Retailer Service Requirements (Without Service)

1.1   Retailer shall ensure its Employees and Contractors, as defined in the Sales Agreement (“Agreement”) between Kirby Opco, LLC, d/b/a The Kirby Company (the “Company”) and Retailer, treat prospective and current customers of the Products, as defined in the Agreement, with the utmost respect and professionalism.

1.2   Retailer and its Employees and Contractors shall diligently assist customers in their use of the Products and perform such additional customer service as good salesmanship requires and as the Company may reasonably request.

1.3   Retailer and its Employees and Contractors will be conversant with the Products and similar goods in general, so as to be able to explain the Products in detail to customers and prospective customers.  Retailer and its Employees and Contractors will conduct themselves in a manner that reflects on the good name, goodwill, and reputation of the Company.

1.4   Retailer shall not, directly or indirectly, promote; assemble, fabricate, or otherwise manufacture; cause to be assembled, fabricated, or otherwise manufactured; buy; or offer for sale any goods that are non-genuine Kirby® goods.  If Retailer promotes; carries in stock; offers for sale; or otherwise uses any non-genuine Kirby® goods, Retailer will face immediate consequences, up to and including the termination of the Agreement, and also be liable to the Company for all damages including, but not limited to, loss of revenue, assumed damage to the Kirby® brand, and all associated legal and collection costs. 

1.5   Retailer must sell genuine Products only. 

1.6   Retailer may resell the Products online through its own e-commerce website.  Retailer may not resell the Products on marketplace websites (e.g., Amazon, Walmart, eBay, etc.) without approval from the Company.  Retailer is not authorized to sell the Products, directly or indirectly, at what Retailer knows or has reason to believe is at the wholesale level; sales of the Products are to be made to consumer end-users.  

1.7   Retailer may not promote or offer or sell any Products: (i) if the name or serial number of that Product has been removed, defaced, covered, destroyed, or otherwise altered, or (ii) if Retailer suspects, knows, or reasonably should know that the sale will lead to the removal, defacement, covering, alteration, or destruction of any serial number.  Retailer shall not in any way change, alter, participate in any change or alteration of, or reverse engineer any Products.

1.8   Retailer will resell the Products with all packaging and materials provided by the Company included.

1.9   Retailer is free to determine its own resale prices for the Products, provided, however, that Retailer’s failure to comply with the advertising guidelines set forth in the Company’s Minimum Advertised Price Policy (“MAP Policy”) may result in the termination of the Agreement or other business consequences as outlined in the MAP Policy.