Step ’n Wash LLC Authorized Reseller and Distributor Terms

Step ’n Wash LLC Authorized Reseller and Distributor Terms

These Authorized Reseller and Distributor Terms (these Terms) are a legal agreement between Step ’n Wash LLC (Step ’n Wash, we, us, or our) and the business entity accepting these Terms (you or Reseller).

How you accept these Terms

By checking the box shown with these Terms (for example, “I agree”) and creating an account, accessing our B2B portal, requesting a quote, or placing an order, you agree to these Terms on behalf of Reseller. You represent that you are authorized to bind Reseller. If you do not agree, do not create an account or place orders.

These Terms are effective on the date you accept them (the Effective Date).

1) Key definitions

• Products: our products and related accessories described in our price list, portal listings, catalog, or written quote, as updated from time to time.
• Preferred Pricing: any discounted reseller or distributor pricing we make available to you at our discretion.
• Marketplace: any third party platform or marketplace where multiple sellers list products, including auction sites and any marketplace fulfillment or logistics program (even if you are the seller of record).
• Permitted Website: a website owned and operated by you under your own domain where you are the seller of record.
• Brand Assets: our trademarks, logos, trade names, product images, videos, copy, drawings, and other marketing materials.
• Custom Products: products customized, modified, branded, configured, or otherwise produced or altered to your specifications (including special finishes, custom packaging, or similar).
• Policies: our then-current policies incorporated by reference, including our online terms of service and our Trademark and Brand Use Guidelines, each as updated from time to time. Our MAP Policy is addressed separately below.

2) Authorization and relationship

• Non-exclusive, no territory. We authorize you to resell Products on a non-exclusive basis, with no territory and no exclusivity.
• Independent business. You are an independent contractor and not our agent. You cannot bind us or make commitments on our behalf.
• No implied rights. You only receive the rights expressly stated in these Terms.

3) Where you can sell (and where you cannot)

Allowed: You may sell Products to end customers and business customers, including through your Permitted Website, as long as you follow these Terms and the Policies.

Not allowed: Marketplaces. You must not sell, list, advertise, or facilitate the sale of Products on any Marketplace (e.g., Amazon, Walmart, eBay). You must not use Marketplace fulfillment, shipping, or logistics programs to deliver Products to customers.

No workarounds. You must not:

• allow third parties to list Products on a Marketplace using your inventory,
• sell Products to known Marketplace sellers for resale on a Marketplace, or
• use drop-ship or similar programs that result in Marketplace listings or Marketplace fulfillment.

Downstream control. You will take reasonable steps to avoid selling Products to buyers you know or reasonably should know intend to resell on prohibited channels.

4) Orders and purchase orders

How orders are placed. You may place orders through our B2B portal or by emailed purchase order.

Your order is an offer. Each order is your offer to purchase Products. We accept an order only when we ship the Products, or when we provide written acceptance if we choose.

We reject your terms. We expressly reject any additional or different terms in any purchase order, vendor form, portal, or other document from you. Those terms have no effect, even if we ship, acknowledge, or invoice.

Changes and cancellations. We may allow changes or cancellation before shipment for stock Products in our discretion. Custom Products are governed by the Custom Products section below and any written custom quote or custom addendum we issue for the order.

5) Pricing and taxes

Price lists can change. Prices are as shown in our then-current price list, portal listings, or written quote. We may update prices at any time and do not have to provide advance notice. Updated prices apply to orders we accept after the update takes effect.

Preferred Pricing is discretionary. Preferred Pricing may be modified, suspended, or revoked as described below.

Taxes. Prices exclude sales, use, excise, VAT, duties, and similar taxes unless stated otherwise. You are responsible for applicable taxes unless you provide a valid exemption certificate that we accept before shipment.

6) Payment

Default: prepay. Unless we approve credit terms in writing under a separate credit agreement or credit addendum, orders must be prepaid by credit card or wire (or another method we approve in writing).

Credit terms by approval only. If we extend credit, your net terms, permitted payment methods, late charges, collection rights, and related credit terms will be governed by a separate credit agreement or credit addendum.

Disputes. If you dispute an amount in good faith, you must notify us promptly and pay all undisputed amounts when due.

7) Shipping, risk of loss, and claims

Shipping terms. Unless we agree otherwise in writing, all shipments are FOB our facility (FOB shipping point).

Risk transfers when loaded. Risk of loss and responsibility for loss or damage transfer to you when Products are tendered to the carrier at our facility, including when loaded onto the carrier’s vehicle. Title transfers at the same time unless stated otherwise on our invoice.

Delivery dates are estimates. Any stated delivery dates are estimates only.

Inspection is required. You must inspect shipments promptly and follow the claim rules below. If you do not follow these rules, the claim may be denied.

LTL freight (palletized).

• Inspect before signing the delivery receipt.
• Note visible damage or shortage on the carrier delivery receipt with clear detail.
• Notify us of visible damage or shortage within 24 hours of delivery.
• Notify us of concealed damage or shortage within 3 business days of delivery.

Parcel (UPS, FedEx, or similar).

• Notify us of visible damage or shortage within 48 hours of delivery.
• Notify us of concealed damage within 5 business days of delivery.

Documentation and packaging. Keep all pallets, cartons, packaging, and labels until the claim is resolved. Provide photos and documentation we or the carrier reasonably request.

Cooperation. You must cooperate with us and any carrier claim process, including timely paperwork, photos, and making packaging available for inspection.

