Walker Tape Customer Terms & Conditions

For purposes of these Terms & Conditions, “Supplier” refers to Walker Tape Co., Inc., a Utah corporation with offices at 9312 S. Prosperity Rd., West Jordan, Utah, 84081 USA.

By checking the boxes below, you (“Distributor”) acknowledge and agree to these Terms & Conditions (“Agreement”) governing your purchase, resale, and distribution of Products from the Walker Tape Catalog (“Products”).

APPOINTMENT

Supplier appoints Distributor as a non-exclusive distributor of Products, and Distributor accepts this appointment in accordance with these Terms & Conditions.

GENERAL OPERATING REQUIREMENTS

Distributor shall operate in a commercially responsible and professional manner, including:

• Maintaining adequate facilities, inventory, and personnel
• Complying with all applicable laws related to product safety, advertising, labeling, importation, and resale
• Bearing all costs of operation, including staffing, marketing, compliance, and regulatory obligations
• Not selling Products below Supplier’s lowest listed wholesale price unless prior written approval is obtained

Distributor acknowledges that Supplier is under no obligation to continue selling Products.

ORDERS AND DELIVERY

Orders may be placed through Supplier’s approved methods and are subject to acceptance by Supplier. Shipping terms are DAP when Supplier arranges shipping and EXW when Distributor arranges shipping. Distributor shall not modify shipping documents provided by Supplier.

PRICING AND PAYMENT

All prices are in U.S. Dollars, due in full prior to shipment, and exclude freight, duties, taxes, and other charges unless agreed in writing. Supplier may adjust pricing at any time without prior notice. Distributor shall maintain confidentiality of all pricing, discount structures, rebate terms, or other commercial terms offered by Supplier.

Supplier reserves the right to request records to verify compliance with pricing or sales terms.

COMPLIANCE AND REGULATORY REQUIREMENTS

Distributor shall:

• Obtain and maintain all necessary licenses, permits, and product registrations
• Comply with all applicable anti-bribery, export control, data protection, and consumer protection laws, including the U.S. FCPA
• Provide records, marketing materials, resale channel information, or other documentation reasonably requested by Supplier to verify compliance
• Promptly correct or report any errors or omissions in disclosures of sales channels, e-commerce listings, or exports

INTELLECTUAL PROPERTY AND BRAND PROTECTION

Supplier retains all rights, title, and interest in its trademarks, logos, trade names, packaging designs, marketing content, and other proprietary materials (“Supplier IP”). Distributor is granted a limited, non-exclusive, non-transferable license to use Supplier IP solely to promote and sell Products in accordance with Supplier’s brand guidelines.

Distributor shall not:

• Sublicense, reproduce, modify, repackage, convert, alter, or otherwise modify Products and continue to market or sell them using Supplier IP
• Use Supplier IP in domain names, corporate names, or unauthorized materials
• Register or attempt to register any trademarks, trade names, logos, or other intellectual property of Supplier
• Manufacture, distribute, or sell counterfeit Products

Distributor shall promptly notify Supplier of suspected infringement, counterfeiting, or unfair competition and cooperate fully in enforcement efforts. Upon cessation of sales or termination, Distributor shall immediately cease all use of Supplier IP except as necessary to sell remaining inventory purchased under this Agreement.

SUB-DISTRIBUTOR DISCLOSURE OBLIGATIONS

Distributor acknowledges that the license granted to use Supplier IP is limited, non-transferable, and only extends to sub-distributors approved or disclosed to Supplier. Distributor must disclose all resale channels, including sub-distributors, e-commerce platforms, and export markets to Supplier.

Failure to disclose may result in:

• Sub-distributors being denied a license to Supplier IP, suspension of sales rights, or takedown of listings
• Delayed or stopped shipments of legitimate product at customs
• Removal of online listings for counterfeiting, even for Products legitimately purchased from Supplier

SALES AND EXPORT DISCLOSURES

Distributor shall disclose all:

• E-commerce platforms where Products are offered and the business name(s) used
• Customers and sub-distributors, including whether they resell Products online
• Countries to which Products are exported or sold

Distributor shall not:

• Resell Products online, to resellers, or outside the country without disclosure
• Place Products on the market in undisclosed countries or channels
• Fail to provide accurate disclosures

Failure to comply will result in suspended access to Products and/or enforcement action if disclosures are incomplete or false.

CONFIDENTIALITY

Distributor shall maintain the confidentiality of all non-public, proprietary, or technical information disclosed by Supplier. This obligation survives any cessation of sales or purchases.

LIMITATION OF LIABILITY / DAMAGES

Certain breaches, including misuse of Supplier IP, may result in damages that are difficult to quantify. Distributor shall be liable for all direct, indirect, consequential, incidental, or punitive damages allowed by law. Distributor also indemnifies Supplier for claims arising from Distributor’s resale activities.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of Utah, and all disputes shall be resolved by binding arbitration under the American Arbitration Association (AAA), conducted in English, seated in Salt Lake City, Utah.

Important Notice

Supplier may refuse to sell Products at any time for any reason. Distributor obligations regarding intellectual property, sub-distributor disclosures, confidentiality, compliance, and other protections survive indefinitely with respect to Products purchased or used under these Terms.

Acceptance and Disclosures

Do you resell Products online?

Do you sell Products to companies that resell them?

Do you resell Products outside your country?

☐ I agree to all Terms & Conditions outlined above, including all obligations, responsibilities, compliance, IP, sub-distributor disclosures, confidentiality, indemnification, dispute resolution, and all other provisions.