Terms and Conditions

Terms and Conditions for the Online Sale of ZWILLING PRODUCTS

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR ZWILLING PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN ZWILLING PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH ZWILLING J.A. HENCKELS, LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the purchase and sale of products through wholesale.zwilling.com (the “Site”). These Terms are subject to change by Zwilling J.A. Henckels, LLC (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use (Please refer to: https://www.zwilling.com/us/customer-service/terms-conditions/terms.html) that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (Please refer to: https://www.zwilling.com/us/customer-service/privacy-security/privacy-policy.html).

Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered[1] . Acceptance of your order and the formation of the contract of sale between Zwilling J.A. Henckels LLC and you will not take place unless and until you have received your order confirmation email. Please refer to our cancellation policy at https://www.zwilling.com/us/returns-cancellation.html.
Prices and Payment Terms.

(a) All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

(b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order[2] . We accept of numerous payment options for your online order including American Express, MasterCard, Visa, Discover, and PayPal for all purchases. You represent and warrant that (i) the credit card or payment account information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card or payment account for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Shipments; Delivery; Title and Risk of Loss. We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Title and risk of loss pass to you upon delivery to a carrier for transportation. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
Returns and Refunds. Please refer to our returns and refund policy at https://www.zwilling.com/us/returns-cancellation.html.
LIMITED WARRANTY. THE LIMITED WARRANTIES APPLICABLE TO PRODUCTS PURCHASED FROM OUR SITE ARE DETAILED IN OUR LIMITED CONSUMER WARRANTY, AT https://www.zwilling.com/us/warranty.html AND IN THE DOCUMENTATION WE PROVIDE WITH OUR PRODUCTS (the “Limited Warranty Policy”).

THE REMEDIES DESCRIBED IN THE LIMITED WARRANTY POLICY ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification. You shall indemnify, defend and hold harmless us and our officers, directors, employees, agents, affiliates, successors and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out or resulting from any third party claim alleging: (a) any negligent or more culpable act or omission of you or your personnel (to the extent applicable) including any recklessness or willful misconduct; (b) any bodily injury, death of any person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of you or your personnel (to the extent applicable); (c) any failure by you or your personnel to comply with any applicable laws; and/or (d) any claim of Losses associated in any way with your failure to properly use or maintain the products.
. You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export.
Force Majeure. We shall be liable or responsible to you, nor be deemed to have defaulted under these Terms, for any failure or delay in fulfilling or performing any term of these terms, when and to the extent such failure or delay is caused by or results from acts beyond our control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond our reasonable control.
Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Dispute Resolution and Binding Arbitration.

(a) YOU AND ZWILLING J.A HENCKELS, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 10. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(c) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR ZWILLING J.A. HENCKELS, LLC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

Miscellaneous. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Zwilling J.A. Henckels, LLC. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

ZWILLING J.A. HENCKELS, LLC UNITED STATES MINIMUM ADVERTISED PRICE POLICY

Effective: June 16, 2021

Zwilling J.A. Henckels, LLC (“Zwilling”) has determined that certain advertising practices undermine Zwilling’s trade reputation, brands, and premium image within the target consumer population, and discourage Zwilling’s resellers from investing in the Zwilling family of brands and providing the best possible service and support to consumers. Accordingly, to protect the integrity of the Zwilling brands, Zwilling has adopted this unilateral Minimum Advertised Price Policy (the “Policy”), which applies to all authorized resellers of Zwilling Products in the United States of America.

The Policy applies to advertisements of STAUB®, MIYABI®, DEMEYERE®, HENCKELS®, BALLARINI®, and ZWILLING® products (“Covered Products”). Zwilling is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and communicating the MAP to all resellers. The MAP for each Covered Product can be found in the attached price list. Zwilling reserves the right to amend its price list and the MAP for any Covered Product in its sole discretion at any time.

While resellers remain free to advertise and sell all Zwilling Products (including Covered Products) at any price they deem appropriate, it is a violation of this Policy for a reseller to advertise any Covered Product at a price lower than the MAP. Such advertisements include, but are not limited to:

i. Advertising or promoting coupons, discounts, reseller rebates, or other inducements that, when applied, result in a price lower than the MAP, including through use of a storewide sale, storewide coupons, promotional code, or other similar provision that can be applied to Covered Products.

ii. Bundling Covered Products with other products or services (whether made by or provided by Zwilling or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product.

iii. Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest that a lower price for a Covered Product may be found at the final online checkout stage.

iv. Permitting any third party to alter the advertised price for any Covered Product.

