NAPIER ENTERPRISES DEALER INFORMATION ......Napier Enterprises Dealer Agreement: January 2019 4...

NAPIER ENTERPRISES

DEALER INFORMATION & AGREEMENT Effective: January 2019

Napier Enterprises Dealer Agreement: January 2019

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Napier Enterprises Dealer Information & Agreement

Table of Contents

Agreement Terms 3

Napier Enterprises Profile 4

Warehouse Locations 4

Bank Information 4

Dealer Communication 5

Product Set-up & Updates 5

Marketing Support 5

Selling Policy 5

Pricing 6-7

Order Processing 7

Stock Levels 7

Shipping & Freight Policy 8

Payment Terms 9

Additional Fees 9

Returns 9-10

Warranty Policy 10

Dealer Information 11-12


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At Napier Enterprises, we truly value our partnership with our Dealers. A Dealer is not just a reseller of Napier products; you are a trusted business partner. Napier believes in creating strong partnerships with each Dealer as you are a valued and essential part of Napier’s business.

This package includes valuable information on Dealer and selling terms along with marketing and product information to assist you on selling Napier products.

The effective date of this agreement is the date that it is accepted by a Napier representative and, unless terminated in accordance with the termination provision provided herein, shall continue until a new agreement is established. All custom exceptions to this agreement will be negotiated between Napier and the Dealer and confirmed in writing.

This agreement is legally binding and shall be governed by the laws of Ontario, Canada, and is accepted by Napier at its corporate office in St. Catharines, Ontario, Canada. The parties hereto attorn to the laws and the courts of the Province of Ontario and where applicable, the Country of Canada and specifically attorn to the jurisdiction of the courts of the Province of Ontario. No court application or other similar legal proceeding shall be commenced in any court of any jurisdiction other than the Province of Ontario.

Either party may terminate this agreement for any reason within seven days written notice. Upon termination of this agreement, all rights and obligations of the parties shall cease, except that the Dealer shall not be relieved of its obligation to pay any monies due, or to become due, as of or after the date of termination. Non-stocking Dealers must remove all Napier products from their selling channels within 10 days of termination. The included agreement must be completed by every new and existing Napier Dealer. Please complete pages 3, 11, and 12 and return via email to [email protected] or fax to 905.935.2918.

The Dealer Agrees:

• To hold all information regarding Napier products and business activities in strict confidence, not sharing any information regarding suppliers, pricing, personnel, or any other information unless authorized to do so by an authorized officer of Napier.

• To represent all Napier products in an ethical and honest manner, making no misleading claims, and to not bring about the reputation of Napier products into disrepute.

• To advertise Napier products no less than the minimum advertised price listed on the provided price list. • That all guarantees or warranties, excluding the manufacturer warranty offered to the consumer by the

Dealer are the Dealer’s sole responsibility.

The signer represents that he/she is a duly-authorized agent for the Dealer, empowered to sign this document whose signature represents understanding and acceptance of Napier’s terms and conditions stated within.

COMPANY DATE

PRINT NAME TITLE

SIGNATURE


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Napier Enterprises Account Profile

Corporate Headquarters Napier Enterprises 22 Export Ave. St. Catharines, ON Canada L2M 7P2 Phone No: 1.905.935.0427 1.800.567.2434 Fax No: 1.905.935.2918

US Mailing Address Napier Enterprises 2315 Whirlpool Street, Suite 161 Niagara Falls, NY 14305

Warehouse Locations US Warehouse 840 Aero Drive Buffalo, NY 14225 DUNS Number: 071485486

Canadian Warehouse 22 Export Ave. St. Catharines, ON Canada L2M 7P2 DUNS Number: 256404260

Tax Information Legal Name: 933460 Ontario Inc. dba Napier Enterprises US Federal ID #:16-1545192 Canada GST #: 132351792RM0001

Bank Information US Bank Information for ACH’s

Currency: USD Company: 933460 Ontario Inc. dba Napier Enterprises Name of Financial Institution: Toronto Dominion Bank New York Address of Financial Institution: 31 W. 52ND Street, New York, NY 10019 ABA or Routing Number: 026003243 Fractional Number: 0260-1 Account Number: 0324-8287271

