GAMES WORKSHOP 2018 NORTH AMERICAN RETAILER POLICY

Transcription

1 GAMES WORKSHOP 2018 NORTH AMERICAN RETAILER POLICY EFFECTIVE: 14 May 2018 ISSUED BY: GAMES WORKSHOP RETAIL INC (hereinafter cllectively Games Wrkshp ) This 2018 Nrth American Retailer Plicy (the Plicy ) applies t all Retailers f prducts frm the Games Wrkshp Retail Range f prducts (such range as varied by Games Wrkshp withut ntice frm time t time) ( Prduct(s) ) lcated in the United States r Canada. Fr purpses f this Plicy, the term Retailers includes: (i) trade accunts supplied directly by Games Wrkshp ( Trade Accunts ) and (ii) indirectly-supplied retailers ( Indirect Retailers ) in the United States wh purchase Prducts frm an Authrized Distributr (as defined in Games Wrkshp s 2018 Authrized Distributr Plicy). INTRODUCTION The success f Games Wrkshp depends nt nly upn the sale f quality prducts, but the lngterm prmtin and preservatin f the hbby and culture f game enthusiasts. Games Wrkshp strives t meet the expectatins f cnsumers and ther end-users ( Cnsumers ) lking fr high quality and imaginative mdels and game prducts, and the enjyment and scial interactin f cllecting the mdels and playing the games. T meet these expectatins, Games Wrkshp invests heavily in the cntinuing design and develpment f new and imaginative mdels, games, artwrk, and imagery that are cnsistent with the high standards f quality and innvatin that have becme synnymus with the Games Wrkshp brand. Games Wrkshp then lks t market these prducts thrugh distributin and retail channels that prmte and preserve Games Wrkshp s brand image, as well as the hbby culture f game enthusiasts. Prmtin and preservatin f the Games Wrkshp brand depends, in large part, upn the prtectin f the substantial intellectual prperty invested in ur mdels, games and ther prducts. Cpyright and trademark prtected rules, figures, artwrk and imagery are the essential elements f ur prducts and create ur brand s image and recgnitin in the marketplace. Infringement and dilutin f cpyrights and trademarks, therefre, presents an unacceptable threat t a business that, if left unchecked, can cripple the success f a prduct line t the detriment f nt nly the manufacturer, but its Authrized Distributrs and Retailers as well. Critical t the success f Games Wrkshp is a vibrant netwrk f Retailers cmmitted t preserving the integrity f the Games Wrkshp brand and the prmtin f the hbby that it serves. As a result, Games Wrkshp has lng supprted and encuraged Retailers wh have invested time, effrt and mney in building their businesses by supprting and selling the Games Wrkshp hbby. Retail sales by prperly stcked and cmmitted Retailers remain the primary vehicle thrugh which Games Wrkshp seeks t market and prmte its prducts in Nrth America. 1

2 In furtherance f these principles, Games Wrkshp has adpted a suite f minimum advertised price plices applicable t Trade Accunts, Authrized Distributrs and Indirect Retailers effective 14 May This Plicy supersedes and replaces the ld 2013 Retailer Plicy and any ther previus retailer plicies issued by Games Wrkshp. This Plicy reflects the unilateral decisin f Games Wrkshp after a careful review designed t assess and pursue the best interests f Games Wrkshp s business and its brand. In issuing this new Plicy, Games Wrkshp is nt seeking yur agreement t the requirements utlined belw. The decisin t cmply with this Plicy is left t each individual Retailer. Hwever, Games Wrkshp des reserve the right, pursuant t this Plicy, t terminate sales f Prducts t any Trade Accunt wh chses t vilate this Plicy r any Authrized Distributr supplying a Retailer that chses t resell in vilatin f this Plicy. This Plicy becmes effective 14 May 2018 and may be changed by Games Wrkshp by written ntice, in the exercise f its sle discretin. I. General Requirements The fllwing general requirements apply t all Retailers f Prducts in the United States and Canada. Games Wrkshp may cnduct unannunced, annymus surveys and/r spt checks t assess cmpliance with these requirements. Nn-cmpliance may result in suspensin r terminatin f authrizatin f a Retailer t sell the Prducts. The Games Wrkshp brand is a unique and exclusive symbl f quality. The familiar Games Wrkshp trademarks and clrs n its Prducts assure Cnsumers f Games Wrkshp quality Prducts. This cntinuing quality assurance demands Games Wrkshp s vigilance t maintain cnsistent quality standards fr bth the Prducts and the suppliers thrugh which the Prducts are sld. Therefre, Games Wrkshp hlds its Retailers t high standards f excellence, requiring that they cnsistently meet r exceed the expectatins f all Cnsumers, be they adult r children, experienced game enthusiasts r first-time custmers. Games Wrkshp s selective retail strategy helps ensure that Cnsumers f its Prducts are satisfied with the entire purchase experience. All Retailers f the Prducts must meet the fllwing general requirements: United States Retailers must be (i) incrprated, rganized and/r licensed t d business in the United States; (ii) have a brick-and-mrtar retail presence in the United States; and (iii) must perate their businesses in accrdance with all applicable state and federal laws f the United States. Canadian Retailers must be (i) incrprated, rganized and/r licensed t d business in Canada; (ii) have a brick-and-mrtar retail presence in Canada; and (iii) must perate their businesses in accrdance with all applicable prvincial and federal laws f Canada. Retailers are permitted t resell the Prducts t Cnsumers nly. Retailers are prhibited frm reselling the Prducts t ther Retailers, distributrs r any ther nn-cnsumer custmers. Games Wrkshp des nt perate a franchise and Retailers are nt franchisees. Retailers are nt permitted t represent themselves (directly r indirectly) as a franchise f Games Wrkshp. Retailers must cmply with all applicable laws in cnnectin with the purchase, strage and sale f Prducts. This includes, but is nt limited t, selling Prducts in accrdance with the age requirements: 2

