2019 Jackson Kayak ("JK") Dealer Agreement - Blue Sky Boatworks
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2019 Jackson Kayak (“JK”) Dealer Agreement
See attached Program Terms and Details document for dealer sales programs,
qualifications, discounts and important additional terms (“Program Terms”). Note that
sometimes we use “JK,” “we,” “us” or “our” to refer to JK, and we use “you,” “your” or
“dealer” to refer to the company executing this Dealer Agreement.
Jackson Kayak promises to use commercially reasonable efforts to:
1. Develop demand for the JK brand through PR, website, and marketing materials,
and maintain factory and regional teams (that purchase kayaks directly from JK)
to assist us in identifying product improvements, develop JK brand awareness,
product training and help at events.
2. Not require dealers to stock large numbers of any model.
3. Have customer service available via phone or email Mon. – Fri. on normal
business days from 8 am to 5 pm CT.
4. Make available to each dealer, at reasonable prices, spare parts required to
perform on-site fixes.
General
1. Please read the Program Terms attached to this Dealer Agreement. The Program
Terms form a part of this Dealer Agreement and they are incorporated into this
Dealer Agreement, and they apply to you as a JK dealer.
2. All returns must be approved in advance in writing (which may be by email), and
a restocking fee of 15% will apply. You’ll be responsible for shipping costs on the
returns. We’ll credit your account or future invoices for the amount of all proper
returns (less the restocking fee).
3. Expect that JK will ship demos, instructional, liveries, local heroes, STAR and Pro
Employee boats from our “blemished” stock and that they will be marked as
“Blem”.
4. If at any time any of your invoices become 30 days or more past due, all
outstanding invoices become immediately due and payable and are no longer
eligible for discounts. Late balances will accrue interest at a rate of 1.5% per
1
month, and will incur an additional 5% late fee if they reach 60 days late (if either
fee exceeds the maximum amount permitted by law, the maximum fee
permitted by law will apply). Dealer agrees to pay all invoices, interest and late
fees, and will be responsible for all JK collection costs and fees (including but not
limited to reasonable attorney fees and costs). We reserve the right to limit or
eliminate any credit we’re providing to you, in which case you’ll need to prepay
orders.
5. We incur significant credit card fees of 3.0%+. To help us continue to offer
extended terms and discounts, please consider paying by check or wire transfer.
We will be happy to pay your postage, overnight or wire transfer fees. We
charge a 2.5% convenience fee to offset a portion of our credit card fees.
6. See “Shipping Rates” document provided by JK along with this Dealer
Agreement for freight charges. Please inspect all shipments upon receipt for
damage and sign Bill of Lading accordingly. You must notify us of any defects or
damage within 15 days; otherwise, the shipment will be considered to be without
defect or damage. If you are unable to inspect for some reason, please notate
that on the Bill of Lading.
7. This agreement may be terminated at any time with 30 days’ prior written notice
by either party. Upon termination of this Agreement, your rights under this Dealer
Agreement will terminate, so you’ll need to immediately remove and stop using
displays, signs and other materials containing references to the JK trademarks,
and representing that you are a JK dealer. Also, you’ll need to pay us within thirty
(30) days after termination all monies owed to JK. Your payment obligations will
survive any termination of this Dealer Agreement.
8. Within 30 days after notice of termination of this agreement by either party, JK
may elect in writing (which may be by email) to repurchase your inventory of JK
products at the wholesale price paid by you, less a 15% restocking fee (but we’ll
pay for the associated transportation cost), in which case you agree to sell and
deliver to us all repurchased products, free and clear of any liens, and
undamaged. As long as you are in compliance with this Dealer Agreement at
the time of termination, you can sell any inventory we don’t elect to repurchase,
but you may only use JK trademarks and brand names to the extent absolutely
2necessary to accurately identify the products (no use in promotional, advertising
or marketing materials). This provision will survive any termination of this Dealer
Agreement.
