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Authorized Dealers (or “You”) must: (i) have a physical brick and mortar retail storefront; (ii) operate under a valid business license; (iii) be open a minimum of five (5) days per week and eight (8) hours per day; and (iv) have the ability to market the differences between Benchmade Products and competing brands. Authorized Dealers are required to carry at least twelve (12) different SKUs of Products at all times.

Benchmade actively supports its Authorized Dealer partners with preferential programs so that they can be competitive in the retail marketplace. Any sale or distribution of Products beyond the direct-to-consumer model is strictly prohibited. You are only permitted to sell Benchmade Products to End Users. An “End User” is any purchaser of the Products who is the ultimate consumer for whom the Product was designed and who does not intend to resell the Products to any third party. You shall only sell to End Users a quantity of Products generally purchased by an individual for personal use. You shall not sell or transfer Products to any person or entity you know or have reason to know intends to resell the Products. You shall not purchase Products from anyone other than Benchmade. You may sell Products to End Users only through your physical brick-and-mortar storefront(s) and online through Permissible Public Websites as set forth below in Section 4. You shall not sell the Products at trade shows, gun shows, or other venues not authorized by this Agreement without the prior written consent of Benchmade.

Authorized Dealers are not permitted to sell Products outside of the United States of America without the prior written permission of Benchmade. Selling, shipping, invoicing, or promoting Benchmade Products outside the United States or to anyone you know or have reason to know intends to ship the Products outside of the United States is not permitted.

Authorized Dealers are permitted to advertise and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that is operated by you in your legal name or registered fictitious name (DBA). The name used on the Permissible Public Website must match the name you use when doing business with Benchmade. A Permissible Public Website must not give the appearance that it is operated by Benchmade or any third party and must comply with the following requirements:

1. Anonymous sales are prohibited. Permissible Public Websites must conspicuously state your business’s full legal name or registered fictitious name, mailing address, email address, and telephone contact. You must also include this information with any shipment of Products from the Permissible Public Website(s), either within the package or in an order confirmation email delivered at the time of purchase.
2. At Benchmade’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Website(s).
3. Permissible Public Websites must have a mechanism for receiving customer feedback, and you must use reasonable efforts to address all customer feedback and inquiries received in a timely manner. You agree to provide copies of any information related to customer feedback (including any responses to customers) to Benchmade for review upon request. You agree to cooperate with Benchmade in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews.
4. Permissible Public Websites must comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
5. You are responsible for all fulfillment to customers who order Products through your Permissible Public Website(s), any applicable taxes associated with such purchases of Products, and any returns of Products.
6. Unless separately authorized by Benchmade in writing, you may not use any third party fulfillment service to store inventory or fulfill orders for Benchmade Products. Under no circumstances may Product orders be fulfilled in a way that might result in a shipped Product coming from inventory other than your own.
7. In marketing Products on your Permissible Public Website(s), you may only use Product images and descriptions either supplied by or authorized by Benchmade, and you must keep all Benchmade Product images and descriptions up-to-date.

You are not permitted to advertise or sell Benchmade Products on or through any other website, online marketplace (e.g., Amazon, eBay, or Walmart Marketplace), mobile application, or other online forum without Benchmade’s prior written consent. Benchmade reserves the right to review your Permissible Public Website(s) for compliance with this Premium Dealer Agreement.

Benchmade reserves the right to terminate, at any time and in its sole discretion, its approval for you to market and sell Benchmade Products on Permissible Public Websites, and you must cease all such marketing and sales on your Permissible Public Website(s) immediately upon notice of such termination.

You and your sales personnel must conduct your business in a reasonable, professional, and ethical manner at all times, and must (i) not engage in any deceptive, misleading, or unethical practices or advertising at any time; (ii) not make any warranties or representations concerning Benchmade Products except as expressly authorized by Benchmade; (iii) comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Benchmade Products; and (iv) represent the Products in a professional manner and refrain from any conduct that is or could be harmful to Benchmade’s business reputation.

You are required to abide by the following quality controls relating to the Products and customer service requirements:

1. You must comply with all instructions provided by Benchmade regarding the storage, handling, shipping, disposal, or other aspect of Benchmade Products, including instructions provided on product labels or as set forth herein. Products must be stored in a low humidity environment and in sanitary conditions, and where the Products’ packaging is not susceptible to punctures, tears, dents, or other physical damage.
2. You 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. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging. Retailer shall not alter Products.
3. You shall not sell any Product that has been returned opened or repackaged.
4. Promptly upon receipt of the Products, you must inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, you must not offer the product for sale and must promptly report the Defect to Benchmade at SalesTeam@Benchmade.com.
5. You shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, return policy, and other services. You must be 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.
6. You shall use your best efforts to ensure that at least one of your employees at all times has completed the Benchmade Academy online training. Benchmade Academy’s online training is available at https://training.benchmade.com.
7. You must cooperate with Benchmade with respect to any product tracking systems that may be implemented from time to time.
8. You must cooperate with Benchmade with respect to any product recalls, or other consumer safety information dissemination efforts.
9. You must report to Benchmade any customer complaint or adverse claim regarding the products of which you become aware. You shall assist Benchmade in investigating any such complaints or adverse claims.
10. You must cooperate with Benchmade in the investigation and resolution of any quality or customer service issues related to your sale of the Products, including disclosing information regarding product sources, shipment, and handling.