3 as specified n the Prducts (and assciated packaging); and as required accrding t applicable law and where Games Wrkshp ffers a range f language variants f the same Prduct, Retailers must ensure that they rder, and then sell, the crrect language variant f the Prduct, s t ensure that all relevant safety warnings and ntices have been prvided t the custmer in the crrect language. Retailers must cmply with the applicable Retail Requirements set frth Sectin II belw. Retailers must cmply with the specific Retailer Plicies set frth in Sectin III belw. Games Wrkshp hereby incrprates by reference Games Wrkshp s 2018 Cnditins f Sale fr Trade Accunts and the Trade Accunts Accunt Management Plicy and the Trade Accunt Minimum Advertised Price Plicy and Indirect Retailers Minimum Advertised Price Plicy. In additin t the abve general requirements, Trade Accunts may at their discretin elect t participate in the Stckist Prgram which Games Wrkshp makes available t Trade Accunts. The Stckist Prgram is nt cmpulsry, and Trade Accunts may elect nt t participate in the Stckist Prgram shuld they nt wish t d s. Further details in respect f the Stckist Prgram are available frm Games Wrkshp upn request. II. RETAIL REQUIREMENTS A. Minimum In-Stre Requirements fr all Retailers. Retailers must market the Prducts t the Cnsumer in a safe, age apprpriate in-stre envirnment that prmtes the Games Wrkshp hbby. Accrdingly, t qualify as a Retailer f the Prducts, a Retailer must meet the fllwing Minimum In-Stre Requirements : United States Retailers must perate at least ne brick-and-mrtar retail stre lcatin in the United States where the Prducts are displayed and sld t Cnsumers. Canadian Retailers must perate at least ne brick-and-mrtar retail stre lcatin in Canada where the Prducts are displayed and sld t Cnsumers. All brick-and-mrtar retail lcatins must be lcated in cmmercial zned areas. Retailers must prvide clearly-marked Games Wrkshp shelf-space. The Prducts shuld be segregated in the stre and nt intermingled with ther prduct brands. The Prducts shuld nt be displayed in stres where ther prducts deemed bscene r inapprpriate fr custmers under 18 years f age are displayed r sld. The Prducts shuld never be sld in a lcatin physically unsafe fr Cnsumers t visit r shp. Games Wrkshp accepts n liability in assciatin with Retailer stre lcatins. B. Additinal In-Stre Requirements fr Trade Accunts Only In selecting its directly supplied Trade Accunts, Games Wrkshp has greater requirements. In additin t the Minimum In-Stre Requirements set frth in Sectin II(A) abve, Trade Accunts must meet the fllwing Additinal In-Stre Requirements : Each Trade Accunt retail stre lcatin must have hurs f peratin f at least 20 hurs. 3