Canadian Bank Information for EFT’s

Currency: CAD Company: 933460 Ontario Inc. dba Napier Enterprises Name of Financial Institution: TD Canada Trust Bank Code: 004 Address of Financial Institution: 31 Queen Street, St. Catharines, ON Canada L2R 6V9 Branch/Transit #: 35202 Bank Account #: 0415 5240197


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NAPIER ENTERPRISES RESELLER AGREEMENT

1. Dealer Communication & Forms Napier’s Dealer Portal will host all of Napier’s communication to Dealers and is the main source for all Dealer forms and information. From time to time, emails blasts will be sent out to Dealers with product launches and updates. Dealer Information can be found at http://dealers.napieroutdoors.com/dealer_information.html

2. Product Set-up & Updates Napier’s Product Guide is home to the current brand guide, logos, product images, videos, attributes, sizing charts, and point of purchase material. Our goal is to provide you with an easy-to-use and powerful resource tool that simplifies the act of keeping Napier product listings current. You can find Napier’s Product Guide here: http://dealers.napieroutdoors.com/product_info.html. To obtain login credentials, contact [email protected].

3. Marketing Support Napier’s marketing team is more than happy to assist you with your Napier marketing needs. Please contact your Napier representative or [email protected] to participate in the below programs. Web Banners: Napier can create custom product banners for your website. Please send the size requirements and which products you would like to be included to [email protected].

Events: If you plan to attend an event and would like to display a Napier tent, please contact [email protected] to gain more information about Napier’s product demo program.

Contests: If you are interested in participating in Napier’s monthly consumer contests, please email [email protected].

Social Posts: If you are running a promotion on Napier’s products, please contact [email protected] and we will share on Napier’s social channels.

Custom Product Image Sizes: Please do not stretch a Napier product image to fit your website requirements - cropping is acceptable if the image proportions are kept in tack. If you require custom product image sizes for category listings or product pages, please contact Napier with the sizing information and we will resize the images for you.

Catalog Page Creation: Please contact [email protected] if you require Napier to create a catalog or flyer insert for Napier products.

4. Selling Policy Yearly Purchase Minimum: The Dealer must purchase a minimum of $1,000 per year in order to be an authorized Napier reseller. Failure to meet the $1,000 net minimum will result in the inactivation of the Dealer’s account and product must be removed from the Dealer’s website. Distributors: You can purchase Napier’s products from the following trusted distributors: Meyer Distributing, Transamerican, Atech Motorsports, and Liberty Mountain.

Marketplaces: Dealers are permitted to sell on the authorized Marketplaces under the following conditions. Authorized Marketplaces include: Amazon, eBay, and Jet. Dealers must obtain special authorization to sell certain Napier products on Walmart.com.

i. All marketplace listings must follow Napier’s MAP Policy mentioned below. ii. The Dealer must provide Napier with all marketplace store names and/or selling names.


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5. Pricing All prices are valid for one calendar year unless specified by Napier. Napier will provide yearly price lists in November of each year. Napier reserves the right to amend prices to address changes in costs or demand for the product from time to time. Price increase notifications are submitted by Napier to Dealers 60 days before the effective date. Prices do not include additional fees, federal, state or local taxes, freight, insurance, duties, and/or custom brokerage, which shall be borne by the Dealer. Sales Tax Exemption Certificates: New Dealers must provide Napier with a copy of their sales tax exemption certificate before the first order is processed. For existing Dealers, please provide updated certificates with all corporation structure changes. Currencies: Orders shipped out of the below warehouses are charged in the following currencies:

