Normandy Knives Wholesale Dealer Agreement

Effective Date: January 01, 2026

This Wholesale Dealer Agreement (“Agreement”) is entered into between Normandy Enterprises, LLC, doing business as Normandy Knives (“Normandy,” “we,” “us,” or “our”) and the business applying for or maintaining an approved wholesale dealer account (“Dealer,” “you,” or “your”).

By submitting a dealer application, checking the acceptance box associated with this Agreement, accessing an approved dealer account, or purchasing products at wholesale pricing, Dealer acknowledges that it has read, understands, and agrees to be bound by this Agreement.

The individual accepting this Agreement represents that he or she has authority to bind the business identified in the dealer application.

1. Dealer Approval

Participation in the Normandy wholesale dealer program is subject to approval by Normandy.

Submission of an application does not guarantee approval or establish an ongoing right to purchase Normandy products at wholesale pricing.

Normandy may request reasonable documentation to verify Dealer’s business, including resale certificates, tax-exemption certificates, business licenses, website information, physical retail location information, ownership information, or other documentation relevant to the dealer relationship.

Normandy may approve, reject, suspend, limit, or terminate a dealer account in accordance with this Agreement.

2. Independent Business Relationship

Dealer is an independent business.

Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, agency, fiduciary relationship, or other similar relationship between Normandy and Dealer.

Dealer has no authority to bind Normandy, enter into agreements on Normandy’s behalf, make representations on Normandy’s behalf, or incur obligations in Normandy’s name.

Dealer is solely responsible for its employees, customers, taxes, licenses, insurance, operations, advertising, and business activities.

3. Wholesale Purchases

Approved Dealers may purchase eligible Normandy products at the wholesale prices made available through Normandy’s dealer website or otherwise communicated by Normandy.

Wholesale prices, product availability, minimum quantities, promotions, discounts, and product offerings may change from time to time.

Normandy does not guarantee continued availability of any product, model, color, configuration, or wholesale price.

Submission of an order does not constitute acceptance of that order. Normandy may reject, hold, modify with Dealer’s approval, or cancel an order because of inventory availability, pricing errors, payment issues, suspected fraud, legal restrictions, dealer eligibility, shipping restrictions, or other legitimate business or compliance concerns.

4. Payment

Dealer agrees to pay all charges associated with orders placed through its account.

Payment is due according to the terms displayed at checkout or separately approved by Normandy in writing.

Dealer represents that it is authorized to use any payment method submitted to Normandy.

Normandy may delay shipment or request additional verification when reasonably necessary to verify payment, identity, account ownership, or transaction legitimacy.

Dealer remains responsible for undisputed amounts properly owed to Normandy.

Repeated payment disputes, chargebacks, returned payments, suspected fraud, or delinquent amounts may result in suspension or termination of dealer privileges.

5. Taxes and Resale Documentation

Dealer is responsible for providing current and accurate resale certificates, tax-exemption documents, business licenses, and other documentation necessary to support tax-exempt wholesale purchases.

Dealer must promptly notify Normandy if any such documentation expires, becomes invalid, or changes materially.

Where Normandy is legally required to collect sales, use, or other taxes, those amounts may be added to Dealer’s purchase.

Dealer is responsible for taxes and governmental charges arising from Dealer’s subsequent resale or business activities.

6. Authorized Resale

Normandy wholesale products are sold to Dealer for resale to legitimate end customers through authorized sales channels.

Dealer may not purchase Normandy products for the primary purpose of reselling those products to another wholesaler, distributor, broker, unauthorized reseller, liquidator, or other third party for further resale without Normandy’s prior written authorization.

This restriction is intended to protect Normandy’s authorized dealer network, product authenticity, customer experience, warranty program, and brand reputation.

Normandy may investigate unusually large purchases, resale patterns, marketplace listings, or other activity that reasonably suggests unauthorized diversion.

7. Authorized Sales Channels

Unless Normandy provides written authorization otherwise, Dealer may sell Normandy products through:

Dealer’s physical retail locations;

Dealer’s own business-operated website; and

other sales channels expressly approved by Normandy.