9. Grant of Security Interest
To secure payment and performance of all obligations Debtor hereby grants to
Secured Party a continuing purchase money security interest in all inventory,
equipment, and goods including all embedded and non-embedded software
manufactured by or distributed by Secured Party, whenever sold, consigned or
delivered, directly or indirectly, to or for the benefit of Debtor by Secured Party,
wherever located, now owned and hereafter acquired including but not limited
to all products bearing the Jackson Kayak, Blue Sky Boatworks, and Orion
Coolers brands, and all accessions and products; and accessories, supplies and
parts including repossessions and returns; and all proceeds from the sale thereof;
all documents including books and records; and all existing or subsequently
arising, accounts and accounts receivable, and supporting obligations which
may from time to time hereafter come into existence during the term of this
Security Agreement. Secured Party’s purchase money security interest is
explicitly limited to outstanding obligations between Secured Party and
Debtor. The term “Obligations” as used in this Agreement shall mean and
include all indebtedness, liabilities and obligations, liabilities and obligations of
any nature, however arising whether monetary or otherwise, now existing or
hereafter arising in favor of Secured Party, including any attorney’s fees and
expenses to which Secured Party may be entitled as further provided in this
Agreement. The following constitute Customer defaults: Non-payment in timely
fashion of Customer’s indebtedness to Jackson Kayak, bankruptcy, insolvency, or
assignment for the benefit of creditors; misrepresentation in respect of any
provision of this or any Agreement between Jackson Kayak, and Customer. In
the event of default Jackson Kayak may declare all unpaid balances
due. Customer authorizes Secured Party to file a financing statement describing
the collateral. In addition, Jackson Kayak hereby notifies its authorization for
Secured Party to have filed in any jurisdiction any financing statements or
amendments thereto if filed prior to the date hereof. Applicant authorizes
3Secured Party to file a Uniform Commercial Code (the “UCC”) Financing
Statements in the filing office of any jurisdiction(s) Secured Party deems to be
appropriate pursuant to the UCC. Debtor waives its right to receive a verification
statement evidencing the registration of a UCC/PPSA Financing Statement or
UCC/PPSA Change Statement.
2 V2
4Storefront and Internet Policy
1. Each dealer retail location where Jackson Kayak product is for sale must be
approved in writing by JK.
2. Each dealer website where Jackson Kayak product is for sale must be approved
in writing by JK. Unless we notify you otherwise, a dealer’s website domain name
which includes the dealer’s approved Storefront brand name, is considered
approved.
Jackson Kayak Branding & Minimum Advertised Pricing
1. Subject to your compliance with this Dealer Agreement, JK is granting you a non-
exclusive, non-transferrable license to use the JK trademarks solely for the
purposes of promoting, advertising and selling the JK products associated with
the dealer program(s) selected by you below. So that we can protect our brand,
you’ll need to follow some basic rules of the road around our branding.
2. You’ll need to comply with all trademark usage guidelines issued by JK from time
to time. JK will continue to own all JK trademarks. All uses of the JK trademarks,
and all goodwill associated therewith, will inure solely to the benefit of JK. You’re
not permitted to combine the JK trademarks with any other trademarks (unless
we approve it in writing).
3. JK desires to protect its high-quality brand image. Using our trademarks or
product brand names in advertisements with reduced prices harms that high-
quality brand image. Instead, as an important part of maintaining our brand
image, we expect JK dealers to help promote our brand based on the merits of
our product and their business.
4. It’s up to you to decide what price you will charge your customers for JK
products. However, no price less than current model year MSRP may be
presented in any form of advertising accompanied by any Jackson Kayak
trademark or product brand name (this includes mention of free or discounted
freight, or free or discounted sales tax). For purposes of this Section 4, in-store
signage, responses to direct customer requests and noting on your Website that
customers can call or email for a price are not considered advertising.
55. You also may not use any JK trademarks or product brand names in
advertisements of storewide sales or department sales. Prohibited advertisements
under this policy include store wide listings such as “All boats on sale, including
Jackson Kayaks” or including our logo or name on the same page as an “All
boats on sale” type of notice.
6. You may not use JK trademarks or product brand names in any advertisement
for products as part of “packages” or “bundles” with other products to make a
reduced price package deal. Prohibited advertisements under this policy
include, for example: “free paddle with the purchase of a Jackson Kayak”,
“$100.00 off any accessory when you buy a Jackson Kayak”, “15% off any
accessory when you buy a Jackson Kayak”.