• US Warehouse = USD • Canadian Warehouse = CAD • FOB China or Bangladesh = USD

Price Discrepancies: If Napier receives an order with incorrect pricing, Napier will contact the Dealer and hold the order until the pricing matter is resolved. The responsibility is on the Dealer to help ensure that the issue is resolved immediately. Minimum Advertised Price: Napier has instituted a Minimum Advertised Price (MAP) policy in the US and Canada for the benefit of all its Dealers and to establish the manner in which Napier products are distributed, sold, and advertised. This policy is intended to create a fair playing field for each Dealer in order to compete equally. Napier has adopted this resale policy to protect its trademarks, products, and reputation in addition to protection of the Dealer’s profit margins. The Minimum Advertised Price (MAP) is the minimum price a product can be advertised or promoted for at the consumer level. This MAP policy is consistent with US laws and regulations, which allows a manufacturer to suggest minimum or actual resale price, and refuse to supply to Dealers that do not comply. Napier does not and will not impose or enforce any policy with respect to the actual resale price of reconditioned or discontinued product, and the authorized Dealer is free to establish their own resale price. 1. The Minimum Advertised Price for all Napier products is listed on the current price list. 2. This MAP policy does not apply to any physical in-store advertising or in-store actual product pricing as

this is the selling price. 3. Pricing listed on an Internet site is considered an “advertised price” and must adhere to the MAP policy.

Once the pricing is associated with intent to purchase (consumer added the item to a shopping cart), the price becomes the selling price and is not bound by this MAP policy.

4. Napier may choose to offer special promotions on certain products from time to time. In this event, Napier reserves the right to modify or suspend this MAP policy in whole or in part by notifying all Dealers of this duration and nature of the change.

MAP Violations: An authorized Dealer shall be deemed in violation of this MAP policy if they advertise, or otherwise place in the public domain, prices for Napier products that are less than the MAP established by Napier. If an authorized Dealer sells Napier product to an unauthorized Dealer, the authorized Dealer will be held responsible for the MAP violation occurred by the unauthorized Dealer. Distributors are responsible to ensure their resellers are adhering to Napier’s MAP policy. The Distributor will be held accountable for the MAP violation.


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Failure to abide by Napier’s MAP policy will result in the following penalties: First Violation: Once Napier discovers that a Dealer has violated the MAP policy, the Dealer shall receive written notification of the violation. The Dealer will have 72 hours to respond to the notice including when they will rectify the violation. If the violation is not resolved in 4 business days from the initial written notification from Napier, the violation will be penalized as a second violation. Second Violation: The Dealers retail or website listing on Napier website will be terminated. All orders for this Dealer will be placed on hold until the MAP violation is resolved. Third Violation: Napier shall refuse to conduct business with the Dealer and will provide the Dealer with written notification of all the associated violations. The Dealer shall be restricted from using the trademarks, logos, and copyrighted materials of Napier.

6. Order Processing Order Submission Methods:

• Napier’s Dealer Portal at http://dealers.napieroutdoors.com • EDI • Bulk file transfer in Napier’s specified format • Email to [email protected] (fees apply). Emailed purchase orders are not valid unless

confirmed in writing by Napier. An email acknowledgement will be sent within 24 hours of receipt, Monday - Friday (excluding holidays), and unless otherwise noted. The acknowledgement indicates that the purchase order is a binding agreement and supersedes any prior communications regarding the order in question.

Order Changes and Cancellations: It is the Dealer’s responsibility to inform Napier of any order changes or cancellations via phone at 905.935.0427 and confirmed in writing to [email protected]. No changes or cancellations can be made after the order is processed or shipped. Orders are processed by 12:30 pm EST, Monday - Friday. Duplications: Napier will put all efforts into identifying duplicate orders. However, it is the Dealer’s responsibility to notify Napier of any duplicate orders ASAP. Should a Dealer issue a duplicate order which is processed, the Dealer will be invoiced for both orders. Please refer to Napier’s Return Policy for returning product.

7. Stock Levels Stock Level Reports: You will find inventory levels under “Reports” on Napier’s Dealer Portal, online at: http://dealers.napieroutdoors.com. Inventory will be updated every Friday, or sooner if inventory becomes low, out of stock, or back in stock. Inventory Feeds: Napier will not provide daily inventory feeds. Under special circumstance, Napier will provide a custom inventory feed on Friday only. Back Orders: If a Dealer submits an order for a product that is on back order, Napier will notify the Dealer of the anticipated ship date and the order will be shipped once the product becomes available.


