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Full title: Objection by Interested Party STIHL Incorporated to 16 Miscellaneous motion (first day motions only). An affidavit or verification, Proof of service. (Lahn, Connie) (Entered: 01/13/2021)
Document posted on Jan 12, 2021 in the bankruptcy, 75 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
Assist STIHL dealers in product knowledge, technical service, product safety, sales training, promotions, advertising and any other way necessary to maintain a mutually satisfactory and beneficial relationship between Midwest STIHL and its authorized dealers in order to enhance end user satisfaction with STIHL products .Do not transfer STIHL products for resale to dealers, companies or organizations that are not authorized STIHL sales and servicing dealers .Eligibility for the Elite Program Dealers who are authorized Midwest STIHL SRR™ dealers in good standing and dealers who have reached $80,000 in annual purchases of STIHL whole goods, parts and accessories .Similarly, nothing on a Retailer’s website should suggest or otherwise convey that it is the only STIHL Retailer site or that the Retailer has any kind of “preferred” or elevated status as compared to other STIHL Retailers, except as STIHL Inc. or the STIHL branch/distributor may specifically authorize (e.g., “SRR,” “Elite” or STIHL Service Advantage Gold or Platinum Certified).In consideration for the advertising support STIHL Retailers provide to STIHL Inc. by the promotion of STIHL products on such Retailer’s websites,
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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA ________________________________________________________________________________________________________ In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Debtor. Chapter 11 ________________________________________________________________________________________________________ STIHL INCORPORATED’S OBJECTION AND RESERVATION OF RIGHTS TO DEBTOR’S MOTION FOR AN INTERIM AND FINAL ORDER (I) GRANTING EXPEDITED RELIEF, (II) AUTHORIZING THE DEBTOR TO ASSUME THE CONSULTING AGREEMENT WITH LIQUIDATION CONSULTANT, (III) AUTHORIZING AND APPROVING THE CONDUCT OF STORE CLOSING SALES, WITH SUCH SALES TO BE FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES, (IV) PERMITTING THE DEBTOR TO ABANDON ANY PROPERTY THAT IS BURDENSOME OR OF INCONSEQUENTIAL VALUE, AND (V) GRANTING RELATED RELIEF ________________________________________________________________________________________________________ STIHL Incorporated (“STIHL”) submits this objection and reservation of rights (“Objection”) to the Motion of Tea Olive I, LLC d/b/a Stock+Field (“Debtor”) for an Interim And Final Order (I) Granting Expedited Relief, (II) Authorizing the Debtor to Assume The Consulting Agreement With Liquidation Consultant, (III) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to be Free and Clear of All Liens, Claims, And Encumbrances, (IV) Permitting the Debtor to Abandon Any Property that is Burdensome or of Inconsequential Value, and (V) Granting Related Relief (“Motion”). [ECF No. 16.] In support thereof, STIHL states as follows: STIHL’s Interests in the Collateral and Debtor’s Default 1. Debtor filed a voluntary petition for relief under chapter 11 of title 11 of theUnited States Code (“Bankruptcy Code”) on January 10, 2021 (“Petition Date”).Page 2
2. Before the Petition Date, on September 24, 2019, Debtor executed a CreditApplication, which granted STIHL a purchase money security interest (“PMSI”) under the Uniform Commercial Code in the all products sold by STIHL to Debtor. The collateral subject to STIHL’s security interest includes, without limitation: chain saws, bars and chain, trimmers and brushcutters, augers, hedge trimmers, hand tools, power brooms, blowers and sprayers, edgers cut-off machines, pole pruners, multi-task tools, oil and lubricants, spare parts, protective equipment, accessories and related items, and all proceeds of (including insurance proceeds) and accounts receivables relating to such products, whether now owned or hereafter acquired (“Collateral”). [See Exhibit A at page 2, paragraph 2.] Attached hereto as Exhibit A is a true and correct copy of the Credit Application. 3. STIHL perfected its security interest in the Collateral under the CreditApplication by filing a UCC-1 Financing Statement, file number 1143474000030, with the Minnesota Secretary of State on February 20, 2020. Attached hereto as Exhibit B is a true and correct copy of the UCC-1 Financing Statement. 4. Accordingly, STIHL holds a valid, perfected security interest in the Collateral andany proceeds from Debtor’s sale of the Collateral. See Minn. Stat. § 336.9-324. STIHL has priority over any conflicting security interest in the same inventory. Id. 5. Under the 2020 Midwest STIHL Policies & Procedures, which governed theCredit Application, the relationship between Debtor and STIHL can be terminated if there are payment defaults. Specifically, STIHL, “[r]eserves the right to terminate the supply relationship with any dealership shown not to be credit worthy.” [See Exhibit C, page 20; Past Due Account, page 21.] Attached hereto as Exhibit C is a true and correct copy of the 2020 Midwest STIHL Policies & Procedures.Page 3