Direct or indirect attempts to circumvent this Policy also violate this Policy; however, it is not a violation to advertise that a customer may “call for price,” “text for price,” or “email for price” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.

For purposes of this Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed via any type of media, including, but not limited to, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage (except signs displayed within a brick-and-mortar selling location), websites, blogs, social media, affiliate marketing networks/comparison shopping engines, reseller-initiated text messages or emails to customers or prospective customers, mobile/smart phone applications, banner ads, online product ads, paid search ads, pay-per-click ads, display ads, mobile ads, product listing ads, sponsored links, ads in any other media in a digital format that is communicated or conveyed via the Internet, and any other marketing or promotional materials, whether displayed online or through broadcast or other media.

Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines, and not displayed on search page results within the reseller’s own website.

From time to time, Zwilling may announce MAP holidays or promotions that are applicable to all resellers in its sole discretion and not by request, during which periods a reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Zwilling will notify all resellers of any such authorized promotions, generally not fewer than 30 days in advance.

Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category.

This Policy does not constitute an agreement between Zwilling and any other entity. Zwilling neither solicits nor will it accept any assurance of compliance with this Policy from any reseller or other party. Any separate agreements with Zwilling requiring compliance with Zwilling policies or similar documents expressly does not cover this Policy. Each reseller must independently choose whether to comply with the terms of this Policy. This Policy is not negotiable and will not be altered for any individual reseller. This Policy applies only to advertised prices and does not affect the prices that a reseller may charge for Zwilling Products, including the Covered Products.

NON-COMPLIANCE

Zwilling will take the following actions against any reseller that fails to comply with this Policy with respect to the advertisement of any Covered Product:

i. For a reseller’s first violation of the Policy, Zwilling will notify the reseller in writing of such failure. If a reseller’s first violation of the Policy continues for seven (7) days, it will be considered a second violation of the Policy.

ii. For a reseller’s second violation of the Policy within a twelve (12) month period, Zwilling will notify the reseller in writing of such failure and will immediately withhold shipping of the violating SKU to reseller for thirty (30) days, and if the reseller purchases Covered Products through a distributor, Zwilling shall inform the distributor that the reseller is prohibited from purchasing the violating SKU for thirty (30) days. If a reseller’s second violation of the Policy continues for seven (7) days, it will be considered a third violation of the Policy.

iii. For a reseller’s third violation of the Policy within a twelve (12) month period, Zwilling will notify the reseller in writing of such failure and will immediately withhold shipping of the violating SKU to reseller for ninety (90) days, and if the reseller purchases Covered Products through a distributor, Zwilling shall inform the distributor that the reseller is prohibited from purchasing the violating SKU for ninety (90) days. If a reseller’s third violation of the Policy continues for seven (7) days, it will be considered a fourth violation of the Policy

iv. For a reseller’s fourth violation of the Policy, Zwilling will revoke the reseller’s “authorized” status and inform Zwilling’s distributors of the same. If the reseller purchases directly from Zwilling, Zwilling shall terminate its business relationship with the reseller and revoke its acceptance of any pending orders and cancel any pending shipments to the reseller.

The Policy will be enforced by Zwilling without notice. Violations of the Policy will be determined by Zwilling in its sole discretion without any opportunity for a Reseller to appeal. Resellers have no right to enforce the Policy or challenge any decisions by Zwilling.

POLICY ADMINISTRATION

Zwilling may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion. Zwilling shall make any such modifications applicable to all authorized resellers. If Zwilling changes the MAP on any Covered Product, it will provide at least fourteen (14) days’ notice to resellers before such change takes effect.

No Zwilling employee or agent, including a reseller’s sales representative, is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to this Policy; or otherwise discuss any aspect of this Policy with any reseller, including that reseller’s or any other reseller’s compliance with the terms of the Policy. Any questions about this Policy should be submitted in writing and directed to Zwilling’s MAP Policy Administrator at MAP@zwillingus.com. Zwilling will accept no other form of communication from resellers regarding the Policy.

This Policy is effective June 16, 2021 and supersedes all prior Zwilling statements (written or oral), policies and/or representations regarding minimum advertised prices or resale prices for the Covered Products applicable to any reseller. To the extent that any provision, term, or agreement governing the relationship between Zwilling and any reseller may be construed in a manner that is inconsistent with the terms of this Policy, the terms of this Policy control.