8) Returns (stock Products) and RMAs

RMA required. Returns require a written RMA from us.

Eligible returns. Stock Products may be returned only if unopened, unused, uninstalled, and in original packaging, and only in accordance with our return instructions.

Timing. You must request an RMA within 30 days of delivery and ship the return within 14 days after the RMA is issued, unless we specify otherwise.

Freight. You pay all return freight and shipping costs. No restocking fee applies unless we agree otherwise in writing for a specific return.

Non-returnable items. Custom Products are governed below. We may also designate certain items as non-returnable in writing.

9) Custom Products and defects

No returns for Custom Products. Custom Products are non-returnable and non-refundable except for major manufacturing defects confirmed by us.

Our choice of remedy. For confirmed major manufacturing defects in Custom Products, we will, at our option, repair, replace, or refund the purchase price paid for the defective Custom Product. We may require inspection and may require return of the Custom Product as a condition of remedy.

10) MAP Policy (separate policy)

We may publish a Minimum Advertised Price (MAP) Policy separately. If we publish a MAP Policy, you must comply with it as a condition of Preferred Pricing and authorized status. Remedies for violations may include suspension or revocation of Preferred Pricing and authorized status, refusal of orders, and other actions described in the MAP Policy and below.

11) Brand Assets, trademarks, and marketing rules

Limited license. During the time you are authorized, we grant you a limited, non-exclusive, non-transferable, revocable license to use our Brand Assets solely to market and resell Products through permitted channels.

Follow our guidelines. You must use Brand Assets only in the form we provide or approve, must not modify logos or marks, and must follow our brand guidelines.

No unapproved claims. You must not make false, misleading, or unsubstantiated claims about Products. You must not make compliance claims (including accessibility, ADA, code compliance, certifications, or performance claims) unless we have provided written approval for the specific claim.

Photos, videos, and copy. Unless we approve in writing, you must not:

• use our photos outside the permitted scope,
• remove watermarks, notices, or attribution,
• create marketing materials that materially alter product appearance, or
• use customer logos or case studies without permission.

12) Confidentiality

Our pricing, discounts, Policies, portal materials, product roadmaps, and non-public product information are confidential. You will protect confidential information with reasonable care, use it only to perform under these Terms, and disclose it only to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective.

Confidential information does not include information that becomes public through no breach by you or that you independently develop without using our confidential information.

13) Deauthorization, Preferred Pricing changes, and termination

We can change or revoke Preferred Pricing and authorization. We may modify, suspend, or revoke Preferred Pricing and your authorized status at any time, with or without cause, and with or without notice to you. After deauthorization, we may require prepayment and may restrict ordering methods.

What happens when you are deauthorized or terminated. You must immediately:

• stop representing yourself as “authorized” and stop using Brand Assets,
• stop using any authorized badges, marketing templates, and portal access, and
• continue to comply with the Marketplace prohibition and channel restrictions for any remaining inventory.

Sell-through of existing inventory. Unless we state otherwise in writing, you may sell through remaining inventory through permitted channels, but only without using Brand Assets and without holding yourself out as authorized.

Termination. Either you or we may terminate these Terms by notice. Termination does not affect payment obligations for accepted orders.

14) Warranty and disclaimer

Limited warranty only. Our warranty, if any, is limited to the written warranty provided with the Products or published by us, as updated from time to time.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN WARRANTY PROVIDED BY STEP ’N WASH, STEP ’N WASH DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Exclusive remedies. Repair, replacement, or refund, at our option, is the exclusive remedy for breach of warranty.

15) Limitation of liability

No consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STEP ’N WASH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY.

Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STEP ’N WASH’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS WILL NOT EXCEED THE AMOUNT YOU PAID TO STEP ’N WASH FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

Time limit to sue. Any action arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, to the maximum extent permitted by law.

16) Compliance

You will comply with all applicable laws, rules, and regulations, including anti-corruption and trade compliance laws, and will cooperate with us in any safety notice, recall, or corrective action.

17) Injunctive relief

You agree that a breach of the channel restrictions, Brand Asset rules, or confidentiality obligations may cause irreparable harm. We may seek injunctive relief in addition to any other remedies.

18) Your indemnity to us

You will defend and indemnify Step ’n Wash from third party claims arising out of or relating to:

• your marketing claims not authorized by us in writing,
• your misuse of Brand Assets,
• your modifications, bundling, or improper installation instructions, or
• your breach of these Terms.

19) General terms

Governing law and venue. Georgia law governs. Exclusive venue is state or federal courts located in Fulton County, and you consent to jurisdiction there.

Notices. Notices must be in writing and delivered by email or other reasonable method to the contact information associated with your account and to us at legal@stepnwash.com (or any updated notice address we provide in the portal).

Assignment. You may not assign these Terms without our prior written consent.

Entire agreement and priority. These Terms and any incorporated Policies are the entire agreement regarding reseller authorization. If there is a conflict: (1) a separate credit agreement or credit addendum controls for credit matters only, (2) any custom quote or custom addendum controls for Custom Products only, (3) these Terms, (4) Policies, (5) our order confirmation or invoice. Your purchase order terms do not apply.

Severability and waiver. If any provision is unenforceable, the remaining provisions remain in effect. A waiver must be in writing and is limited to the specific instance.

Updates. We may update these Terms from time to time. Updated terms apply prospectively as of the effective date shown in the portal (or as otherwise stated). Your continued use of the portal or placement of orders after the effective date constitutes acceptance of the updated terms.