Dealer Terms of Use

BROGUE MOTORCYCLES

DEALER TERMS OF USE 

Thank you for your interest in becoming an authorized dealer for BROGUE MOTORCYCLES LLC (hereinafter “Company”). By submitting an application to become an authorized dealer for the Company, you (hereinafter “Dealer”) agree to comply with and be bound by the following terms and conditions.

1. DEALER REQUIREMENTS.

Dealer must submit all the following business documents: 

1. State or local government-issued business license (if required).
2. Proof of general shop liability insurance policy with $1M minimum general liability coverage.
3. Copy of state resale license and/or federal tax certificate.
4. Proof of a physical storefront or e-commerce business presence.

2. DEALER STATUS.

Dealer accounts will remain active as long as a minimum of 1 invoice has been created on the account within the past 12 months of order history. 

Company reserves the right to close any dealer account at any time without notice. Any Dealer found in violation of Company policies and/or not meeting the minimum dealer requirements may have their dealer status revoked. 

3. DEALER ORDERS.

Dealers are required to purchase a minimum of $1,500 on the first order. No minimum purchase value is required after the initial purchase. Bulk orders may be negotiated on an individual basis and require written authorization from a Company representative.

4. DEALER PRICING

Dealer prices are subject to change without notice. Company reserves the right to adjust prices for any reason whatsoever. Additionally, in the event a mistake was made in our price list or catalog, Company reserves the right to bill at the prevailing prices in place at the time of shipment. Discount levels reset every fiscal year and minimums are cumulative throughout the year. Prices will be provided separately once your application is approved.  

5. DEALER PAYMENT.

Company accepts Visa, MasterCard, Discover, American Express or PayPal as forms of payment. Company does not offer any net terms or COD and full payment must be received for any order prior to shipping. 

For international customers, Company will accept Visa, MasterCard, American Express, Discover or PayPal. We do not accept wire transfers. International customers must pay any custom charges, VAT, taxes, or other costs, in addition to the shipping charge.

6. DEALER SHIPPING.

All domestic Dealer orders are shipped UPS Ground unless you specify that upgraded shipping is required. We      also offer UPS 3 Day Select, 2nd Day Air, Next Day Air and Next Day Air Saver. Shipping is Free on Board (FOB) Origin.

International orders are shipped via UPS Expedited. The cost is based on weight and size and includes the brokerage fees. Dealer is responsible for all customs and duty fees required by the country to which the products are being shipped.

UPS charges a minimum $11.00 re-route fee for incorrect address, if Dealer provides an address incorrectly and this results in a UPS re-route, Dealer’s order will be subject to an additional charge. If UPS is contacted by anyone other than Company and changes are made to the original address resulting in UPS surcharges and re-route fees, those additional charges will be passed on to Dealer.

7. SELLER RESPONSIBILITY.

It is the responsibility of the Dealer to verify the correctness of size and application of the parts before installation. 

Returns or exchanges must be processed by the original seller. Any return or exchange of a Company product is the responsibility of the Dealer that processed the transaction with the end user. If Dealer’s customer purchased the product directly from Dealer, Company will not issue any return, exchange, or refund directly to that customer. 

Warranties must be processed by the original seller, or the end user must supply the Company with a copy of the receipt to prove the date of purchase from any authorized dealer. Before any warranty replacement is issued, a technician must determine the product is defective. Troubleshooting must be done with product installed.

8. DEALER RETURN/EXCHANGE POLICY.

Company merchandise may be returned or exchanged up to 30 days from the date of shipment. RETURN AUTHORIZATION NUMBER must be issued before any returns or exchanges can be made. We will not accept any returns without this number. Please write this number clearly on the outside of the returning package. The Return Authorization Number does not imply a replacement or refund, but only that we will inspect the merchandise based on Dealer’s claim. 

Returns must be sent freight prepaid and insured by Dealer. Original shipping and handling charges are not refundable. A photocopy of Dealer’s invoice showing the invoice number must accompany Dealer’s return along with a written explanation and a contact phone number where Company reaches Dealer. All approved refunds will be paid by account credit. No cancellations, refunds, or exchanges on special order items or custom order items will be allowed. 