6. In addition to the right to terminate the supply relationship, “STIHL has the rightin its sole discretion, to terminate at any time any credit extended to the Dealer.” [See Exhibit A, page 2 at ¶ 3.] 7. Certain of the Debtor’s stores that are subject to the Debtor’s Motion are withinthe territory of the Midwest STIHL corporate branch and are subject to the 2020 Midwest STIHL Policies and Procedures. Under the 2020 Midwest STIHL Polices and Procedures, payments are made at the direction of STIHL to Midwest STIHL’s address; however, Midwest STIHL is not a separate legal entity and is merely a trade name that STIHL does business under. 8. Before the Petition Date, Debtor became substantially behind on its invoices suchthat STIHL sent Debtor two termination letters—a Notice of Termination of Supply Relationship dated December 28, 2020, and a Notice of Cancellation dated January 4, 2021. 9. As of the Petition Date, STIHL was owed no less than $230,000.00. The Sale Motion 10. On January 11, 2021, Debtor filed the Motion whereby it seeks, among otherthings, permission to sell all of the merchandise located at all of its stores, including the Collateral. 11. Before the Petition Date, Debtor engaged a liquidation consultant to conduct a“going out of business sale”. [ECF No. 16 at 6.] Per the consulting agreement and Debtor’s Motion, the store closing sales are to be conducted at all store locations. [Id.] The liquidation consultant would be authorized to sell merchandise, which is inclusive of inventory currently at the stores, on a final “as-is” basis, free and clear of any liens, claims or encumbrances with liens attaching to the proceeds of the sale pursuant to section 363(f) of the Bankruptcy Code. [Id. at 11.]Page 4
The Objection 12. STIHL objects to the Motion to the extent Debtor seeks the authority to sell theCollateral because Debtor have failed to provide sufficient authority under the Bankruptcy Code to do so. 13. Section 363(f) of the Bankruptcy Code authorizes a debtor to sell property of theestate under section 363(b) of the Bankruptcy Code free and clear of liens and other interests of an entity in such property only if one of five requirements is met. The Debtor bears the burden of proving it has satisfied one of the requirements of section 363(f). Matter of Fansteel Foundry Corp., No. 16-01825-ALS11, 2019 WL 2064412, at *4 (Bankr. S.D. Iowa May 8, 2019). 14. The Motion contains no material discussion of the requirements of section 363(f)of the Bankruptcy Code, or how it might be satisfied in connection with any sale. Instead, the Motion states “the Debtor anticipates that it will be able to satisfy one or more of the conditions set forth in Section 363(f) in connection with any lien, claim or encumbrance a party may assert against the Store Assets.” [ECF No. 16 at 6.] 15. Subsection 363(f)(1) permits the free and clear sale of property only if “applicablenonbankruptcy law permits [the] sale of such property free and clear of such interest.” This section is interpreted narrowly. In re Janussi, 488 B.R. 456, 458 (Bankr. D. Colo. 2013). Examples of “applicable non-bankruptcy law” that courts have recognized under subsection 363(f)(1) include a sale of real estate free and clear of a restrictive covenant where the state law of “changed circumstances” applies to the property to be sold by the trustee or the sale of real estate free of an unrecorded mortgage in a jurisdiction with a “pure race” recording statute. Id. at 458-59 (citations omitted). The Debtor does not assert that the Collateral can be sold free andclear of STIHL’s liens under applicable nonbankruptcy law.Page 5
