Winsome Trading Inc. Authorized Reseller Policy
For purposes of this Winsome Trading Inc. Authorized Reseller Policy (the "Reseller Policy"), "manufacturer" refers to Winsome Trading Inc., the manufacturer and exclusive United States distributor of Winsome Wood branded products. This Reseller Policy applies to Authorized Resellers of Winsome Wood products (the "Products") in the United States of America. By signing below and purchasing Products from Winsome Trading Inc. for retail sale, you ("Reseller," "you," or "your") acknowledge you have read, understood, and agreed to adhere to the following Reseller Policy. Please read this Reseller Policy carefully. Until such status is otherwise revoked by Winsome Trading Inc., Resellers shall be considered "Authorized Resellers" hereunder. Any reference in this Agreement to you, the undersigned, or Seller, shall also include any affiliate, subsidiary, parent, successor, or assign, of you, the undersigned, or Seller, or any person or entity controlled by or in control of any of the foregoing. This Reseller Policy is effective as of March 1, 2026.
In addition to all other available remedies, if Reseller violates this Reseller Policy, Winsome Trading Inc. reserves the right to terminate Reseller's status as an Authorized Reseller.
1. Manner of Sale
Reseller shall sell the Products only as set forth herein. Otherwise, the Products will not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Winsome Trading Inc.'s Product warranties and other additional services and/or benefits.
(a) Authorized Customers. Reseller shall sell Products solely to end users of the Products. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Winsome Trading Inc. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person Reseller knows or has reason to know intends to re-sell the Products.
(b) Geographic Location of Sales. Reseller shall not sell, ship or invoice Products to customers outside of the United States of America or to anyone Reseller knows or has reason to know intends to ship the Products outside of the United States of America without the prior written consent of Winsome Trading Inc.
(c) Online Sales. Reseller shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Winsome Trading Inc., which is granted solely through execution by Winsome Trading Inc. of the Winsome Trading Inc. Authorized Online Seller Agreement. Execution by Winsome Trading Inc. of the Authorized Online Seller Agreement constitutes the only means of providing consent to sell the Products online on publicly accessible websites. No Winsome Trading Inc. employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
(d) Sales Practices and Inventory. Reseller shall conduct its business in a reasonable and ethical manner at all times, whether engaged in sale of Winsome Wood Products or other products, and will not engage in any deceptive, misleading or unethical practices or advertising at any time, and will not make any warranties or representations concerning Products except as expressed or authorized by Winsome Trading Inc. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. Further, Reseller shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
(e) Product Packaging and Display. 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. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Winsome Wood products together with the Products in a manner that would create the impression that the non-Winsome Wood products are made by, endorsed by, or associated with Winsome Trading Inc.
(f) Customer Service. Reseller and Reseller's sales personnel shall familiarize themselves with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Reseller must make itself 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. Reseller and Reseller's agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Winsome Trading Inc. Reseller agrees to cooperate fully with Winsome Trading Inc. in any investigation or evaluation of such matters.
2. Product Care and Quality Controls
Reseller shall care for the Products as set forth herein.
(a) Product Storage and Handling. Reseller shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Winsome Trading Inc. from time to time.
(b) Product Inspection. Promptly upon receipt of the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, "Defects"). Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Reseller shall not sell any Products that are expired. If any Defect is identified, Reseller must not offer the Product for sale, and must promptly report the Defect to Winsome Trading Inc. at claimsinbox@winsomewood.com.
(c) Recall and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Reseller shall cooperate with Winsome Trading Inc. with respect to any Product recall or other consumer safety information dissemination effort.
3. Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY WINSOME TRADING INC. CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE "STATEMENT OF WARRANTY"), ALL WINSOME WOOD PRODUCTS ARE SOLD ON AN "AS IS" BASIS AND WINSOME TRADING INC. MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE OR KIND REGARDING THE PRODUCTS. WINSOME TRADING INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. WINSOME TRADING INC.'S SOLE OBLIGATION AND LIABILITY IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPAIR OR REPLACE THE RELEVANT PRODUCT AT ITS COST. WINSOME TRADING INC. SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
4. Intellectual Property
(a) Grant of License. Reseller acknowledges and agrees that Winsome Trading Inc. is the exclusive United States licensee of the Winsome Wood brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the "Winsome Trading Inc. Trademarks"). Reseller is granted a limited, non-exclusive, non-transferable, revocable sublicense to use the Winsome Trading Inc. Trademarks solely for purposes of advertising that Reseller is authorized by the brand owner and Winsome Trading Inc. to sell the Products, and to display the Winsome Trading Inc. Trademarks in connection with the advertising and sale of the Products.
(b) Limit of Grant. Winsome Trading Inc. reserves all other rights granted to it as the exclusive licensee of the Winsome Trading Inc. Trademarks. The sublicense rights granted in this Policy do not include the right of Reseller to register or use the Winsome Trading Inc. Trademarks as or within domain names or to use the Winsome Trading Inc. Trademarks in Reseller trade names, corporate names, or business names. Reseller recognizes that Winsome Trading Inc. has the exclusive right to all Winsome Trading Inc. Trademarks used by Winsome Trading Inc. to identify its Products in the United States, and Reseller agrees that it will not claim any right, title, or interest therein. Nothing herein shall be construed to give Reseller any right, title to, or interest in the Winsome Trading Inc. Trademarks.
(c) Termination of Sublicense. This sublicense will cease upon termination of Reseller's status as an Authorized Reseller or in the event Reseller breaches any quality requirements set forth by Winsome Trading Inc.
(d) Trademark Quality Control. Winsome Trading Inc. reserves the right to review and approve, in its sole discretion, Reseller's use or intended use of the Winsome Trading Inc. Trademarks at any time, without limitation. Upon request by Winsome Trading Inc. or the owner of the Winsome Trading Inc. Trademarks, Reseller shall be required to submit samples of any manner of its display of the Winsome Trading Inc. Trademarks and samples of the Products.
(e) Goodwill. All goodwill arising from Reseller's use of the Winsome Trading Inc. Trademarks shall inure solely to the benefit of the owner of the Winsome Trading Inc. Trademarks.
5. Termination
Upon termination of 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 Winsome Wood Products or has any affiliation whatsoever with Winsome Trading Inc.; and (iii) using all Winsome Trading Inc. Trademarks.
6. Availability of Injunctive Relief
Notwithstanding anything to the contrary herein, if there is a breach or threatened breach to Sections 1 (Manner of Sale), 2 (Product Care and Quality Controls), 4 (Intellectual Property), or 5 (Termination) of this Reseller Policy, it is agreed and understood that Winsome Trading Inc. will have no adequate remedy in money or other damages at law. Accordingly, Winsome Trading Inc. shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Reseller Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Reseller Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Winsome Trading Inc. to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller's obligations herein shall constitute a waiver of any provision herein or otherwise limit Winsome Trading Inc.'s right to fully enforce any or all provisions and parts thereof.
7. Audit
Winsome Trading Inc. reserves the right to audit and/or monitor Reseller's activities for compliance with this Reseller Policy, including, but not limited to, inspection of Reseller's facilities and records concerning the Products.
8. Miscellaneous
Winsome Trading Inc. 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 Winsome Trading Inc. Trademarks, or use of any other information or materials provided by Winsome Trading Inc. to Reseller will be deemed Reseller's acceptance of the amendments. If any provision of this Reseller Policy is held contrary to law, the remaining provisions shall remain valid. This Reseller Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan, without regard to its choice of law rules. In the event of a dispute over the terms or performance under this Reseller Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Oakland County, Michigan.
9. MAP Policy
Winsome Trading Inc. has a unilateral United States Minimum Advertised Price Policy ("MAP Policy") that applies to all authorized resellers of Winsome Wood Products located in the United States of America. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for any agreement between you and Winsome Trading Inc., and does not separately constitute an agreement between you and Winsome Trading Inc. regarding the price you will charge your customers for the Products. Winsome Trading Inc. does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.