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8. Shipping & Freight Policy: Lead Times

• Small Parcel: Small parcel orders received by 10:00 am EST Monday - Friday (excluding holidays) will be shipped the same day unless otherwise noted. All small parcel orders received after 10:00 am EST will be shipped the next day.

• LTL/FTL Order: Order processing for LTL/FTL orders can take up to 14 days. Napier’s logistics department will inform you when the order is ready for pick up.

• LCL FOB China/Bangladesh: 4 to 6 month lead time with special arrangements with Napier as an order forecast is required.

• FCL FOB China/Bangladesh: 6 to 9 month lead time on full containers. Shipping Method: Napier will ship orders via the carrier listed on page 11 of this agreement. Small parcel shipping methods cannot change per order as the shipping account number is hardcoded in to Napier’s systems. Dealer Shipping Account: Napier can ship small parcel orders using the below carriers:

US Canada • FedEx: On Napier’s or Daler’s account • UPS: On Dealer’s account • USPS: On Dealer’s account

• Canada Post: On Dealer’s account • FedEx: On Napier’s or Dealer’s account • Purolator: On Dealer’s account • UPS: On Dealer’s account

Dealers will not be charged for shipping when the order ships on their third-party shipping account. It is the Dealer’s responsibility to provide Napier with updated third-party account number information and related billing address ASAP to eliminate orders being held. Napier’s FedEx Account: If the Dealer does not have their own carrier account, Napier will ship via FedEx Ground or the FedEx service listed on the purchase order. All shipping charges will be applied to the invoice. PO Boxes: Napier cannot ship to a PO box. If an order is submitted with a PO box, the order will be held and the Dealer will be contacted for a new address. Small Parcel NSR: Small parcel shipments will be processed with no signature required unless indicated on the purchase order. Cross Border Shipping: Napier does not accept purchase orders from US Dealers shipping to a Canadian address, and vice-versa. Shipping Insurance: Napier is not responsible for packages that are delayed, lost, or damaged due to carrier issues; the carrier (i.e. FedEx) is responsible. Shipments are not insured by Napier unless the Dealer provides written direction to insure the shipment. Free Freight Program: At this time, Napier does not offer a free freight program. Tracking Numbers: The day the order ships, a status email with a tracking number will be sent to the order tracking email address listed on page 11. You will also be able to obtain tracking numbers in the Dealer Portal. Napier will not provide tracking numbers via email.


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9. Payment Terms:

Invoices: Invoices will be emailed to the Dealer the day the order ships to the accounting email listed in this agreement. EDI Dealers that receive 810’s will not receive an emailed invoice. Payment Terms:

• Net 0 via credit card: All new Dealers receive these payment terms unless negotiated with Napier and confirmed in writing.

• Net 30: Standard terms for established Dealers. Payment Method:

• Credit Card: Daily statements will run and the card on file will be charged the daily invoice amount. Napier only accepts MasterCard and Visa. The credit card listed in this agreement will be charged unless specified by the Dealer.

• Check: All checks are to be mailed to Napier’s head office at 22 Export Ave., St. Catharines, ON Canada L2M 7P2. Please include remittances with the check or email to [email protected]. Returned and NSF checks are subjected to a $50 fee.

• EFT/ACH: A Dealer can only pay EFT/ACH once approved by Napier. Refer to Napier’s banking details on page 4. Please email remittances to [email protected].

10. Additional Fees Emailed Orders If a Dealer submits an order via email without Napier’s approval in writing, a

$2 processing fee will apply. Incorrect PO Information: If a Dealer submits a purchase order with an incorrect address and the order

ships, a $20 address correction fee will be charged, along with any re-routing charges. The address correction charge offsets the UPS/FedEx correction fee.

Handling Fee: There is a $5 per item handling fee up to a maximum of $25 per order. For accessories, handling fees are not applicable when ordered and shipped with a tent.

Shipping Labels: If the Dealer requires custom labelling on the package (ex: Amazon FBA labels), a charge of $0.50 per label will apply.