16. Subsection 363(f)(2) permits the free and clear sale of property if the affectedentity consents. The Motion asserts that Debtor fully expects that its pre-petition lenders will consent to the sales. [ECF No. 16 at 6.] STIHL, however, expressly objects to the sale of the Collateral free and clear of its liens. Thus, there is no consent for purposes of subsection 363(f)(2). 17. Subsection 363(f)(3) permits the free and clear sale of property if the interest is alien and the price at which such property to be sold is greater than the aggregate value of all liens on such property. Because the purchase price for the Collateral is unallocated, the Debtor cannot satisfy the requirement of subsection 363(f)(3). 18. Subsection 363(f)(4) permits the free and clear sale of property if the interest is in“bona fide dispute.” There is no bona fide dispute about the validity, perfection, priority, or enforceability of the STIHL’s liens. 19. Subsection 363(f)(5) permits the free and clear sale of property if the holder of therelevant interest “could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.” Examples of “legal or equitable proceedings” that fall within the scope of subsection 363(f)(5) include enforcement of a buy-out agreement among partners, liquidated damages and agreed damages in lieu of performance. See Clear Channel Outdoor, Inc. v. Knupfer (In re PW, LLC), 391 B.R. 25, 43-44 (B.A.P. 9th Cir. 2009). There is no legal orequitable proceeding in which STIHL could be compelled to accept a money satisfaction of its interest in the Collateral. 20. Further, a replacement lien in proceeds does not adequately address STIHL’sinterests and concerns with respect to the Collateral. In addition to being concerned with repayment of STIHL’s PMSI, STIHL has concerns with future liability and/or warranties claimsPage 6
if its Collateral were to be sold by and/or to an unauthorized dealer. Thus, STIHL objects to Debtor’s assertion that it is authorized to sell the Collateral under section 363(f) of the Bankruptcy Code. 21. Under the Bankruptcy Code, the Debtor is not authorized to sell the Collateralfree and clear of liens and other interests. Further, under the Credit Application, the Debtor agreed “not to encumber, sell (except in the ordinary course of business) or otherwise dispose of any Collateral so long as STIHL has a security interest in it without STIHL’s prior written approval.” [See Exhibit A at page 2, paragraph 2.] 22. However, a purchase money security interest in inventory gives the holder priorityover other creditors. See Minn. Stat. § 336.9-324(b). Thus, to the extent that Debtor is authorized to sell the Collateral, STIHL has priority over any conflicting security interests in the same inventory and is entitled to priority in any replacement liens. WHEREFORE, STIHL requests that Debtor’s Motion be denied and that the Court grant such other relief as is just and appropriate. Dated: January 13, 2020. Respectfully Submitted, BARNES & THORNBURG LLP /e/ Connie A. Lahn Connie A. Lahn (#0269219) Molly N. Sigler (#0399122) Barnes & Thornburg LLP 2800 Capella Tower 225 South Sixth Street Minneapolis, MN 55402-4662 Telephone: (612) 333-2111 Facsimile: (612) 333-6798 Connie.Lahn@btlaw.com Molly.Sigler@btlaw.comPage 7
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EXHIBIT APage 9
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EXHIBIT BPage 12
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EXHIBIT CPage 15
CONTENTS Welcome to Midwest STIHL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6STIHL Customer Service: We’re Here to help! . . . . . . . . . . . . . . . . . . . . . . .8Midwest STIHL Goals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Obligations of the STIHL Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10You and the STIHL Customer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Business Relationship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Required Tools for all Full Line Dealer Locations . . . . . . . . . . . . . . . . . . . .14Recommended Business Practices for All STIHL Rental Dealers . . . . . . .17Dealer Credit, Payment Terms and Conditions . . . . . . . . . . . . . . . . . . . . . .18Whole Goods Pricing Brackets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Fixed Margin Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Chain Brackets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Bar Brackets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Spare Parts Brackets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Past Due Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21STIHL Retail Readiness Program (SRR™) . . . . . . . . . . . . . . . . . . . . . . . . . . 22STIHL Elite Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Midwest STIHL Rewards Program mws .stihlrewardsonline .com . . . . . . 