ZWILLING J.A. HENCKELS, LLC AUTHORIZED RETAILER POLICY

Effective Date: June 16, 2021

This Zwilling J.A. Henckels, LLC Authorized Retailer Policy (“Retailer Policy”) is issued by Zwilling J.A. Henckels, LLC (“Zwilling”) and applies to Authorized Retailers of Zwilling products, including, but not limited to ZWILLING®, MIYABI®, BSF®, STAUB®, BALLARINI®, DEMEYERE®, HENCKELS®, KRAMER by ZWILLING®, and FONTIGNAC® branded products (collectively, “Product(s)”), in the United States of America. By purchasing Products from Zwilling for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and Zwilling. Until such status is otherwise revoked by Zwilling, in Zwilling’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder. Zwilling may review Retailer’s activities for compliance with this Retailer Policy and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.

1. Authorized Customers. Retailer is authorized to sell Products only to End Users and Business End Users. Zwilling may in its sole discretion sell the Products to any other person or entity, including resellers, retailers, Business End Users and End Users in and outside the United States of America. 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. A “Business End User” is an individual or entity that intends to use the Products as part of business operations, and does not intend to resell the Products to any third party. Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell or transfer a quantity of the Products to any individual or entity greater than that typically purchased for personal or commercial use. Retailer shall not sell, ship, invoice, or promote the Products outside the United States of America without Zwilling’s prior express written consent by an authorized officer.

2. Online Sales. Retailer is authorized 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:

(i) is operated by Retailer in Retailer’s legal name or registered fictitious name;

(ii) conspicuously states Retailer’s legal name, mailing address, telephone number, and email address;

(iii) does not give the appearance that it is operated by, owned by, licensed by, or approved by, Zwilling, any affiliate of Zwilling, or any third party; and

(iv) is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as Zwilling may amend from time to time.

Retailer shall not advertise or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Zwilling. Zwilling reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between Zwilling and Retailer regarding the sale of the Products online.

3. Sales Practices. Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, illegal, infringing, or unethical practices or advertising at any time. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Zwilling. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Zwilling.

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

(a) Retailer shall comply with all instructions provided by Zwilling regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels or set forth in the Product Quality Guidelines attached hereto as Exhibit B, as may be amended by Zwilling from time to time.

(b) Retailer 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 ZWILLING J.A. HENCKELS LLC 270 Marble Avenue | Pleasantville, New York 10570 Tel +(914)747-0300 | Fax +(914)747-1850 www.zwilling.com/us/ Zwilling J.A. Henckels, LLC Authorized Retailer Policy 2 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 or dilute Products.

(d) Promptly upon receipt of the Products, Retailer shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Retailer must not offer the Product for sale and must promptly report the Defect to Zwilling at quality@zwillingus.com.

(e) Retailer 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. Retailer 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.

(f) Retailer shall cooperate with Zwilling with respect to any Product tracking systems that may be implemented from time to time.

(g) Retailer shall cooperate with Zwilling with respect to any Product recall or other consumer safety information dissemination efforts.

(h) Retailer shall report to Zwilling any customer complaint or adverse claim regarding the Products of which it becomes aware. Retailer shall assist Zwilling in investigating any such complaints or adverse claims.

(i) Retailer shall cooperate with Zwilling in the investigation and resolution of any quality or customer service issues related to Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. Retailer acknowledges and agrees that Zwilling or its licensors own all proprietary rights in and to the Zwilling brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Zwilling IP”). Retailer is granted a limited, non-exclusive, nontransferable, revocable license to use the Zwilling IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the Zwilling IP shall inure solely to the benefit of Zwilling or its licensors. Retailer’s use of the Zwilling IP shall be in accordance with any guidelines that may be provided by Zwilling from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. Zwilling reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Zwilling IP at any time, without limitation. Retailer shall not create, register, or use any domain name or any mobile application that contains any Zwilling product name or any trademark owned by or licensed to Zwilling, nor a misspelling or confusingly similar variation of any Zwilling product name or any trademark owned by or licensed to Zwilling.

6. Termination. If Retailer violates this Retailer Policy, Zwilling reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Zwilling Products or has any affiliation whatsoever with Zwilling; and (iii) using all Zwilling IP.

