materials and workmanship for two years from date of purchase. This warranty does not include failure due to improper assembly by the end user, normal wear and tear, or general neglect. Surface finish imperfections and/or surface degradation due to aging and weather are not covered by this warranty. Dealer may extend to any proper purchaser of the Products the original manufacturer’s warranty in accordance with its terms. Dealer may not modify or alter the original manufacturer’s warranty, represent or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Dealer’s right to offer Biltwell’s consumer warranty.

 

18. PAYMENT:

Authorized Biltwell Dealers may make payment for merchandise in the following manner:

• Credit card — Visa, Mastercard, Discover or American Express. Customer must provide name on card, billing address, billing contact phone number and e-mail address, credit card number, expiration date, and security code.
• PayPal — Customer must reference the invoice number in the comments box when paying via PayPal. Our account is under info@ biltwellinc.com

*** Orders must be paid within 5 business days of invoice receipt. Any orders not paid within this time frame will be canceled.***

 

19. OTHER INFORMATION, DOCUMENTS AND REPORTS

Dealer must provide Biltwell with any supplemental information, documents and reports that Biltwell may request in order to validate Dealer’s compliance with this Policy and to support Biltwell’s warranty support and customer support obligations and initiatives.