25Orders and Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Urgent Emergency Part Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Freight Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Annual Spare Parts Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34Bid Award Assistance Program (BAA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35STIHL Pro Fleet Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37National Account Landscaping Program (Nalp) . . . . . . . . . . . . . . . . . . . . . 39Professional Instruction Program for Companies & Municipalities . . . 40Seven (7) Day Satisfaction Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41STIHL iMOW® Robotic Lawn Mower Dealer Guidelines . . . . . . . . . . . . . 42STIHL iMOW® Pro Fleet Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Product Instruction Manuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46MWS Sign Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Marketing Advantage Program/ Regional Marketing Fund (RMF) . . . . 49STIHL Marketing Library - www .stihlmarketing .com . . . . . . . . . . . . . . . . 50STIHL Internet / Websites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51Trademark Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Technical Information Updates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Internet and E-commerce Policy and Guidelines - 2020 . . . . . . . . . . . . . 54Page 16
STIHL REGISTERED The following trademarks are owned by TRADEMARKS ANDREAS STIHL AG & Co. KG, Waiblingen: March 2, 2020 ƒ 1. STIHL® 11. AutoCut® 12. DIRT BOSS® 2. (Registered) (Official Logo) 13. FARM BOSS® 3. 14. iCADEMY® 4. The color combination 15. iMOW® (U. S. Registrations 2,821,860; 3,010,057; 3,010,058; 16. KISS MY AXE® 3,400,477; and 3,400,476) 17. MAGNUM® ® 18. MasterWrench Service® 5. 19. MotoMix® ® 20. OILOMATIC® 6. 21. ROCK BOSS® ® 22. STIHL Cutquik® 7. 23. STIHL DUROMATIC® ® 24. STIHL Quickstop® 8. 25. STIHL ROLLOMATIC® ® 26. STIHL WOOD BOSS® 9. 27. TIMBERSPORTS® 28. WOOD BOSS® 10. 29. YARD BOSS® some of the STIHL common law TRADEMARKS ƒ 30. 42. On A Single Charge™ 43. Pro Mark™ 31. 44. Quiet Line™ 45. STIHL Moto4™ 32. 4-MIX™ 46. STIHL M-Tronic™ 33. BioPlus™ 47. STIHL OUTFITTERS™ 34. Easy2Start™ 48. STIHL PICCO™ 35. EasySpool™ 49. STIHL PolyCut™ 36. ElastoStart™ 50. STIHL PowerSweep™ 37. Ematic™ 51. STIHL Precision Series™ 38. FixCut™ 52. STIHL RAPID™ 39. IntelliCarb™ 53. STIHL SuperCut™ 40. Master Control Lever™ 54. TapAction™ 41. Micro™ 55. TrimCut™Page 17
Welcome to Midwest STIHL At Midwest STIHL, we are dedicated to being the preeminent supplier of quality outdoor power equipment in the industry by providing sales and service support to our independent servicing dealers in Iowa, The Upper Peninsula of Michigan, Minnesota, Northern Illinois, Wisconsin, North Dakota, and South Dakota . Within these efforts, it is our policy to: • Cultivate and expand our relationships with dealers who strive to align with a quality brand such as STIHL and provide a high caliber sales and service experience at a tremendous value to our partners . We believe that the servicing Dealers that support our brand are a vital asset to our sales and marketing strategies and we will continue to support them in any way that we can . This manual supersedes all previously published policies . Future publications will be made available as necessary and pro-vided at our earliest convenience . Midwest STIHL reserves the right to change these policies and procedures at its discre-tion without notice . Important Addresses Business Address >> Send general correspondence, bid assistance requests, Midwest STIHL advertising questions and technical questions to this 301 Commerce Parkway address . Please see phone and fax numbers on the next Cottage Grove, WI 53527-8931 page for customer service related questions . Payment Remittance Address >> Submit only payments to this address . Midwest STIHL Submission of other requests or correspondence will result in P . O . Box 117245 delayed responses . Atlanta, Georgia 30368-7245Page 18
General Information Director Joe Hickey Branch Director joe .hickey@stihl .us ____________________________________________________________________________________________________________________________________________________________________________________________________Sales Team Dan Pherson Sales Manager daniel .pherson@stihl .us 757-705-2952Ian Hunt Regional Sales Manager ian .hunt@stihl .us 757-375-0018Dave Prinzi Territory Manager dave .prinzi@stihl .us 708-305-0646Dustin Deterding Territory Manager dustin .deterding@stihl .us 309-258-2411Eric Lokemoen Territory Manager eric .lokemoen@stihl .us 920-327-8036Ian Schoenke Territory Manager ian .schoenke@stihl .us 608-640-6285Jim Brady Territory Manager jim .brady@stihl .us 608-294-8066Kurt Orcutt Territory Manager