Derwent Authorised 3rd Party Online Recognised Reseller Policy

Effective Date: November 1st 2023

This Derwent Authorised 3rd Party Online Recognised Reseller Policy (“3rd Party Online Reseller Policy”) applies to Authorised 3rd Party Online Resellers of Derwent products (“Product(s)”) in the United Kingdom. By purchasing Products from Derwent or a nominated UK & Ire Derwent distributor for retail sale, you (“3rd Party Online Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Derwent in Derwent’s sole and absolute discretion, 3rd Party Online Reseller shall be considered an “Authorised 3rd Party Online Reseller” hereunder. Derwent may review 3rd Party Online Reseller’s activities for compliance with this 3rd Party Online Reseller Policy, and 3rd Party Online Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of 3rd Party Online Reseller’s facility and records related to the sale of the Products.

1. Authorised Location and Customers. 3rd Party Online Reseller is Authorised to sell Products only to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. 3rd Party Online Reseller shall not sell or transfer Products to any person or entity 3rd Party Online Reseller knows or has reason to know intends to resell the Products. 3rd Party Online Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. 3rd Party Online Reseller shall not sell, ship, invoice, or promote the Products outside the United Kingdom.

2. Online Sales. 3rd Party Online Reseller shall not advertise or sell Products on or through any website, online marketplace, mobile application, or other online forum without the prior written consent of Derwent, granted through execution of the Derwent Authorised 3rd Party Online Reseller Policy. The terms of this 3rd Party Online Reseller Policy supersede any prior agreement between Derwent and 3rd Party Online Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorisation previously granted to 3rd Party Online Reseller by Derwent to sell the Products on or through a website, mobile application, or other online forum is hereby revoked.

3. Sales Practices.

(a) 3rd Party Online Reseller must also maintain a physical (“brick and mortar”) retail store which projects an image consistent with the Derwent brand and provides a venue where customer may receive product guidance from a knowledgeable sales staff.

(b) 3rd Party Online Reseller shall hold a minimum of 90 days of inventory.

(c) 3rd Party Online Reseller shall stock and actively sell >50% of our range, which must all be sold in accordance with legitimate ACCO SKUs (or ASINs).

(d) 3rd Party Online Reseller shall comply with the Derwent brand standards and guidelines.

(e) 3rd Party Online Reseller shall have an approved credit rating.

(f) 3rd Party Online Reseller shall declare their legitimate source of supply and only purchase inventory in the United Kingdom.

(g) 3rd Party Online Reseller shall not sell outside of the United Kingdom.

(h) 3rd Party Online Reseller shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.

(i) 3rd Party Online Reseller shall not make any warranties or representations concerning the Products except as expressed or authorised by Derwent.

(j) 3rd Party Online Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.

(k) 3rd Party Online Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Derwent.

4. Product Care, Customer Service, and Other Quality Controls.

(a) 3rd Party Online Reseller shall comply with all instructions provided by Derwent regarding the storage, handling, shipping, disposal, or other aspect of the Products, including, instructions provided on Product labels, as may be amended by Derwent from time to time.

(b) 3rd Party Online Reseller shall sell Products in their original packaging. Relabelling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.

(c) 3rd Party Online Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.

(d) 3rd Party Online Reseller shall not alter or dilute Products.

(e) 3rd Party Online Reseller shall not represent or advertise any Product as “new” that has been returned open or repackaged.

(f) 3rd Party Online Reseller and its employees 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, or return policy.

(g) 3rd Party Online Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavour to respond to customer inquiries promptly.

(h) 3rd Party Online Reseller shall cooperate with Derwent with respect to any Product tracking systems that may be implemented from time to time.

(i) 3rd Party Online Reseller shall cooperate with Derwent with respect to any Product recall or other consumer safety information dissemination efforts.

(j) 3rd Party Online Reseller shall report to Derwent any customer complaint or adverse claim regarding the Products of which it becomes aware.

(k) 3rd Party Online Reseller shall assist Derwent in investigating any such complaints or adverse claims.

(l) 3rd Party Online Reseller shall cooperate with Derwent in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. 3rd Party Online Reseller acknowledges and agrees that Derwent owns all proprietary rights in and to the Derwent brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Derwent IP”). 3rd Party Online Reseller shall not create, register, or use any domain name or any mobile application that contains any Derwent product name or any trademark owned by or licensed to Derwent, nor a misspelling or confusingly similar variation of any Derwent product name or any trademark owned by or licensed to Derwent.

6. Termination. Derwent reserves the right to terminate 3rd Party Online Reseller’s status as an Authorised 3rd Party Online Reseller with written or electronic notice. Upon termination of a 3rd Party Online Reseller’s status as an Authorised 3rd Party Online Reseller, 3rd Party Online Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that 3rd Party Online Reseller is an Authorised 3rd Party Online Reseller of Derwent Products or has any affiliation whatsoever with Derwent; and (iii) using all Derwent IP.

7. Modification. Derwent reserves the right to update, amend, or modify this 3rd Party Online Reseller Policy with written or electronic notice. Unless otherwise provided, such amendments will take effect immediately and 3rd Party Online Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Derwent IP, or use of any other information or materials provided by Derwent to 3rd Party Online Reseller following notice of the amendments will be deemed 3rd Party Online Reseller’s acceptance of the amendments.

8. Confidentiality. This 3rd Party Online Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Derwent and shall not be used for any purpose other than the authorised advertising and sale of the Products nor disclosed to any third party without the prior written consent of Derwent.