Dealer may not list, advertise, offer, or sell Normandy products through third-party marketplaces or accounts not owned and operated by Dealer without prior written authorization from Normandy.

Third-party marketplaces include, without limitation, Amazon, Walmart Marketplace, eBay, TikTok Shop, Facebook Marketplace, Temu, or similar platforms.

Normandy may establish additional marketplace, ecommerce, or authorized-reseller requirements from time to time.

Approval to sell through one channel does not constitute approval to sell through every channel.

8. Unilateral Minimum Advertised Price Policy

Normandy may independently maintain a separate Unilateral Minimum Advertised Price Policy applicable to certain Normandy products.

The MAP Policy is not incorporated into this Agreement as a contractual agreement concerning resale prices, and Dealer is not required to agree to any minimum selling price.

Dealer acknowledges that Normandy independently determines the businesses with which it conducts business and may independently determine whether to continue supplying a Dealer based upon Normandy’s then-current unilateral business policies.

Nothing in this Agreement requires Dealer to sell Normandy products at any particular price.

9. Wholesale Pricing and Confidential Information

Wholesale pricing, dealer discounts, unpublished product information, pre-release product information, internal dealer communications, dealer-only promotions, and other information Normandy reasonably identifies as confidential are intended for authorized Normandy Dealers.

Dealer agrees not to publicly publish, distribute, share, or disclose Normandy’s confidential wholesale pricing or dealer-only information except as reasonably necessary to employees or professional advisers who need the information for Dealer’s business.

This provision does not restrict disclosure required by law.

10. Normandy Intellectual Property

Normandy owns or licenses the trademarks, logos, product names, product images, videos, written descriptions, graphics, marketing materials, designs, and other intellectual property associated with Normandy Knives.

While Dealer remains an authorized Normandy dealer, Normandy grants Dealer a limited, non-exclusive, non-transferable, revocable permission to use Normandy-provided marketing assets solely to advertise and sell genuine Normandy products.

Dealer may not:

represent itself as Normandy Knives;

register or use a business name, domain, social-media username, advertising account, or other identifier that falsely suggests Dealer is Normandy;

materially alter Normandy trademarks or logos;

use Normandy intellectual property to promote counterfeit, competing, or unauthorized products;

create misleading representations concerning Dealer’s relationship with Normandy; or

continue using Normandy branding after termination of authorized dealer status except as expressly permitted by Normandy.

All goodwill arising from the use of Normandy trademarks benefits Normandy.

11. Product Representation

Dealer agrees to market Normandy products accurately and professionally.

Dealer may use product information supplied by Normandy but should not materially misrepresent product specifications, materials, features, warranties, legality, intended use, or availability.

Dealer may not make warranties, guarantees, legal representations, performance claims, or other commitments on Normandy’s behalf beyond Normandy’s published materials unless Normandy has expressly authorized the representation in writing.

12. Compliance With Knife and Other Applicable Laws

Certain Normandy products, including automatic knives, may be subject to federal, state, local, municipal, carrier, or other restrictions.

Dealer is solely responsible for understanding and complying with laws and regulations applicable to Dealer’s business and customers.

This includes laws relating to the advertisement, offer for sale, sale, possession, transfer, transportation, shipment, age restrictions, or other handling of Normandy products.

Dealer represents and warrants that it will not knowingly sell, transfer, or ship a Normandy product in violation of applicable law.

Dealer is responsible for implementing any age verification, customer qualification, shipping restriction, licensing, recordkeeping, or similar procedures required for Dealer’s activities.

Normandy does not provide legal advice regarding the legality of particular products or transactions.

Normandy may refuse or cancel orders or terminate Dealer status where Normandy reasonably believes Dealer activity may expose Normandy to legal, regulatory, payment-processing, reputational, or other material risk.

13. Shipping

Dealer orders are subject to Normandy’s then-current Dealer Shipping Policy, which is incorporated into this Agreement by reference.

Dealer is responsible for providing accurate shipping information and promptly reviewing shipments after delivery.