4 Each United States Trade Accunt must maintain a stckhlding f the Prducts f n less than U.S. $500 in value (as per Trade Accunt pricing). Each Canadian Trade Accunt must maintain a stckhlding f the Prducts f n less than CA. $500 in value (as per Trade Accunt pricing). C. Minimum Online Requirements fr all Retailers If a Retailer is selling the Prducts nline, the Retailer must meet the fllwing Minimum Online Requirements : The website must prvide the fllwing details: identity f the Retailer (full legal and trading name); gegraphical trading address f the Retailer, being the lcatin frm which sales are made in-stre; cntact telephne number and address fr the Retailer, bth fr purchasing and fr queries/cmplaints; and a clear statement linking the Retailer s website t the Retailer s in-stre sales (fr example battlegamer.net is the sales website fr BG Games, 5587 Valley Rad, New Orleans, New Hampshire, ). The website must set ut clearly the varius stages f the purchasing prcess. The website must display clearly: prices, payment ptins and delivery charges (with delivery ptins) t the custmer as part f the shpping basket prcess; and a returns plicy which is cmpliant with lcal laws. The website must nt sell, stck, cntain, make available, reference r be linked t any materials, prducts r services: deemed bscene r inapprpriate fr custmers under 18 years f age; r which may be reasnably cnsidered t be assciated in any way with the distributin, sale, prmtin r use f any illegal substances, items, materials r activities. The website must cmply with all applicable lcal laws. III. Specific Plicies A. POLICY REGARDING USE OF GAMES WORKSHOP INTELLECTUAL PROPERTY Games Wrkshp grants t Retailers a nn exclusive, nn transferable right t use the specified text, imagery and psters as made available by Games Wrkshp at 4

5 wrkshp.cm (Authrized Text and Imagery and New Release Psters) strictly fr use in cnnectin with the sale f the Prducts, subject t: the terms f the Trade Intellectual Prperty Licence as available n request frm Games Wrkshp; and any further instructins r usage guidelines prvided by Games Wrkshp frm time t time. The Authrized Text and Imagery and New Release Psters is the nly text and imagery f Games Wrkshp that Retailers may use. N ther images r text, including materials featured n the Games Wrkshp website, shall be used by Retailers. Retailers are permitted t take their wn phtgraphs f the Prducts fr their wn marketing purpses, but any phtgraphs f Prduct r publicatin cvers must include the entire cver. Retailers are nt permitted t take phtgraphs f the inside f any publicatins. Retailers are nt permitted t extract/crp artwrk frm: phtgraphs f Prduct r publicatin cvers; r the Authrized Text and Imagery and New Release Psters, which must be used in the exact, and entire, frm as prvided by Games Wrkshp, and must nt be mdified, adapted r crpped in any way. B. POLICY REGARDING ORIGINAL PACKAGING AND LABELING All Prducts (including all game kits, sprues, rulebks, cmpnents, and accessries) are nly t be resld in their riginal packaging. The riginal packaging and labeling, which bears Games Wrkshp s trademarks, lgs and cpyrighted imagery, is specifically designed t appeal t the Cnsumer f the Prduct and t infrm the Cnsumer as t the cntents, quality and safety f the Prduct he r she is purchasing. Games Wrkshp s packaging and labeling typically cntain imprtant infrmatin abut the prper use, quality, and safety f the Prducts. Fr the reasns set frth belw, Retailers are nt permitted t remve Prduct s frm their riginal packaging r therwise break such Prducts int cmpnents prir t resale. Games Wrkshp has bserved a practice amng sme Retailers in which Prducts are remved frm their riginal packaging fr the purpse f reselling separately individual, unmarked cmpnents. This practice is prhibited fr the fllwing business reasns: Prtectin f Brand Image: Games Wrkshp s riginal packaging, which bears Games Wrkshp s trademarks and cpyrighted imagery, is specifically designed t be cnsistent with Games Wrkshp s established brand image. The resale f Prducts (r cmpnents theref) in unmarked r generic packaging is incnsistent with that brand image and can serve t devalue the Prduct. Prtectin f Games Wrkshp s Intellectual Prperty: Thrugh its use f Games Wrkshp s trademarks and cpyrighted imagery, the riginal packaging prvides clear and reliable identificatin f the Prduct as a genuine Games Wrkshp Prduct. The sale f Prducts (r cmpnents theref) in unmarked r generic packaging, if left unchecked, can be injurius t Games Wrkshp s intellectual prperty rights. Avidance f Cnfusin: The resale f Prducts (r cmpnents theref) in unmarked r generic packaging als can lead t cnfusin as t whether the Prduct being sld is a genuine Games Wrkshp Prduct r a generic imitatin. Such cnfusin is detrimental t the Games Wrkshp brand and the intellectual prperty rights that prtect it. 5