In order for a returned item to be accepted, the returned item must be in its original condition (no damage) and returned in its original packaging. Product must be in new condition. No return or exchange on merchandise that shows signs of having been installed, mounted, scratched, or defaced will be allowed.

9. SHIPPING AND HANDLING.

All parts are shipped FOB Origin. This means once the parts leave the Company’s facility, they are the responsibility of the Dealer.

Company agrees to use commercially reasonable efforts to get all orders out the same day received, but Dealer allows 1-3 business days for handling. That does not include carrier times, weekends, or holidays. All canceled orders are subject to a 5% administrative fee (only applies to orders that haven't been shipped). Dealer’s shipping address must be accurately entered during the checkout process. Please be aware that we cannot assume responsibility for items being shipped to an incorrect location because of Dealer oversight. Consequently, we do not offer refunds in such cases. Subject to carrier’s restrictions, you can make any necessary adjustments to Dealer’s shipping information prior to Dealer’s order leaving our warehouse.

1. Return guidelines:
2. All returns must include Dealer’s original order or invoice number, as well as a Returned Merchandise Authorization (RMA) number in the box or email approval equivalent.
3. All returns are subject to a pre-approval process. Please contact Brogue Motorcycles LLC by email ONLY (contact@broguemotorcycles.com) with Dealer’s return request, including photos and an explanation of why you wish to return Dealer’s items, so that we may issue an approval. All approvals must be sent with the return.
4. Items must be returned in their original packaging and must be free from scratches, blemishes, or installation track marks. Items must be shipped in the same manner they were received. Any damage due to poor packaging or shipping methods will void the return.
5. A 20% restocking fee will be applied to all returns. Returns after 15 days of receipt will be subject to a 25% restocking fee. All returns must be pre-approved by emailing contact@broguemotorcycles.com.
6. Sale items may be returned pending the pre-approval process.
7. Items, including but not limited to parts, kits, and custom work, must be in unused condition, free of scratches, dents, or any other defects associated with installation.
8. Clothing items must have original tags attached and must be in unused condition.
9. Custom-made and special-order items may not be returned unless there is a defect in the product.
10. Dealers are responsible for the cost of return shipping unless otherwise stated in the pre-approval notice.

Please note that all return items are subject to pre-approval. The Company reserves the right to amend the return policy without notice at the Company’s sole discretion.

10. COMPANY LIMITED WARRANTY.

Company warrants that product sold hereunder, if maintained and operated under normal conditions, shall be free from any defects in materials and workmanship for a period of 2 years. Dealer is responsible for all return shipping charges. No warranty whatsoever would be valid if the defect was caused by dealer/customer abuse, negligence, and/or mishandling. All merchandise sold by Company is only subject to manufacturer’s warranty, if any, and are subject to submission to the manufacturer for approval for repair or replacement of merchandise. Dealer will be responsible for shipping and handling fees. No labor or inconvenience may be included in any claims. Please note, if the item is tested and found not to be defective, the Dealer will be charged a shipping fee to reship the item.

11. SUGGESTED RETAIL PRICE (“SRP”) POLICY.

Company distributes and sells products bearing its brand names (collectively, the “Products”) under its own trade names, part numbers for the Products, and trademarks (collectively, the “Trademarks”). Company also holds copyrights to the materials published on its website and in all its catalogs and advertisements (“Copyrighted Material”). To monitor the use and maintain the value of its Trademarks and Copyrighted Material, Company has adopted the following Advertising Policy (“Policy”) for all retailers and resellers (“Dealers”) located in the United States (including Puerto Rico, Guam, and the U.S. Virgin Islands) and Canada.

Dealers may use the Company Trademarks in a manner and form approved by Company, Product part numbers and any Copyrighted Material, in connection with Product advertising, publication, catalog, web page, or other printed, audio, video, or electronic material for the corresponding Product if they adhere to the following requirement:

NO TRADEMARKS OR COPYRIGHTED MATERIAL MAY BE USED IN ANY ADVERTISEMENT, CATALOG, OR PUBLICATION, WHETHER PRINTED, AUDIO, VIDEO, OR ELECTRONIC UNLESS THE PRICE USED IS THE SUGGESTED RETAIL PRICE AS PUBLISHED BY COMPANY.

