AUTHORIZED RESELLER AGREEMENT

CONTRACT BETWEEN STERNO AND AUTHORIZED STOCK DISTRIBUTOR

UPDATED: 03/01/2023

Authorized Reseller Status is provided by Sterno to “Authorized Stocked Distributor” based solely on Authorized Stocked Distributor’s compliance with Sterno’s Terms and Conditions contained in this document. By purchasing Sterno products for resale, Authorized Stocked Distributor consents to entering into a contract with Sterno that is governed by these Reseller Agreement Terms and Conditions.

Sterno’s standard invoice terms and conditions shall apply to all product purchases. Nothing contained in any purchase order or other correspondence between Sterno and Authorized Stocked Distributor will modify or add to these terms and conditions. We reserve the right to modify these terms and conditions at any time.

Any Authorized Stocked Distributor failing to comply with this Resale Policy will face immediate termination of its account, revocation of its Authorized Reseller status, and/or further legal action. Violations of this Resale Policy or other Sterno’s policies may be reported to the Sterno corporate headquarters at:

Attn: Compliance

6900 North Dallas PKWY

Suite 870,

Plano, TX 75024

This version of the Resale Policy is effective as of March 1st, 2023 and supersedes all prior versions.

SECTION A - TERMS AND CONDITIONS OF AUTHORIZED RESELLER STATUS ON ONLINE MARKETPLACES

1. Subject to the Restrictions in this Agreement, Authorized Stocked Distributor shall have a non-exclusive right to sell the Products via the Authorized Sales Channels stipulated below.
2. “Authorized Sales Channels” shall include: (i) Authorized Stocked Distributor’s own physical store locations; (ii) Authorized Stocked Distributor’s temporary storefronts at events and tradeshows; (iii) catalog and (iv) Authorized Stocked Distributor’s proprietary website(s).
3. Authorized Stocked Distributor SHALL NOT promote, market, advertise, offer to sell, or sell any Sterno product on or through any online marketplace or auctions service including, but not limited to Amazon.com (.ca, .uk, .de, .fr, .it, .es, .au, .mx), Ebay.com, Walmart.com, Jet.com, Buy.com, Craigslist.com, Newegg.com, Overstock.com, Rakuten.com, and Sears.com, unless authorized by Sterno.
4. Reselling Sterno products on a website(s) that attempts to use Sterno’s trademark in whole or in part as the website domain is prohibited.
5. Reselling Sterno products on a website(s) that contains only Sterno branded products is prohibited.
6. Sterno reserves the right to terminate, at its discretion, existing business relationships or refuse to sell to Authorized Stocked Distributors who misrepresent information on the new account form.
7. If required, Sterno can terminate the account without any possibility of reinstatement and require that all company inventory in Authorized Stocked Distributor’s possession be returned within 7 business days following account termination.
8. Sterno reserves the right to pursue legal action against any individual or entity found guilty of violating the terms of the Authorized Stocked Distributor reseller agreement.
9. IMPORTANT NOTE
   Sterno supports authorized sales of its products except on Online Marketplaces and Restricted Websites as noted above. Sterno actively participates in the Amazon.com’s Brand Registry Program and similar programs to prevent the advertising and sale of unauthorized, unlicensed, infringing, and/or counterfeit merchandise. Any unauthorized sales of Sterno products on Amazon, eBay or other sites will be removed as they are discovered. Ads from online sellers offering any auctions or advertising sales will also be regularly removed or taken down.

SECTION B - PRODUCT QUALITY AND CUSTOMER CARE

1. Product Storage and Handling
   Authorized Stocked Distributors shall exercise due care in storing and handling the Products and shall store the Products in accordance with any directions on Product labels or other storage guidelines specified by Sterno from time to time.
2. Product Inspection
   Promptly upon receipt of the Products, Authorized Stocked Distributor shall inspect the Products for damage, defect, evidence of tampering, or other non-conformance (a “Defect”). If any Defect is identified, Authorized Stocked Distributor must not offer the Product for sale and must promptly report the Defect to Sterno at [email protected].
3. Product Packaging and Display
   Authorized Stocked Distributor 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, or other identifying information on Products or their packaging is prohibited. Authorized Stocked Distributor may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Authorized Stocked Distributor shall not advertise, market, display, or demonstrate non-Sterno products together with the Products in a manner that would create the impression that the non-Sterno products are made by, endorsed by, or associated with Sterno.
4. Intellectual Property
   Authorized Stocked Distributor is granted a limited, non-exclusive, non-transferable, revocable license to use the Sterno brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property associated with the Products (the “Sterno IP”) solely for the purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Authorized Stocked Distributor’s status as a Authorized Stocked Distributor. Sterno reserves the right to review and approve, in its sole discretion, Authorized Stocked Distributor’s use or intended use of the Sterno IP at any time, without limitation. Authorized Stocked Distributor acknowledges that it owns no right, title, or interest in any of the Sterno IP except as granted herein.
5. Liquidated Damages

• Authorized Stocked Distributor agrees that any breach by Authorized Stocked Distributor of the Terms and Conditions set forth in this agreement will injure Sterno and its reputation and relationship with its other Authorized Stocked Distributors to an extent that will be difficult, if not impossible, to quantify.
• In view of the difficulty to quantify the damage to Sterno should Authorized Stocked Distributor breach any provisions of the terms and conditions of sale, Authorized Stocked Distributor agrees that Sterno shall be entitled to liquidated damages equal to Authorized Stocked Distributor’s gross profits earned from the sale of Sterno products using selling practices that are in violation of the terms of this agreement.
• Authorized Stocked Distributor and Sterno agree that the Liquidated Damages set forth in this section are in addition to any and all other remedies for breach of contract to which Sterno may be entitled under the applicable laws.

SECTION E: AUTHORIZED Authorized Stocked Distributor WARRANTY AND LIMITATIONS

1. At Sterno, we are committed to the highest level of materials and workmanship. When purchased from an authorized Authorized Stocked Distributor, all our products are 100% guaranteed against manufacturing and material defects. This Guarantee and subsequent warranty will be extended only to the original end-use purchaser and shall not be extended or transferred to any other person or transferee. All Sterno products purchased from an authorized Authorized Stocked Distributor are guaranteed per the stated manufacturing warranty. Items will be replaced at the discretion of Sterno. If a replacement product is unavailable or discontinued, a comparable product will be substituted.
2. This warranty does not cover defects or damage arising from improper use or maintenance, accident or external causes. Unauthorized use of your product voids this warranty.
3. When Sterno has deemed it necessary to provide a replacement, Sterno will cover return shipping to all addresses within the United States and Canada. For international orders, customers will be responsible for all shipping charges. All products covered under warranty will be replaced free of charge.