7. Modification. Zwilling reserves the right to update, amend, or modify this Retailer Policy with written or electronic notice. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Zwilling IP, or use of any other information or materials provided by Zwilling to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments. Retailer may not alter this Retailer Policy and no attempt to alter or ZWILLING J.A. HENCKELS LLC 270 Marble Avenue | Pleasantville, New York 10570 Tel +(914)747-0300 | Fax +(914)747-1850 www.zwilling.com/us/ Zwilling J.A. Henckels, LLC Authorized Retailer Policy 3 amend this Retailer Policy, via submission of a purchase order, general terms and conditions, or otherwise, shall be binding on Zwilling without Zwilling’s express written acceptance of the same by an authorized officer of Zwilling. All such other attempts by Retailer to alter or amend this Retailer Policy are rejected and are null and void. 8. Confidentiality. This Retailer Policy, and its attachments, constitute confidential, proprietary information of Zwilling 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 Zwilling.

9. No Franchise or Business Opportunity. Retailer and Zwilling are independent contractors and nothing in this Retailer Policy shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Zwilling and Retailer. Neither Retailer nor Zwilling, by virtue of this Retailer Policy, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other. Retailer assumes responsibility for the actions of its personnel under this Retailer Policy and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Retailer Policy will be accomplished. Except as provided otherwise in this Retailer Policy or in any separate agreement between the parties, Retailer has the sole discretion to determine Retailer's methods of operation, Retailer's accounting practices, the types and amounts of insurance Retailer carries, Retailer's personnel practices, Retailer's advertising and promotion, Retailer's customers, and Retailer's service areas and methods. The relationship created hereby between the Retailer and Zwilling is solely that of supplier and retailer.

EXHIBIT A

ZWILLING J.A. HENCKELS, LLC ONLINE SALES GUIDELINES

Retailer’s approval to advertise and sell Zwilling Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

The Permissible Public Websites must not give the appearance that they are operated, owned, or approved by Zwilling, any Zwilling affiliate, or any third party.
Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
At Zwilling’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
The Permissible Public Websites shall have a mechanism for receiving customer feedback and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) to Zwilling for review upon request. Retailer agrees to cooperate with Zwilling in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews.
The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
Unless separately authorized by Zwilling in writing, Retailer shall not use any third party fulfillment service to store inventory or fulfill orders for the Products.
In marketing the Products on the Permissible Public Websites, Retailer shall only use images of Products either supplied by or authorized by Zwilling and shall keep all Product images and descriptions up to date.

EXHIBIT B

ZWILLING J.A. HENCKELS, LLC PRODUCT QUALITY GUIDELINES

Retailer shall adhere to the following additional storage and quality guidelines for the Products:

Inventory of Products shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product.
The Products shall be stored unopened.
The Products shall be kept out of direct sunlight and not stored in temperatures below 32° (0°C) or above 75° (24°C) for prolonged periods of time.
The Products shall be stored in a low humidity environment where the Products and the Products’ packaging are not susceptible to rust, mold, or mildew.
The Products shall be stored in an environment where the Products’ packaging is not susceptible to soiling, punctures, dents, or other physical damage.
The Products shall be stored in sanitary conditions and away from any volatile chemicals.
Prior to being sold, all Products shall be inspected for any damage or nonconformance, including broken seals, visible soiling, or any other nonconformance.

ZWILLING J.A. HENCKELS, LLC AUTHORIZED REWARDS RETAILER POLICY

Effective Date: June 16, 2021

This Zwilling J.A. Henckels, LLC Authorized Rewards Retailer Policy (“Rewards Retailer Policy”) is issued by Zwilling J.A. Henckels, LLC (“Zwilling”) and applies to Authorized Rewards Retailers of Zwilling products, including, but not limited to ZWILLING®, MIYABI®, BSF®, STAUB®, BALLARINI®, DEMEYERE®, HENCKELS®, KRAMER by ZWILLING®, and FONTIGNAC® branded products (collectively, “Product(s)”), in the United States of America. By purchasing Products from Zwilling for distribution and/or resale in connection with a rewards program to End Users (as hereinafter defined), you (“Rewards Retailer”) agree to adhere to the following terms. This Rewards Retailer Policy supplements any then-current Rewards Retailer agreement between you and Zwilling. Until such status is otherwise revoked by Zwilling, in Zwilling’s sole and absolute discretion, Rewards Retailer shall be considered an “Authorized Rewards Retailer” hereunder. Zwilling may review Rewards Retailer’s activities for compliance with this Rewards Retailer Policy and Rewards Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Rewards Retailer’s facilities and records related to the sale of the Products.