7. The minimum amount for freight that may be advertised along with a JK
trademark or product brand name on the Internet is $99 per Whitewater; $149
per Fishing, Recreation, Touring; or $299 per BSB.
8. Periodically, at season’s end or otherwise, we may permit advertising a reduced
price of specifically listed JK product using a JK trademark or product brand
name. If we decide to do that, we’ll inform you of the products and the minimum
advertised prices that will apply to those products.
9. In the event we believe you are using our trademarks or product brand names in
advertising in violation of this Dealer Agreement, JK may immediately suspend
your license to use JK trademarks and brand names. If we notify you of a
suspension, you will no longer be permitted to display or use our trademarks or
product brand names in any way unless and until we notify you otherwise.
10. Used product is exempt from the foregoing minimum advertising pricing
requirements.
Standard Dealer Program - see Program Terms.
Preferred Whitewater Dealer Program: Preferred Dealers will “frontline” the
placement, promotion and advertisement of Jackson Kayak as their “preferred” brand,
while Jackson Kayak will not designate another JK dealer within approximately 120
miles of the dealer’s store.
61. We provide competitive programs as defined in the Program Terms.
2. In addition to the Program Terms, requirements for a Preferred Dealer are:
a. Each Jackson Kayak model must be prominently displayed, front and center
in your store for the entire kayak sales season.
b. The retail boats serve as display models. You can sell the display models at
any time. Just order a replacement so the entire Jackson Kayak line remains
on display at all times during your primary sales season.
c. Please sell demos that are in poor condition or that don’t reflect the current
outfitting during the season and replace with a new demo.
d. Each dealer must stay current with JK invoices. See Program Terms.
3. We may, in our sole discretion, provide you a 12% commission credit on all sales
we make to unaffiliated Institutional/livery programs within the area generally
served by your store (see Institutional Program information below). We’ll apply
credits to your future invoices.
4. As long as you remain a preferred dealer in good standing with us, we will not
designate another JK dealer in 2019 within approximately 120 miles of your store,
unless otherwise agreed upon in writing (which may be by email).
Preferred, Preferred Plus and Elite Recreation, Touring and Fishing Dealer
Programs - same as Preferred Whitewater Program except:
1. For Recreation and Touring Preferred, Preferred Plus and Elite dealers, we won’t
designate another JK dealer in 2019 within approximately 40 miles of your store,
unless otherwise agreed upon in writing (which may be by email).
2. See Program Terms for additional qualification requirements and sales discounts
and terms.
Preferred and Preferred Plus Fishing Dealer Program - same as Preferred
Recreation, Touring and Fishing Program except:
1. Fishing dealer territory is not protected during the 2019 season.
2. See Program Terms for additional qualification requirements and sales discounts
and terms.
7On behalf of the company listed below, I acknowledge receipt of the Program Terms
and I agree to the terms of this Dealer Agreement as a (PLEASE CHECK ALL THAT APPLY
and sign below):
Fishing Whitewater Exploration/Rec Blue Sky Boatworks Orion Coolers Orion Kennels
Please sign and return this form to the below address, fax or email:
Jackson Kayak
3300 McMinnville Hwy.
Sparta, TN 38583
Fax: 931-738-2668
dkoehler@jacksonkayak.com
8Thank you for your interest in Jackson Kayak. We will review your application and notify
you by email (to the owner listed below) if your application is accepted. This Dealer
Agreement will be effective as of the date it is countersigned by an authorized
JK representative.
Signature ____________________________________________
Date ________________________________________________
Company
_____________________________________________________________________________________
Position
_____________________________________________________________________________________
Company Address
__________________________________________________________________________________
Storefront address, if different
_________________________________________________________________________
Additional locations, if any
___________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
List employees authorized to place orders or specify “any”
__________________________________________________
Buyer name and email
_______________________________________________________________________________
Owner name and email
_______________________________________________________________________________
9To Be Completed by Jackson Kayak Representative
By: _________________________________
Name & Title: _____________________________
Date: ________________________________
Dealer Name & State: _________________________________
Standard Preferred Preferred Plus Elite
Notes: ___________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
Program Terms - (see attached)
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