Shipping dates and delivery estimates are estimates unless Normandy expressly agrees otherwise in writing.

14. Returns

Dealer purchases are subject to Normandy’s then-current Dealer Return & Refund Policy, which is incorporated into this Agreement by reference.

Dealer acknowledges that wholesale purchases are intended for resale and may be subject to different return requirements than purchases made by individual retail consumers.

15. Warranty

Normandy products are covered by Normandy’s published warranty subject to its terms and exclusions.

Dealer may inform customers of Normandy’s published warranty but may not alter, expand, or make additional warranty commitments on Normandy’s behalf.

Dealer inventory that arrives damaged, defective, short, or incorrect should be handled according to Normandy’s Dealer Shipping Policy or Dealer Return Policy rather than through the retail customer warranty process.

After a product has been sold to an end customer, qualifying warranty issues may generally be submitted directly to Normandy according to Normandy’s published warranty procedures.

16. Loss and Theft Replacement Program

Where applicable, retail customers who properly register qualifying Normandy products may be eligible for Normandy’s then-current loss or theft replacement program.

Dealer may inform customers of the program and encourage customers to register eligible products.

The program is separate from Normandy’s Lifetime Warranty and is subject to registration requirements, deductibles, shipping charges, availability, verification, and Normandy’s then-current program terms.

Dealer may not modify or guarantee eligibility for the program on Normandy’s behalf.

17. Product Changes and Availability

Normandy may modify, replace, redesign, improve, or discontinue products at any time.

Product colors, finishes, packaging, materials, components, photographs, and other characteristics may vary slightly from website images or earlier production runs.

Normandy does not guarantee uninterrupted availability of any particular product.

18. Account Security

Dealer is responsible for maintaining the confidentiality and security of its dealer account credentials.

Dealer is responsible for orders submitted through its authorized account unless Dealer promptly informs Normandy of unauthorized access.

Dealer should notify Normandy promptly if an employee with account access leaves Dealer’s business or if Dealer reasonably believes account credentials have been compromised.

19. Dealer Conduct

Dealer agrees not to engage in fraudulent, deceptive, illegal, abusive, misleading, or commercially unreasonable conduct involving Normandy products or the Normandy brand.

Conduct that may result in suspension or termination includes unauthorized product diversion, counterfeit activity, repeated marketplace violations, material misrepresentation of Normandy products, misuse of Normandy intellectual property, fraudulent payment activity, intentional violation of applicable law, or material breach of this Agreement.

20. Suspension or Termination

Either party may end the wholesale relationship.

Normandy may immediately suspend or terminate Dealer’s account where Normandy reasonably determines that Dealer has materially violated this Agreement, applicable dealer policies, applicable law, payment obligations, marketplace requirements, MAP requirements, or Normandy’s intellectual-property rights.

Normandy may also discontinue a dealer relationship for legitimate business reasons upon reasonable notice when circumstances permit.

Termination of dealer status terminates Dealer’s right to purchase products at Normandy wholesale pricing and Dealer’s right to identify itself as an authorized Normandy dealer.

21. Remaining Inventory Following Termination

Unless Normandy provides written instructions otherwise, Dealer may sell genuine Normandy inventory lawfully purchased before termination, provided that Dealer:

continues to comply with applicable law;

does not represent itself as a current authorized Normandy dealer;

does not use Normandy intellectual property beyond what is reasonably necessary to identify genuine remaining products; and

complies with any surviving obligations under this Agreement.

Normandy may impose different requirements where termination results from counterfeiting, fraud, intellectual-property infringement, unlawful conduct, product diversion, or another serious violation.

22. No Exclusivity

Unless Normandy expressly agrees otherwise in a signed written agreement, Dealer receives no exclusive territory, customer group, sales channel, geographic area, or product rights.

Normandy may sell products directly to consumers and may appoint additional dealers, distributors, or retailers in any territory.