You acknowledge and agree that Benchmade owns all proprietary rights in and to the Benchmade brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Benchmade IP”). As an Authorized Dealer, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Benchmade IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of your status as an Authorized Dealer. All goodwill arising from your use of the Benchmade IP shall inure solely to the benefit of Benchmade. Benchmade reserves the right to review and approve, in its sole discretion, your use or intended use of the Benchmade IP at any time, without limitation. You must not create, register, or use any domain name or any mobile application that contains any Benchmade product name or any trademark owned by Benchmade, nor a misspelling or confusingly similar variation of any Benchmade product name or any trademark owned by Benchmade.

Benchmade may terminate this Agreement with written notice at any time. Upon termination, you must immediately cease (i) selling Benchmade Products; (ii) acting in any manner that may reasonably give the impression that you are an Authorized Dealer of Benchmade Products or have any affiliation whatsoever with Benchmade; and (iii) using all Benchmade IP.

You acknowledge and agree that Benchmade reserves the right to monitor your activities for compliance with this Authorized Dealer Agreement, and you agree to cooperate with any such compliance inquiry, including, but not limited to, permitting inspection of your facilities and records related to the sale of Benchmade Products.

If there is any breach of threatened breach of Section 1 (Basic Requirements), Section 2 (Redistribution Prohibited and Manner of Sale), Section 3 (International Sales Prohibited), Section 4 (Limited Permissible Online Sales), Section 5 (Sale Practices), Section 6 (Quality Controls), Section 7 (Intellectual Property), and Section 9 (Compliance/Audit), it is agreed and understood that Benchmade will have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Benchmade to exercise any right(s) herein or to insist upon full compliance by Authorized Dealer with Authorized Dealer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Benchmade’s right to fully enforce any or all provisions and parts thereof.

Except as otherwise provided herein, Authorized Dealer shall, and hereby does, indemnify, defend, save and hold harmless Benchmade, and its directors, officers, employees, shareholders, members, partners, counsel, auditors, accountants, agents, advisors, and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Agreement by Authorized Dealer, or (b) the negligence or willful misconduct of Authorized Dealer or its officers, employees, agents or contractors.

1. Modification. Benchmade reserves the right to update, amend or modify this Agreement upon written notice to Authorized Dealer. Unless otherwise provided, such amendments will take effect immediately and Authorized Dealer’s advertising, offering the Products for sale, or sale of the Products on the Permissible Public Websites following notice of the amendments will be deemed Authorized Dealer’s acceptance of the amendments.
2. Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.
3. Severability. If any provision of this Agreement is held contrary to law, the remaining provisions shall remain valid.
4. Assignment. This Agreement may not be assigned or transferred by Authorized Dealer without the prior, written consent of Benchmade. Benchmade is entitled to assign this Agreement, in whole or in part, without Authorized Dealer’s consent to any Benchmade-affiliated company or to any entity to which Benchmade sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products. This Agreement is intended for the benefit of the Parties and their permitted assigns, and no other person will be entitled to rely upon this Agreement or be entitled to any benefits under this Agreement.
5. Entire Agreement. This Agreement, the Terms and their attachments, if any, constitute the entire agreement between the Parties regarding the contemplated transactions and supersedes all prior agreements and understandings between the Parties relating to the sale of the Products online.
6. Construction. The descriptive headings and sections of this Agreement are inserted for convenience only, and shall not control or affect the meaning or construction of any of the provisions hereof. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same will not apply a presumption that the terms hereof will be more strictly construed against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party who itself or through its agent prepared the same, it being agreed that all Parties, directly or through their agents, have participated in the preparation or negotiation hereof.
7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
8. Governing Law. The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of State of Oregon without regard to its choice of law rules.
9. Confidentiality. This Agreement, and its attachments or exhibits or amendments, if any, constitute confidential, proprietary information of Benchmade and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Benchmade.
10. Survival. The following provisions shall survive the termination of this Agreement: Section 7 (Intellectual Property); Section 11 (Indemnification); Section 12(h) (Governing Law); Section 12(i) (Confidentiality); Section 12(j) (Survival); Section 12(k) (Dispute Resolution) and Section 12(l) (Waiver of Jury Trial).
11. Dispute Resolution. In the event of a dispute over the terms or performance under this Agreement, the Parties expressly submit to personal jurisdiction and venue in the federal or state courts of record in Clackamas County, Oregon. In the event of a breach or threatened breach of this Agreement by Authorized Dealer, Authorized Dealer is responsible for Benchmade’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.
12. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.