1. Authorized Customers. Rewards Retailer is only authorized to sell and/or distribute Products as part of a company-operated rewards program to End Users or to Authorized Vendors. 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. An “Authorized Vendor” is a business entity who provide the Products to End Users as part of their business operations through the End Users’ redemption of points or accumulated credits. Rewards Retailer shall not sell or transfer Products to any person or entity Rewards Retailer knows or has reason to know intends to resell the Products. Rewards Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Rewards Retailer shall not sell, ship, invoice, or promote the Products outside the United States of America without Zwilling’s prior express written consent by an authorized officer. Zwilling may in its sole discretion sell the Products to any other person or entity, including resellers, retailers, and End Users in and outside the United States of America.

Rewards Retailer shall notify Zwilling at quality@zwillingus.com of all Authorized Vendors and any brands or entities with rewards programs that Rewards Retailer represents or to whom Rewards Retailer sells Products.

2. Online Sales. Rewards Retailer is authorized 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:

(i) is operated by Rewards Retailer in Rewards Retailer’s legal name or registered fictitious name;

(ii) conspicuously states Rewards Retailer’s legal name, mailing address, telephone number, and email address;

(iii) does not give the appearance that it is operated by, owned by, licensed by, or approved by, Zwilling, any affiliate of Zwilling, or any third party; and

(iv) is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as Zwilling may amend from time to time.

Rewards Retailer shall not advertise or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Zwilling. Zwilling reserves the right to terminate, at any time and in its sole discretion, its approval for Rewards Retailer to market and sell Products on the Permissible Public Websites, and Rewards Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Rewards Retailer Policy supersede any prior agreement between Zwilling and Rewards Retailer regarding the sale of the Products online.

3. Sales Practices. Rewards Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, illegal, infringing, or unethical practices or advertising at any time. Rewards Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Zwilling. Rewards Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Rewards Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Zwilling.

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

(a) Rewards Retailer shall comply with all instructions provided by Zwilling regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels or set forth in the Product Quality Guidelines attached hereto as Exhibit B, as may be amended by Zwilling from time to time.

(b) Rewards Retailer 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. Rewards Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Rewards Retailer shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging. Rewards Retailer shall not alter or dilute Products.

(e) Rewards Retailer 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. Rewards Retailer 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.

(f) Rewards Retailer shall cooperate with Zwilling with respect to any Product tracking systems that may be implemented from time to time.

(g) Rewards Retailer shall cooperate with Zwilling with respect to any Product recall or other consumer safety information dissemination efforts.

(h) Rewards Retailer shall report to Zwilling any customer complaint or adverse claim regarding the Products of which it becomes aware. Rewards Retailer shall assist Zwilling in investigating any such complaints or adverse claims.

(i) Rewards Retailer shall cooperate with Zwilling in the investigation and resolution of any quality or customer service issues related to Rewards Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. Rewards Retailer acknowledges and agrees that Zwilling or its licensors own all proprietary rights in and to the Zwilling brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Zwilling IP”). Rewards Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Zwilling IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Rewards Retailer’s status as an Authorized Rewards Retailer. All goodwill arising from Rewards Retailer’s use of the Zwilling IP shall inure solely to the benefit of Zwilling or its licensors. Rewards Retailer’s use of the Zwilling IP shall be in accordance with any guidelines that may be provided by Zwilling from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. Zwilling reserves the right to review and approve, in its sole discretion, Rewards Retailer’s use or intended use of the Zwilling IP at any time, without limitation. Rewards Retailer shall not create, register, or use any domain name or any mobile application that contains any Zwilling product name or any trademark owned by or licensed to Zwilling, nor a misspelling or confusingly similar variation of any Zwilling product name or any trademark owned by or licensed to Zwilling.

6. Termination. If Rewards Retailer violates this Rewards Retailer Policy, Zwilling reserves the right to terminate Rewards Retailer’s status as an Authorized Rewards Retailer with written or electronic notice. Upon termination of Rewards Retailer’s status as an Authorized Rewards Retailer, Rewards Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Rewards Retailer is an Authorized Rewards Retailer of Zwilling Products or has any affiliation whatsoever with Zwilling; and (iii) using all Zwilling IP.