23. Limitation of Liability

To the maximum extent permitted by applicable law, Normandy Enterprises, LLC and its owners, officers, employees, affiliates, and representatives will not be liable to Dealer for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost sales, loss of business opportunity, or loss of goodwill arising from the dealer relationship, website use, product availability, suspension or termination of Dealer status, or Dealer’s resale activities.

Nothing in this Agreement limits liability that cannot lawfully be limited.

24. Indemnification

To the maximum extent permitted by law, Dealer agrees to indemnify, defend, and hold harmless Normandy Enterprises, LLC and its owners, officers, employees, affiliates, and representatives from third-party claims, liabilities, damages, losses, judgments, penalties, and reasonable costs arising from:

Dealer’s violation of applicable law;

Dealer’s sale, transfer, shipment, advertisement, or use of Normandy products in violation of law;

Dealer’s unauthorized representations or warranties;

Dealer’s modification or misuse of Normandy products;

Dealer’s infringement or misuse of Normandy intellectual property;

Dealer’s violation of this Agreement or applicable dealer policies; or

Dealer’s acts or omissions in connection with its independent business operations.

This provision does not require Dealer to indemnify Normandy for liability arising solely from Normandy’s own conduct where such indemnification is prohibited by law.

25. Privacy

Information collected in connection with dealer applications, accounts, purchases, and website activity is handled according to Normandy’s Privacy Policy, which is incorporated into this Agreement by reference.

26. Incorporated Policies

The following policies, as applicable, form part of the dealer relationship and are incorporated into this Agreement by reference:

Normandy Knives Terms & Conditions

Privacy Policy

Dealer Shipping Policy

Dealer Return & Refund Policy

Lifetime Warranty

Authorized Reseller Policy

Minimum Advertised Price Policy

and any other dealer policy expressly identified by Normandy as applicable to authorized dealers.

If a separately signed written agreement between Normandy and Dealer conflicts with this Agreement, the separately signed agreement controls to the extent of that conflict.

27. Updates to This Agreement

Normandy may update this Agreement or incorporated dealer policies when reasonably necessary to reflect changes in Normandy’s business, products, dealer program, legal obligations, payment requirements, sales channels, or business practices.

Material changes will become effective prospectively.

Normandy may provide notice of material changes through the dealer website, email, dealer account, or other reasonable means.

Continued wholesale purchases after the effective date of an updated Agreement may constitute acceptance of the updated Agreement to the extent permitted by applicable law.

28. Electronic Acceptance

Dealer agrees that electronic acceptance of this Agreement has the same effect as a handwritten signature.

Checking the acceptance box associated with the Normandy dealer application and submitting the application constitutes Dealer’s electronic acceptance of this Agreement.

Dealer consents to receive agreements, policies, order communications, invoices, notices, and other business communications electronically.

Normandy may maintain electronic records showing the date, time, account, agreement version, and other information associated with Dealer’s acceptance.

29. Governing Law

This Agreement will be governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Subject to any rights or remedies that cannot legally be waived, disputes relating to this Agreement or the wholesale dealer relationship will be brought in the appropriate state or federal courts located in Utah County, Utah, and the parties consent to jurisdiction and venue in those courts.

30. Severability

If any provision of this Agreement is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remainder of the Agreement will remain in effect.

31. Waiver

Normandy’s failure to enforce a provision of this Agreement on one occasion does not waive Normandy’s right to enforce that provision in the future.

32. Assignment

Dealer may not assign or transfer its rights or obligations under this Agreement without Normandy’s prior written consent.

Normandy may assign this Agreement in connection with a merger, acquisition, sale, restructuring, or transfer of all or substantially all of the relevant business assets.

33. Entire Agreement

This Agreement, together with the policies incorporated by reference and any separately signed written agreement between Normandy and Dealer, constitutes the agreement governing Dealer’s participation in Normandy’s wholesale dealer program.

34. Contact Information

Questions regarding the Normandy wholesale dealer program or this Agreement may be directed to:

Normandy Enterprises, LLC

d/b/a Normandy Knives

413 East 620 South #1

American Fork, UT 84003

Email: support@normandyenterprises.com