Dealer Program Terms

Last updated: [date to be set on publication]

These Dealer Program Terms (“Program Terms”) summarize how Hamel Building Technologies (“HBT”) works with authorized dealers of Aero products (the “Program”). They apply to each company HBT approves as a dealer (a “Dealer”) and everyone who uses the dealer portal on its behalf, and they supplement our Terms of Use.

Relationship to the Dealer Agreement

If HBT and a Dealer sign a full Dealer Agreement, it governs the relationship and controls wherever it differs from these Program Terms. Otherwise, these Program Terms, the Terms of Use, the Limited Hardware Warranty and the policies in the dealer portal govern.

Eligibility and approval

The Program is open to established businesses that design, install and service building automation and HVAC controls. Applicants must provide accurate, complete information. HBT may approve, decline or conditionally approve any application at its sole discretion, considering factors such as territory coverage, technical capability and experience. A company becomes a Dealer only when HBT approves it in writing (including by email) and the first annual membership fee is paid, unless HBT waives the fee. Dealers must hold the licenses, registrations and insurance the law requires for their work.

Annual membership fee

• Billing. Portal access, dealer pricing, the dealer store, downloads and factory support require an annual membership fee, shown in the dealer portal before you pay and billed yearly in advance through Stripe, our payment processor, plus applicable taxes.
• Automatic renewal. Membership renews automatically each year, charging the payment method on file, until the Dealer cancels by written notice to dealers@hamelbt.com before the renewal date. Cancellation takes effect at the end of the current term.
• Refunds and changes. Except where required by law, fees are non-refundable, including for partial terms. HBT may change the fee for future terms with at least [30] days’ notice before renewal, and may waive or discount fees at its discretion.
• Non-payment. While an account is past due, HBT may suspend portal access, including dealer pricing, ordering, downloads and factory support, until the balance is paid. If the fee is still unpaid [__] days after it is due, HBT may cancel the membership, which ends the Dealer’s appointment and any territory designation.

Territories

Each Dealer is appointed for the territory stated in its approval or shown in the dealer portal (its “Territory”). HBT may, at its discretion, designate a Territory as exclusive to one Dealer, for example by appointing one authorized dealer per state. Territories are non-exclusive unless HBT designates them as exclusive in writing. While an exclusive designation is in effect, HBT will not appoint another authorized dealer for that Territory.

Exclusivity depends on the Dealer remaining in good standing and actively promoting and supporting Aero products in its Territory. If it does not, HBT may modify or withdraw the designation on [30] days’ written notice. HBT may set policies for projects that span several Territories, may refer end-customer inquiries to the Dealer for the Territory (who agrees to respond promptly), and may list Dealers in the public dealer directory.

Pricing and orders

Dealers order through the dealer portal at the dealer prices shown there. Orders are subject to HBT’s acceptance, and payment is due at checkout through Stripe unless HBT agrees otherwise in writing. HBT may change prices, configurations and availability at any time without affecting orders it has accepted. Shipping and taxes are shown at checkout, and Dealers buying for resale must provide a valid resale or exemption certificate to be exempt from sales tax. Shipping, returns and cancellations follow the policies in the dealer portal.

Resale, installation and support

• Dealers buy Aero products for installation and resale to end customers, not for resale to other resellers, unless HBT agrees in writing.
• Dealers set their own resale prices.
• Dealers are responsible for system design, installation, programming, commissioning and first-line support for their customers, performed safely, professionally and in compliance with applicable laws, codes and HBT’s installation instructions.
• Dealers are their customers’ first point of contact for warranty claims, handle returns with HBT under the Limited Hardware Warranty, and may not make other warranties or representations on HBT’s behalf.

While a membership is active, HBT provides factory technical support, documentation, and firmware and software updates through the dealer portal.

Trademarks and marketing materials

While in good standing, a Dealer may use HBT’s trademarks and the marketing materials HBT provides to identify itself as an authorized dealer and promote Aero products, following any brand guidelines HBT issues. Dealers may not alter the marks, use them in company, domain or social media account names, or imply any relationship with HBT other than authorized dealer. Goodwill from use of the marks benefits HBT, and this permission ends automatically when the membership ends.

Confidentiality

Dealer pricing, product roadmaps, unreleased products, technical documentation, firmware and other non-public information from HBT are confidential. Dealers may use it only for the Program, must protect it with at least reasonable care, and may share it only with employees and contractors who need it and are bound by confidentiality obligations. In particular, Dealers must not publish dealer pricing or share it with end customers or other resellers. These obligations last for [__] years after the relationship ends and, for trade secrets, for as long as they remain trade secrets.

Term and termination

Either party may end the relationship for any reason on [30] days’ written notice. HBT may suspend or terminate a Dealer immediately by written notice for non-payment, breach of these Program Terms or the Terms of Use, misuse of HBT’s trademarks or confidential information, conduct that harms HBT’s reputation or customers, or insolvency. Where applicable law requires longer notice or specific grounds for termination, HBT will follow that law.

When a membership ends, portal access, dealer pricing and any territory designation end. The Dealer must stop using HBT’s trademarks and materials and stop identifying itself as an authorized dealer, return or destroy HBT’s confidential information, and pay any amounts owed. The confidentiality, payment and liability provisions survive.

Independent businesses; no franchise

HBT and each Dealer are independent contractors. These Program Terms do not create a franchise, partnership, joint venture, agency or employment relationship, and neither party may bind the other. Each Dealer runs its own business independently, including its prices, staffing, customers and methods of operation. The membership fee is paid for access to the dealer portal, dealer pricing, downloads and support services.

Liability and governing law

To the extent permitted by law, HBT is not liable to a Dealer for lost profits or for indirect, incidental, special or consequential damages arising out of the Program, and HBT’s total liability relating to the Program in any twelve-month period is limited to the membership fees the Dealer paid in that period. These Program Terms are governed by the laws of the State of [State].

Changes to these terms

HBT may update these Program Terms or the Program’s benefits by notifying Dealers by email or in the dealer portal at least [30] days before the changes take effect. Fee changes apply from the next renewal. A Dealer that does not accept a change may cancel before it takes effect.

Contact

Send questions about the Program to dealers@hamelbt.com.