7. Modification. Zwilling reserves the right to update, amend, or modify this Rewards Retailer Policy with written or electronic notice. Unless otherwise provided, such amendments will take effect immediately and Rewards Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Zwilling IP, or use of any other information or materials provided by Zwilling to Rewards Retailer following notice of the amendments will be deemed Rewards Retailer’s acceptance of the amendments. Rewards Retailer may not alter this Rewards Retailer Policy and no attempt to alter or amend this Rewards Retailer Policy, via submission of a purchase order, general terms and conditions, or otherwise, shall be binding on Zwilling without Zwilling’s written express acceptance of the same by an authorized officer of Zwilling. All such other attempts by Retailer to alter or amend this Retailer Policy are rejected and are null and void.

8. Confidentiality. This Rewards Retailer Policy, and its attachments, constitute confidential, proprietary information of Zwilling 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 Zwilling.

9. No Franchise or Business Opportunity. Rewards Retailer and Zwilling are independent contractors and nothing in this Rewards Retailer Policy shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Zwilling and Rewards Retailer. Neither Rewards Retailer nor Zwilling, by virtue of this Rewards Retailer Policy, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other. Rewards Retailer assumes responsibility for the actions of its personnel under this Rewards Retailer Policy and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Rewards Retailer Policy will be accomplished. Except as provided otherwise in this Rewards Retailer Policy or in any separate agreement between the parties, Rewards Retailer has the sole discretion to determine Rewards Retailer's methods of operation, Rewards Retailer's accounting practices, the types and amounts of insurance Rewards Retailer carries, Rewards Retailer's personnel practices, Rewards Retailer's advertising and promotion, Rewards Retailer's customers, and Rewards Retailer's service areas and methods. The relationship created hereby between the Rewards Retailer and Zwilling is solely that of supplier and Rewards Retailer.

EXHIBIT A

ZWILLING J.A. HENCKELS, LLC ONLINE SALES GUIDELINES

Rewards Retailer’s approval to advertise and sell Zwilling Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

The Permissible Public Websites must not give the appearance that they are operated, owned, or approved by Zwilling, any affiliate of Zwilling, or any third party.
Anonymous sales are prohibited. Rewards Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
At Zwilling’s request, Rewards Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
The Permissible Public Websites shall have a mechanism for receiving customer feedback and Rewards Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Rewards Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) to Zwilling for review upon request. Rewards Retailer agrees to cooperate with Zwilling in the investigation of any negative online review associated with Rewards Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews.
The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
Rewards Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
Unless separately authorized by Zwilling in writing, Rewards Retailer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products.
In marketing the Products on the Permissible Public Websites, Rewards Retailer shall only use images of Products either supplied by or authorized by Zwilling and shall keep all Product images and descriptions up to date.

EXHIBIT B

ZWILLING J.A. HENCKELS, LLC PRODUCT QUALITY GUIDELINES

Rewards Retailer shall adhere to the following additional storage and quality guidelines for the Products:

Inventory of Products shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product.
The Products shall be stored unopened.
The Products shall be kept out of direct sunlight and not stored in temperatures below 32° (0°C) or above 75° (24°C) for prolonged periods of time.
The Products shall be stored in a low humidity environment where the Products and the Products’ packaging are not susceptible to rust, mold, or mildew.
The Products shall be stored in an environment where the Products’ packaging is not susceptible to soiling, punctures, dents, or other physical damage.
The Products shall be stored in sanitary conditions and away from any volatile chemicals.
Prior to being sold, all Products shall be inspected for any damage or nonconformance, including broken seals, visible soiling, or any other nonconformance.

ZWILLING J.A. HENCKELS, LLC AUTHORIZED RESELLER POLICY

Effective Date: June 16, 2021

This Zwilling J.A. Henckels, LLC Authorized Reseller Policy (“Reseller Policy”) is issued by Zwilling J.A. Henckels, LLC (“Zwilling”) and applies to Authorized Resellers of Zwilling products, including, but not limited to ZWILLING®, MIYABI®, BSF®, STAUB®, BALLARINI®, DEMEYERE®, HENCKELS®, KRAMER by ZWILLING®, and FONTIGNAC® branded products (collectively, “Product(s)”), in the United States of America. By purchasing Products from an Authorized Zwilling Distributor[1] for retail sale, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Zwilling in Zwilling’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. Zwilling may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products.

1. Authorized Customers. Reseller is authorized to sell Products only 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. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Zwilling’s prior express written consent by an authorized officer. Zwilling may in its sole discretion sell the Products to any other person or entity, including resellers, retailers, and End Users in and outside the United States of America.

