This Web Customer Agreement ("Agreement") is by and between D&H Distributing Co. ("D&H") and You, a Reseller of products ("Reseller" or "You") each a "Party" and collectively the "Parties," and is effective upon the date of Your acceptance of this Agreement. By accessing D&H's website through an account provided by D&H, You agree to the terms and conditions listed in this Web Customer Agreement. Any terms or conditions proposed by You that are inconsistent with or in addition to the terms and conditions contained herein are hereby expressly rejected and shall be void and of no effect unless specifically agreed to by D&H in writing signed by both Parties. Your acceptance of the Goods shall constitute the formation of a contract for the purchase of and sale of the Goods solely upon the terms and conditions set forth herein.
D&H will process Your request and provide You with written notification of Your log-in and password. We will send this via e-mail within 3 business days of the account being set up in our system. For security reasons, D&H will only provide this sensitive information via email to the address we have on file. D&H handles this sensitive information in accordance with our privacy policy, found here. By opening any D&H software package or accessing D&H's website or informational database, You agree to these terms and conditions. These terms and conditions are modified or amended from time to time and each time You access the database, software, or site, You reconfirm your agreement. If You do not agree to these terms and conditions, You may elect not to access the database or site, and must, if applicable, return any accompanying software product container and its contents, including any unopened software media package, to D&H.
This Agreement is effective from the day You initially use or install the software, access the database or site until such time as You cease to be an authorized reseller of D&H. You may access this secure site by choosing to "log-in" from various locations within the D&H non-secure site. At that point, You will be prompted to enter Your log-in ID and password. Your account will be initialized and ready for use when You receive Your log-in and password. Maintenance of the security of this password is Your responsibility.
Please safeguard this information and use best practices for cybersecurity, such as double-authentication and strong passwords. D&H is not responsible for any unauthorized use of this information unless written notice is received and confirmed by D&H as to the termination of this program. D&H cannot process questions relating to the access of our secure website without Your account number and proof of account ownership.
Upon purchase and of any product, You may not modify, alter, combine, or change the products in any manner without D&H's express permission. Further, You may not export the products outside of the United States or sell the products into the gray market. You also may not use the pictures, product descriptions, or other proprietary information of a vendor-manufacturer unless the information comes from a legitimate source.
The data provided by D&H under this Agreement has been subject to numerous control mechanisms to ensure its accuracy. D&H at all times will use best efforts to maintain this accuracy as to pricing and availability of products. However, if at any time the data is incorrect as to price, availability, description, image and product attributes, D&H reserves the right to reject orders placed based on this erroneous information. If prices increase for any particular product for any reason (including, but not limited to, tariffs), D&H will notify You and pass along any price increase.
You may not setoff against, deduct, and recoup from, any amounts due or to become due from You to D&H. D&H shall have the right to decline or extend credit to You and modify that credit without notice. D&H shall also have the right to require that the purchase price is paid in full prior to shipment.
The data provided herein shall at all times remain the property of D&H, and Your company shall take commercially reasonable steps to make sure this data is secured from any unauthorized use, copying transmission, downloading, or other distribution. You may not misuse or share personally identifying information or personal information (defined by applicable privacy law) of end-users in violation of applicable privacy law.
D&H disclaims all warranties, express or implied, to the fullest extent permitted by law with regard to the products, including all implied warranties of a fitness for a particular use. You acknowledge that You are not relying on any representation or statement with respect to the quality or nature of the products. You shall inspect products within twenty-four (24) hours of the date of receipt and shall promptly notify D&H of any shortfall, over-delivery, or non-conforming/damaged products (as evident without removing packaging) and the number of products You wish to reject. In the absence of such notification, You will be deemed to have accepted the products. D&H shall not be liable for any damages beyond refunding the purchase price paid for the product upon its return. You must submit a completed Return Authorization request form to obtain a Return Authorization number from D&H. You will pay for all freight costs associated with returns.
D&H reserves the right to conduct an audit for the prior two (2) years to determine if there were any past discrepancies or undiscovered issues and then issue an invoice to You to account for the past discrepancies or undiscovered issues.
During the course of this Agreement each party may disclose to the other certain Confidential Information. Such information shall be identified as confidential or by similar designation at the time of disclosure and shall include but not be limited to lists of actual or prospective resellers, pricing data, financial and business information. Each party agrees that during and after the term of this Agreement that it shall not divulge, use, sell, exchange, giveaway or transfer in any way Confidential Information. Confidential Information shall not include information that: a) is or becomes generally available to and known by the public other than resulting from, directly or indirectly, any breach of this section by receiving party or any of its representatives; b) is or becomes available to receiving party on a non-confidential basis from a third-party source, provided that the third party is not and was not prohibited from disclosing the Confidential Information; c) was known by or in the possession of receiving party or its representatives before being disclosed by or on behalf of the disclosing party; (d) was or is independently developed by receiving party without reference to or use of, in whole or in part, any of the disclosing party's Confidential Information; or (e) must be disclosed under the applicable Laws (defined as "all Canadian, provincial, and local laws and regulations, and any applicable United States and/or foreign laws and regulations, depending on the locality and jurisdiction of where the Products are sold.")
You shall indemnify, defend, and hold harmless D&H, its officers, customers/resellers, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) arising from or connected with any claim, judgment or proceeding in which it is alleged or determined, or any settlement agreement arising out of such allegation, that You breached any applicable Laws or breached this Agreement. Within ten (10) days of D&H's request, You shall confirm in writing their commitment to uphold the obligations in this Section.
You may only request a Letter of Authorization/Supply from D&H if it meets the following two (2) qualifications: a) a history of purchasing Products from D&H over the past six (6) months; and b) at least ten-thousand dollars ($10,000) of past purchases from D&H. D&H may decline to offer a Letter of Authorization/Supply in its sole discretion. You may not market Yourself as an authorized customer of D&H or utilize any of D&H's marks or intellectual property without D&H's express permission.
Pennsylvania law without regard to its conflict of law provisions shall govern the interpretation and enforcement of this Agreement, and all matters arising out of or relating to it. The parties hereby expressly exclude the applicability of the United Nations Convention for the International Sale of Goods, including the United Nations Convention on the Limitation Period in the International Sale of Goods. The state and federal courts situated in Dauphin County, PA shall be the exclusive venue and jurisdiction of all actions, proceedings and litigation in connection with this Agreement. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and will be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Reseller submits to the exclusive jurisdiction of such courts in Dauphin County, Pennsylvania. If the dispute pertains to non-payment by Reseller, Reseller will be responsible for any legal fees or collections fee incurred by D&H in recouping the amount owed.
Last Updated March 31st, 2025.
