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Brand Authorized Distributor and Reseller Policy

This Agreement governs the manner in which Forney branded Products may be sold within Forney's authorized sales channels, including direct sales, Authorized Distributors, Authorized Resellers, and approved online marketplaces.

Authorized Sales Channels

Forney distributes products through multiple authorized sales channels, including direct sales, Authorized Distributors, Authorized Resellers, and approved online marketplaces. This Agreement governs the manner in which Products may be sold within these authorized channels.

  • Authorized Distributors: Authorized Distributors may sell Products to Authorized Resellers or End Users, as permitted by their agreement with Forney. Authorized Distributors shall not sell Products to any person or entity known, or reasonably suspected, to be reselling Products through unauthorized sales channels or online marketplaces.
  • Authorized Resellers: Authorized Resellers are authorized to sell Products solely to End Users. Authorized Resellers may not sell Products to other resellers, distributors, or third parties for resale without prior written authorization from Forney.
  • End Users: An “End User” is a purchaser who acquires Products for personal, professional, or business use and not for resale or redistribution.

Forney Industries is committed to maintaining its reputation for quality, performance, and reliability in the welding, metalworking, and industrial equipment industries. Forney products are designed to meet the expectations of professional users, tradespeople, and consumers who rely on dependable equipment to perform their work safely and effectively.

Forney has determined that certain sales, advertising, and customer service practices are inconsistent with its brand standards and competitive strategy and may diminish the value of the support, expertise, and promotional investments provided by Forney and its authorized distributors and resellers.

Accordingly, Forney has established this Agreement to ensure that its products are marketed, represented, and sold in a manner consistent with Forney’s standards, customer expectations, and authorized sales channel requirements.

This Agreement applies to all Forney branded products (“Products”).

This Agreement supersedes any prior Forney brand sales, reseller, or distribution policies applicable to the Products. By purchasing Forney branded products (“Products”) directly from Forney or from an authorized Forney distributor for resale to end users (“End Users”), you (“Authorized Distributor/Reseller”) acknowledge and agree to comply with the terms and conditions set forth in this Agreement.

Online Sales

a. General Online Sales Authorization

Authorized Distributors/Resellers may advertise and sell Products through their own branded websites, provided such websites are owned and operated by the Authorized Distributor/Reseller and comply with Forney requirements regarding brand representation, product presentation, customer service, and applicable policies, including minimum advertised pricing (MAP).

Authorization to sell Products as an Authorized Distributor/Reseller does not include authorization to advertise and sell Products through third-party online marketplaces or platforms, including, but not limited to, Amazon, eBay, Walmart Marketplace, or similar online marketplaces, unless expressly authorized in writing by Forney.

Authorization to sell Products online is granted on a platform-specific basis and does not extend to additional websites or marketplaces without prior written approval by Forney.

This Agreement supersedes any prior agreement or understanding relating to the online sale of Products unless expressly confirmed in writing by Forney. Any prior authorization granted to Authorized Reseller to sell Products through online marketplaces or other online platforms may be modified or revoked by Forney at its sole discretion.

b. Authorized Websites and Digital Storefronts

Authorized Distributors/Resellers approved to sell Products online may sell Products only through websites and digital storefronts that are owned and operated by the Authorized Distributor/Reseller and that have been disclosed to and approved by Forney in writing (“Authorized Websites”).

Authorized Distributors/Resellers shall provide Forney with a complete and accurate list of all websites, domain names, and digital storefronts through which Products are advertised or sold within 30 days of execution of this Agreement. Failure to provide this information to Forney within 30 days will void this Agreement and Authorized Distributor/Reseller will no longer have the authority to sell Products as outlined within the Agreement. Authorization to sell Products online applies only to the specific Authorized Website approved by Forney and does not extend to additional websites, domain names, affiliated businesses, sister companies, or alternative online storefronts without prior written approval by Forney.

Authorized Distributors/Resellers shall not advertise or sell Products through any third-party hosted storefront, marketplace-style platform, or online store operating under a different business name or brand identity than the Authorized Distributor/Reseller without prior written authorization from Forney.