2. Online Sales. 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 Zwilling, granted through execution by Zwilling of the Zwilling J.A. Henckels, LLC Authorized Online Seller Agreement. The terms of this Reseller Policy supersede any prior agreement between Zwilling and Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorization previously granted to Reseller by Zwilling to sell the Products on or through a website, mobile application, or other online forum is hereby revoked.

3. Sales Practices. Reseller shall conduct its business in a reasonable and ethical manner at all times, and shall not engage in any deceptive, misleading, illegal, infringing, or unethical practices or advertising at any time. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Zwilling. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Zwilling.

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

(a) Reseller shall comply with all instructions provided by Zwilling regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels or set forth in the Product Quality Guidelines attached hereto as Exhibit A, as may be amended by Zwilling from time to time.

(b) Reseller shall sell Products in their original packaging. Relabeling, 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. Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging. Reseller shall not alter or dilute Products.

(d) Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Zwilling at quality@zwillingus.com.

(e) Reseller 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. Reseller 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.

(f) Reseller shall cooperate with Zwilling with respect to any Product tracking systems that may be implemented from time to time.

(g) Reseller shall cooperate with Zwilling with respect to any Product recall or other consumer safety information dissemination efforts.

(h) Reseller shall report to Zwilling any customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Zwilling in investigating any such complaints or adverse claims.

(i) Reseller shall cooperate with Zwilling 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. Reseller acknowledges and agrees that Zwilling or its licensors own all proprietary rights in and to the Zwilling brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Zwilling IP”). Reseller is granted a limited, non-exclusive, nontransferable, revocable license to use the Zwilling IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Zwilling IP shall inure solely to the benefit of Zwilling or its licensors. Reseller’s use of the Zwilling IP shall be in accordance with any guidelines that may be provided by Zwilling from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. Zwilling reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Zwilling IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any Zwilling product name or any trademark owned by or licensed to Zwilling, nor a misspelling or confusingly similar variation of any Zwilling product name or any trademark owned by or licensed to Zwilling.

6. Termination. If Reseller violates this Reseller Policy, Zwilling reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Zwilling Products or has any affiliation whatsoever with Zwilling; and (iii) using all Zwilling IP.

7. Modification. Zwilling reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Zwilling IP, or use of any other information or materials provided by Zwilling to Reseller will be deemed Reseller’s acceptance of the amendments. Reseller may not alter this Reseller Policy and no attempt to alter or amend this Reseller Policy, via submission of a purchase order, general terms and conditions, or otherwise, shall be binding on Zwilling without Zwilling’s express written acceptance of the same by an authorized officer of Zwilling. All such other attempts by Reseller to alter or amend this Reseller Policy are rejected and are null and void.

8. Confidentiality. This Reseller Policy, and its attachments, constitute confidential, proprietary information of Zwilling 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 Zwilling.

9. No Franchise or Business Opportunity. Reseller and Zwilling are independent contractors and nothing in this Reseller Policy shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Zwilling and Reseller. Neither Reseller nor Zwilling, by virtue of this Reseller Policy, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other. Reseller assumes responsibility for the actions of its personnel under this Reseller Policy and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Reseller Policy will be accomplished. Except as provided otherwise in this Reseller Policy or in any separate agreement between the parties, Reseller has the sole discretion to determine Reseller's methods of operation, Reseller's accounting practices, the types and amounts of insurance Reseller carries, Reseller's personnel practices, Reseller's advertising and promotion, Reseller's customers, and Reseller's service areas and methods. The relationship created hereby between the Reseller and Zwilling is solely that of supplier and reseller.

EXHIBIT A

ZWILLING J.A. HENCKELS, LLC PRODUCT QUALITY GUIDELINES

Reseller shall adhere to the following additional storage and quality guidelines for the Products:

Inventory of Products shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product.
The Products shall be stored unopened.
The Products shall be kept out of direct sunlight and not stored in temperatures below 32° (0°C) or above 75° (24°C) for prolonged periods of time.
The Products shall be stored in a low humidity environment where the Products and the Products’ packaging are not susceptible to rust, mold, or mildew.
The Products shall be stored in an environment where the Products’ packaging is not susceptible to soiling, punctures, dents, or other physical damage.
The Products shall be stored in sanitary conditions and away from any volatile chemicals.
Prior to being sold, all Products shall be inspected for any damage or nonconformance, including broken seals, visible soiling, or any other nonconformance.