NSF Check: NSF checks are subject to a $50 fee. Overdue Accounts: Should the Dealer not pay the invoice within the established timeframe, an

interest charge of 2% per month will be charged. If the payment is 60 days overdue, orders will not be shipped until the account is paid in full.

11. Returns New Items: Napier will accept returns on new items free of charge up to 30 days from the consumer purchase date. New items are defined as unopened merchandise. Once an item has been opened, no matter the condition, it becomes used. Proof of order date, such as the original purchase order number or invoice number is required. Used Items: Napier will accept returns on used items up to 30 days from the original consumer purchase date with a 25% restocking fee. The restocking fee will be waived for defective items. Napier will examine the return to determine if the defect is a manufacturer defect. If the defect is due to normal wear and tear, the 25% restocking fee will apply.


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Dealers must obtain a Return Authorization Number before an item can be returned. Discontinued or phased out products cannot be returned. 1. To obtain a Return Authorization Number, submit Napier’s Return Authorization Form to

[email protected]. The form can be found in the Dealer Information page of the Dealer Portal. If the Return Authorization Form is not completely filled out, it will be sent back to you to be completed before a Return Authorization number can be issued.

2. Napier will issue the RA number for this return and provide it to the Dealer before the item is shipped back. Unauthorized returns may be refused. It is the Dealer’s responsibility to write this number on the box, this will ensure a credit is issued once the item is received in the warehouse.

3. It is the Dealer’s responsibility to ship the item back to Napier. If applicable, Napier will issue a call tag or

shipping label for defective items only. This is a case-by-case basis as some defective items can be destroyed.

4. Once the item is received, a credit memo will be issued. If the Dealer needs the credit memo processed promptly, the tracking number of the return must be provided.

12. Warranty Policy: Napier handles all consumer warranty issues. If a Dealer has a consumer with a warranty issue please have them contact Napier via email at [email protected] or by phone at 905.935.0427.

Napier tents are warranted to be free of manufacturer defects in workmanship for one (1) year from the original purchase date for the original owner of the tent. Sportz Air Mattresses are warranted for thirty (30) days. Discontinued products have no warranty. In order for the warranty to be valid, the proof of purchase (receipt from the place of purchase) is required to prove the date of purchase. Replacement parts: Within the first 90 days of the warranty period, standard shipping for replacement parts will be free. After 90 days, the customer is responsible for all shipping costs for replacement parts. Replacement parts can be new or reworked.


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COMPANY INFORMATION Legal Name: Trade Name(s): Head Office Address: City, State: Zip, Country: Business Type: Sole Proprietor Partnership LLC/LLP Corporation Years in Business:

SELLING INFORMATION

Selling Method: Retail Ecommerce Marketplace Catalog

Number of Retail Locations: Primary Website: Secondary Websites:

Marketplaces: Amazon eBay Jet Other Marketplace Selling Name:

ACCOUNTING INFORMATION

Email for Invoices: Credit Card Information: If your payment terms are net 0, this credit card will be charged for all orders.

Credit Card Type: Visa MasterCard Card Number:

Expiry Date: CVV # Cardholder Name:

Bill to Address: City, State, Zip:

SHIPPING INFORMATION

Carrier Account No.* *If you do not have an account number, Napier will ship via FedEx. All shipping charges will be applied to the order.

FOR OFFICE USE ONLY Price Level: Payment Terms:

Email for Tracking: Shipping Account Address: City, State: Zip, Country:


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DEALER CONTACT INFORMATION

Buyer or Category Manager Contact: Name: Title: Email: Phone No.:

Assistant Buyer or Assistant Category Manager Contact: Name: Title: Email: Phone No.:

Accounting & Payments Contact: Name: Title: Email: Phone No.: Address:

Orders and Logistic Contact: Name: Title: Email: Phone No.:

New Products Contact: (if different from Buyer) Name: Email:

Website Content Update Contact: Name: Title: Email: Phone No.:

General Marketing Contact: Name: Title: Email: Phone No.:

NAPIER ENTERPRISES DEALER INFORMATION ......Napier Enterprises Dealer Agreement: January 2019 4...

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