6 Assurance f Prper Labeling: Games Wrkshp s packaging and labeling is specifically designed t infrm the Cnsumer as t the cntents, quality and safety f the Prduct he r she is purchasing. When Prducts (r cmpnents theref) are sld separately in unmarked r generic packaging, the Cnsumer des nt receive this valuable labeling infrmatin at the pint f sale. Preservatin f the riginal packaging and labeling prir t resale, therefre, ensures that the Cnsumer is receiving accurate and reliable Prduct infrmatin. Unifrmity in Prduct Cnfiguratins: Games Wrkshp Prducts are packaged and sld in certain cnfiguratins designed t appeal t the Cnsumer and maximize the marketability f the Prducts. Such cnfiguratins are an integral part f Games Wrkshp s marketing strategies that drive cnsumer expectatins. The resale f cmpnents in unmarked r generic packaging undermines thse strategies and the ability f Games Wrkshp t ffer a unifrm line f Prducts t the marketplace. T the extent Games Wrkshp, in its sle discretin, shuld manufacture, package and label individual prduct cmpnents, Games Wrkshp may make available such individual cmpnents fr resale nly as riginally packaged and labeled by Games Wrkshp. Fr the reasns explained abve, Retailers are prhibited frm remving any individually packaged and labeled Games Wrkshp cmpnents frm their riginal packaging fr the purpse f reselling such individual cmpnents t Cnsumers. C. POLICY REGARDING DOMESTIC SALES ONLY Retailers are nly authrized t resell Prducts dmestically in their respective cuntries f rigin. Accrdingly, United States Retailers are prhibited frm exprting Prducts fr purpses f resale t Cnsumers lcated utside f the United States. Similarly, Canadian Retailers are prhibited frm exprting Prducts fr purpses f resale t Cnsumers lcated utside f Canada. Freign sales f Prducts by Retailers can be disruptive t Games Wrkshp s vertical distributin netwrks in ther cuntries. D. POLICY REGARDING NEW RELEASES Frm time-t-time, Games Wrkshp will schedule new releases fr its Prducts. The timing and disclsure f new releases is ften accmpanied by targeted advertising and marketing f the new releases designed t create excitement in the marketplace and t have a psitive impact n sales f the new release Prducts. T the extent that such new releases are made available t Retailers, Retailers are nt permitted t: (1) cmmunicate infrmatin r make such Prducts available fr advance rder prir t the Advance Order Date set by Games Wrkshp fr the new release; r (2) sell the new releases prir t the Glbal Release Date set by Games Wrkshp fr the new release. Games Wrkshp, in sle exercise f its discretin, may issue updates t this new releases plicy frm time-t-time. E. POLICY REGARDING AGE-SPECIFIC PRODUCTS Certain Prducts are classified (where relevant) as prducts t nly be sld t Cnsumers meeting minimum age requirements. Each Retailer is respnsible fr ensuring that Prducts are nly sld t Cnsumers meeting the age requirements specified n the Prduct itself, any assciated packaging and lcal legislative requirements in the relevant state r prvince f sale t the Cnsumer (such lcal legislative requirements taking precedence in all circumstances). F. POLICY REGARDING MINIMUM ADVERTISED PRICING Games Wrkshp has implemented and adpted a suite f minimum advertised price plices applicable t Trade Accunts, Authrized Distributrs and Indirect Retailers t supprt Retailers in furtherance f achieving the gals f prtecting Games Wrkshp s image and reputatin, 6

7 prmting its brand and prviding excellent resurces that are key t maintaining the hbby culture fr game enthusiasts. F. POLICY REGARDING LIMITED AVAILIABILITY PRODUCTS Where the availability f a Prduct is limited fr any reasn, Games Wrkshp reserves the right t place restrictins n the vlume f any Prduct rdered by a Retailer. IV. Right f Audit Games Wrkshp reserves the right t audit Retailers at any time, fr the purpses f cnfirming cmpliance with this Plicy (and the varius ther plicies referenced within this Plicy), and Retailers shall prvide such infrmatin and dcumentatin within 14 days f any reasnable request by Games Wrkshp in cnnectin with any audit cnducted by Games Wrkshp. 7