12. ADVERTISEMENTS.

“Advertisement” is broadly defined as any advertisement, announcement, information, publication, or notice given or made by a Dealer in connection with the solicitation of business or sale of any Product(s) in whatever medium, including print, radio, newsletter, television, handbill, sign (except signs inside the Dealer’s retail store directed to consumers inside the store), catalog, letter (including e-mail), electronic media (including, but not limited to, text messages and all forms of social media such as Facebook, LinkedIn, Twitter, Instagram, etc.) which includes a Dealer’s website address where the Products are offered for sale, telecommunication, internet or online sales. This Policy is not applicable to any in-store advertising such as in-store displays or signs.

Prices listed anywhere on an internet site, including but not limited to prices listed in the “shopping cart” are considered an advertisement, and therefore are subject to the Policy. Once the SRP is listed on the final internet checkout page, however, the Dealer is permitted to display “click for discount,” provided that the discount displayed (should the consumer choose to “click for discount”) is not more than 5% less than the SRP.

Any deviation from the Policy described above constitutes a violation of the Policy. Prohibited deviations from the Policy also include, but are not limited to, the following:

1. Advertisements containing phrases such as “click for price,” “email for price,” “email for best offer,” “call for price,” or other similar phrases implying that the price will be different than the SRP.
2. Advertisements offering discounts that do not specifically and conspicuously exclude the Products.
3. Any “Buy Now” price on an auction site (such as eBay®) that is below SRP.
4. Including “added value” items such as discounts, coupons, promotional codes, or other similar items in connection with the sale of the Products, unless authorized by Company.
5. Transshipping of product by the Dealer to other retailers. Dealer must sell to end-user only, unless authorized by Company.
6. Supporting, supplying, or in any way facilitating other Dealers, distributors, retailers, or resellers who advertise in violation of the Policy.
7. Advertising discounts from SRP of Products prior to final checkout.
   

Company monitors the advertised prices for its Products. Any violations of the Policy and any apparent unauthorized use of the Trademarks or Copyrighted Materials will be subject to the below actions:

1. FIRST OFFENSE: Dealer will receive a documented notice of violation (“Notice”) and will be given thirty (30) calendar days to remove the offending print advertisements from publication and distribution and three (3) days to remove any offending electronic advertisements from web pages, internet sales sites or other electronic media.

1. SECOND OFFENSE: Dealer will receive a Notice and will be placed on a non-ship basis for a period of thirty (30) days from the date of the Notice with regard to all Company Product and will not have access to any Copyrighted Material or use of Trademarks during this period. Dealer will be given thirty (30) calendar days to remove the offending print advertisements from publication and distribution and three (3) days to remove any offending electronic advertisements from web pages, internet sales sites or other electronic media.

1. THIRD OFFENSE: Dealer will receive a Notice and will be placed on a non-ship basis for a period of ninety (90) days from the date of the Notice with regard to all Products. Dealer will not be permitted to use Company Copyrighted Material or Trademarks, and will not have access to Copyrighted Material or Trademarks during this period. Dealer will be given thirty (30) calendar days to remove the offending print advertisements from publication and distribution and three (3) days to remove any offending electronic advertisements from web pages, internet sales sites or other electronic media.

1. FOURTH OFFENSE: Dealer will receive a Notice and will be placed on a non-ship basis indefinitely regarding all Products and will not have access to any Copyrighted Material or Trademarks effective immediately.

If Dealer does not remedy the First, Second, or Third offense within the time period set forth or if the Dealer makes use of any Copyrights Material or of Trademarks during a period of suspension, Company will indefinitely suspend all further sales to the Dealer and all licenses to use Copyrighted Materials and Trademarks are terminated without further notice.

13 .LIMITED LICENSE.

Company grants to its Dealers a limited, revocable, non-exclusive, nontransferable license (“Limited License”) to use the Trademarks and Copyrighted Materials in connection with the sale and promotion of its products, provided that the Dealer complies with this Policy and any other Company’s policies. The Limited License is for Dealer’s use to fairly and accurately promote the sale of Products and does not permit Dealers to distribute Trademarks or Copyrighted Material to any third party for any purpose other than developing an advertisement for the Dealer. Any use of the Trademarks or Copyrighted Materials shall be accompanied, where appropriate, by an attribution identifying Company as the owner of the Trademark or Copyrighted Material used therein. All Trademark usage must conform to the standards and policies for trademark usage as established by Company in its sole discretion. When using the Trademarks or Copyrighted Material, Dealers must be clearly identified in the advertisement by providing, at a minimum, business name, address, phone number and website.