Authorized Distributors/Resellers shall promptly notify Forney of any changes to its online sales channels, including the creation of new websites, domain names, or affiliated online storefronts offering Products for sale.

c. Authorization for Marketplace or Additional Online Sales Channels

Authorized Distributors/Resellers seeking authorization to sell Products through online marketplaces or other online sales platforms not otherwise permitted under this Agreement must submit a request for approval in accordance with Forney’s online sales authorization process. Approval shall be granted or denied by Forney in its sole discretion and may be conditioned upon additional requirements, including but not limited to compliance with brand standards, product listing requirements, customer service expectations, and applicable marketplace policies.

Forney reserves the right to review Authorized Distributor/Reseller’s online sales activities for compliance with this Agreement and may revoke online sales authorization at any time if Authorized Distributor/Reseller fails to comply with applicable requirements, including Minimum Advertised Pricing (MAP).

Authorized Distributors/Resellers seeking additional information regarding online sales authorization may contact Forney at BrandSales@ForneyInd.com.

Sale Practices

  • Authorized Distributors/Resellers shall always conduct their business in a reasonable and ethical manner and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.
  • Authorized Distributors/Resellers shall not make any representations, guarantees, or warranties concerning the Products except as expressly authorized by Forney or as set forth in Forney’s official product documentation or published warranty materials.
  • Authorized Distributor/Reseller shall comply with all applicable federal, state, and local laws, rules, and regulations related to the advertising, marketing, sale, taxes and distribution of the Products.
  • Authorized Distributor/Reseller shall present and market the Products in a professional manner consistent with Forney’s brand standards, MAP requirements and shall refrain from any conduct or representation that is or could reasonably be expected to harm the reputation of Forney, its brands, or the Products.

Product Handling, Customer Service, and Quality Controls

Authorized Distributor/Reseller shall comply with all instructions provided by Forney regarding the storage, handling, and packaging, shipping, and disposal of Products, including instructions provided on Product packaging and documentation.

Authorized Distributor/Reseller shall sell Products only in their original packaging. Relabeling, repackaging, modifying, or altering Products or their packaging, including separating bundled Products or bundling Products without authorization, is prohibited. Authorized Distributor/Reseller shall not remove, obscure, or alter any serial number, UPC code, label, or other identifying information on Products or their packaging.

Authorized Distributors/Resellers shall not represent or advertise any Products as new if the Product has been opened, returned, repackaged, or otherwise previously sold.

Authorized Distributor/Reseller shall cooperate with Forney with respect to product tracking systems, product recalls, safety notifications, and the investigation of customer complaints or product claims.

Limited Warranty and Warranty Eligibility

Authorized Distributor/Reseller shall not make, extend, modify, or offer any warranty, guarantee, remedy, or representation concerning the Products except as expressly set forth in Forney’s written warranty materials.

Subject to the terms of the written warranty and applicable law, Forney’s voluntary limited warranty and associated warranty services apply to eligible Products purchased by an End User directly from Forney or from an Authorized Distributor/Reseller through an Authorized Sales Channel. To obtain warranty service, Forney may require the End User to provide dated proof of purchase identifying the Product, the purchase date, and the Authorized Distributor/Reseller from whom the Product was purchased.

⚠️ Warranty Eligibility Products purchased from an unauthorized seller or through an unauthorized sales channel, or Products that have been altered, repackaged, opened and resold as new, improperly stored or handled, separated from an authorized bundle, or had any serial number, UPC, label, or other identifying information removed, obscured, or altered, may be ineligible for Forney’s voluntary limited warranty and related warranty benefits.

Authorized Distributor/Reseller shall provide End Users with access to Forney’s applicable written warranty terms before or at the time of sale, issue appropriate proof of purchase, maintain commercially reasonable transaction records, and reasonably cooperate with Forney in verifying warranty claims. Nothing in this Agreement limits any rights or remedies that cannot lawfully be waived under applicable law.

Intellectual Property

Authorized Distributor/Reseller acknowledges and agrees that Forney or its licensors own all proprietary rights in and to the Forney name, logos, trademarks, service marks, trade dress, copyrights, product images, and other intellectual property related to the Products (collectively, the “Forney IP”).

All goodwill arising from Authorized Distributor/Reseller’s use of the Forney IP shall inure solely to the benefit of Forney. Authorized Distributors/Resellers shall use the Forney IP in accordance with any brand or usage guidelines provided by Forney from time to time and in a commercially reasonable manner with respect to size, placement, and presentation.