The Limited License rights granted in this Policy do not include the right of Dealers to register the Trademarks as or within domain names, or to use the Trademarks in Dealer trade names, corporate names, or business names. Dealer recognizes that Company has the exclusive right to all Trademarks used by Company to identify its Products and Dealer agrees that it will not claim any right, title, or interest therein. Nothing herein shall be construed to give Dealer any right, title, or interest in the Trademarks or Copyrighted Material. All Dealer use of Company Trademarks inures to the benefit of Company.

Company acting through its authorized managers, retains sole authority regarding the Policy. No Company employee or sales representative has any authority to modify or grant exceptions to the Policy. Any representation or action by any unauthorized employee, sales representative, or other unauthorized person is invalid. In order to ensure that an advertisement complies with the Policy, a Dealer may submit the advertisement to Company for approval prior to publication.

14. INTELLECTUAL PROPERTY RIGHTS.

Dealer acknowledges that all intellectual property rights in and to the products and any materials provided by Company are owned by Company. Dealer shall not challenge or assist others to challenge Company's intellectual property rights.

15. NO REVERSE ENGINEERING.

1. The Dealer agrees that it shall not, directly or indirectly, engage in any reverse engineering, disassembly, decompilation, or any other method to derive the design, structure, or underlying technology of any product provided by the Manufacturer under this Agreement. This includes, but is not limited to, examining or analyzing the products to obtain proprietary information, technology, design details, or any trade secrets.
2. The Dealer further acknowledges that any attempt to reverse engineer the products or facilitate third parties in doing so constitutes a breach of this Agreement. The Dealer agrees that such actions could cause significant harm to the Manufacturer and, as such, the Manufacturer shall be entitled to seek any and all legal remedies available, including but not limited to injunctive relief and monetary damages.
3. This obligation shall survive the termination or expiration of this Agreement for a period of five (5) years thereafter.
4. Additionally, the Dealer agrees to promptly notify the Manufacturer if it becomes aware of any third-party attempts to engage in reverse engineering of the Manufacturer's products.

16. NON-CIRCUMVENTION.

The Dealer further agrees that, during the term of this Agreement and for a period of five (5) years thereafter, it will not directly or indirectly circumvent, avoid, or bypass the Manufacturer in any manner concerning the business relationship established by this Agreement. This prohibition includes making direct or indirect agreements, purchases, or sales with or through third parties that were introduced by or involved with the Manufacturer, which could otherwise circumvent or diminish the Manufacturer’s business interests or profits.

17. LIQUIDATED DAMAGES.

The parties acknowledge that the Manufacturer’s damages resulting from a breach of the Non-Reverse Engineering or Non-Circumvention provisions are difficult to quantify accurately. Therefore, in the event of a breach of either the Non-Reverse Engineering or Non-Circumvention provisions, the Dealer agrees to pay the Manufacturer liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000.00). This amount represents a reasonable estimate of the Manufacturer’s damages and is not intended as a penalty.

 In addition to the liquidated damages specified above, the Manufacturer shall be entitled to seek any other remedies available at law or in equity, including injunctive relief, to enforce the terms of this clause and to prevent any further breaches.

The obligations set forth in this clause shall survive the termination or expiration of this Agreement for the duration specified herein.

18. The terms of this Agreement are confidential and should not be disclosed to other parties.

19. The parties agree that this Agreement should be construed under the laws of New York, and that the state and federal courts residing in Dutchess County, New York shall be the exclusive venue for resolving any legal disputes between the parties. Before resorting to litigation, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the dispute is not resolved through negotiation, the parties agree to engage in mediation under the rules of JAMS. If mediation does not resolve the dispute, the parties agree to binding arbitration conducted in accordance with the rules of JAMS and judgment on the arbitration award may be entered in any court having jurisdiction.

20. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable, and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

21. ATTORNEY’S FEES. In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may not be amended except in a writing signed by both parties.