Authorized Distributors/Resellers shall not create, register, or use any domain name, social media account, mobile application, or other identifier that includes any Forney trademark, product name, or any confusingly similar variation thereof without the prior written consent of Forney.

Modification

Forney reserves the right to update, amend, modify, or discontinue this Agreement at any time in its sole discretion. Unless otherwise stated by Forney, any such modification shall take effect immediately upon notice to Authorized Distributor/Reseller or upon publication of the updated Agreement.

Authorized Distributor/Reseller’s continued purchase, advertisement, offering for sale, or sale of the Products following any modification of this Agreement shall constitute Authorized Distributor/Reseller’s acceptance of such modification.

Termination and Violations

Term

This Agreement shall commence on the Effective Date and, unless terminated in accordance with the Termination Clause, shall continue for a term of one (1) year. Subsequent to the initial one (1) year term, this Agreement will be automatically renewed for successive one (1) year periods unless earlier terminated pursuant to the Termination Clause below or unless terminated by written notification by either party, immediately upon notification in writing.

Termination Clause

Either party may terminate this Agreement upon Notice to the other party if such other party materially breaches any material provision of this Agreement and, in the event of a breach capable of cure, the other party fails to cure such breach within seven (7) days following the receipt of a Notice specifying such breach and demanding its cure.

Duties of the Parties Upon Termination

Upon termination of this Agreement for any reason, the parties shall use commercially reasonable efforts to mutually agree upon and affect an orderly and economic wind down of their relationship, taking into consideration the legitimate economic interests of each party in effecting the transition. The parties recognize that the best method of effecting such wind down cannot be known presently and agree to reasonably cooperate at the time to serve the interests of all parties as best as practical. Upon any termination or expiration of this Agreement, each party shall destroy or return to the other party all Confidential Information of such other party and certify in writing to such other party such return or destruction.

If Authorized Distributor/Reseller violates this Agreement, fails to comply with applicable Forney requirements, including MAP or otherwise falls out of good standing with Forney, Forney reserves the right, in its sole discretion, to terminate this Agreement upon written or electronic notice.

Upon termination or revocation of this Agreement, Authorized Distributor/Reseller shall immediately cease:

  • representing itself as an Authorized Distributor/Reseller of the Products;
  • using any Forney intellectual property, except as reasonably necessary to identify and sell remaining inventory as permitted below; and
  • engaging in any conduct that reasonably suggests an ongoing affiliation with or authorization by Forney.

Following termination or revocation of this Agreement, Authorized Distributor/Reseller may sell through its remaining inventory of Products that were lawfully purchased prior to termination, provided that Authorized Distributor/Reseller complies with all applicable laws. The timeline for this sell through period will be determined by Forney immediately after the Agreement is terminated or revoked. Authorized Distributor/Reseller shall not purchase additional Products directly or indirectly from Forney or its authorized distributors for resale following termination.

Termination of this Agreement shall not limit any other rights or remedies available to Forney under applicable law.

Forney reserves the right to interpret, administer, and enforce this Agreement in its sole discretion and independent judgment.

Authorized Distributor/Reseller is responsible for ensuring that its employees, agents, and representatives involved in the advertising, marketing, or sale of the Products are aware of and comply with this Agreement.

LIMITATION OF LIABILITY

EXCEPT AS LIMITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS INCURRED BY THE OTHER PARTY, ARISING IN ANY WAY OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Relationship of Parties

Each party is an independent contractor with respect to the other party and is not an employee or legal representative of the other party for any purpose. Neither party shall have the authority to enter into any contracts in the name of or on behalf of the other party.

Assignments

Neither party may assign or otherwise transfer this Agreement to any third party without the other party’s written consent, except that Forney may transfer this Agreement in connection with a sale of all or substantially all of its assets, or of its business, whether by merger or otherwise. Any other attempted unauthorized assignment under this Agreement without the written consent of the other party shall be null and void. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall inure to the benefit of and be binding upon the parties’ respective executors, heirs, representatives, administrators and assigns.

Severability

In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

Entire Agreement – Amendments

This Agreement and any attachments hereto constitute the entire, final, complete and exclusive agreement between the parties and supersede all previous and contemporaneous agreements or representations, written or oral, with respect to the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

Choice of Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to its choice of laws rules. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Larimer County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

Rights and Remedies Cumulative

The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any other rights and remedies provided by law or otherwise.

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