kurt .orcutt@stihl .us 608-250-9139Leo Kempenich Territory Manager leo .kempenich@stihl .us 507-508-6632Matt Waters Territory Manager matt .waters@stihl .us 515-314-7048Reid Rodarmel Territory Manager reid .rodarmel@stihl .us 608-282-5347Rodney Mueller Territory Manager rodney .mueller@stihl .us 608-286-8258Tim Callahan Territory Manager tim .callahan@stihl .us 847-489-8411Tom Miller Territory Manager tom .miller@stihl .us 715-721-0846Zach Strand Territory Manager zach .strand@stihl .us 303-881-8587Andrew Guetler Technical Sales Specialist andrew .guetler@stihl .us 608-512-8846Scott Grim Technical Sales Specialist scott .grim@stihl .us 608-250-0907Conner Larson Technical Sales Specialist conner .larson@stihl .us 651-528-9301____________________________________________________________________________________________________________________________________________________________________________________________________Marketing Team Luke Proffer Marketing Manager luke .proffer@stihl .us 608-294-7103Beth Brennan Marketing Specialist elizabeth .brennan@stihl .us 608-800-7046____________________________________________________________________________________________________________________________________________________________________________________________________Administrative Support Team Aleta Holzapfel Office Supervisor aleta .holzapfel@stihl .usKatie Meyer Inventory Manager katie .meyer@stihl .us Sheila Elsey Administrative Support / Rewards sheila .elsey@stihl .usJanean Ballweg Accounts Receivable Specialist janean .ballweg@stihl .usPam Pacey Accounts Receivable Specialist pam .pacey@stihl .us____________________________________________________________________________________________________________________________________________________________________________________________________Dealer Services Team Mark Gabriel Dealer Services Manager mark .gabriel@stihl .us 608-408-0034Matt Muchie Technical Service Specialist matthew .muchie@stihl .us 715-416-2101Rick Knop Technical Service Specialist rick .knop@stihl .us 309-258-2416Craig Henricksen Dealer Support Specialist craig .henricksen@stihl .us 608-509-2690Jason Smejkal Dealer Support Specialist jason .smejkal@stihl .us 608-284-0033Allen Lopp Dealer Support Specialist allen .lopp@stihlus 608-354-8298Erin Merritt Merchandising Specialist erin .merritt@stihl .us 608-234-0250Mike Pieters Merchandising Specialist mike .pieters@stihl .us 608-512-8313Ricky Wood Merchandising Supervisor ricky .wood@stihl .us 309-258-1589____________________________________________________________________________________________________________________________________________________________________________________________________Fulfillment / WarehouseTeam Joe Rufer Warehouse Manager joe .rufer@stihl .usPage 19
General Information, continued Telephone Branch Office: (608) 839-2211 Customer Service: (888) 784-8575 Technical Service: (608) 839-2233 TeleFax Branch Office: (608) 839-2240 Customer Service: (888) 784-8576 Business Hours Branch 8:00 AM – 5:00 PM CST M-F Customer Service 7:00 AM – 7:00 PM CST M-F ____________________________________________________________________________________________________________________________________________________________________________________________________eBiz, 24 Hour Order Placement, 7 days per week Online orders may be placed at https://us.stihlb2b.com PowerChord™ Technical Support (800) 350-0981 7:00 AM - 4:00 PM CST / Monday - Friday support@stihldealer.net PartSmart® Technical Support (800) 343-3714 Extension 1 7:00 AM - 5:00 PM CST / Monday - Friday customersupport@airnet.com VS Networks - STIHL EDGE Support 312-929-1411 help@vs-networks.com ____________________________________________________________________________________________________________________________________________________________________________________________________2021 Holiday Closings January 1 New Year’s Holiday April 2 Good Friday May 31 Memorial Day July 5 Independence Day September 6 Labor Day November 25 & 26 Thanksgiving December 23, 24 & 27 Christmas Holiday December 30 & 31 New Year’s Eve HolidayPage 20
STIHL Customer Service: We’re Here to help! CUSTOMER SERVICE TEAM FOR MIDWEST STIHL Kelly Glovacz Tabitha Worrell Cassandra Barnes Normaris Rivera Sheryl HartMWS Customer Service Team Supervisor Ext – 1931 Ext – 1316 Bilingual (Spanish) Ext – 1438Ext - 1930 Ext – 2024 Jack Wheeler Carrie Roundtree Sheree Craig April Orlina Vicki Martin Joseph UnsworthCustomer Service Bilingual (Spanish) Special Services Special Services Trainer Tech/iMOW®Manager Special Services Ext –1865 Ext – 2012 Ext - 1727 Ext – 1955Supervisor -1192 Wayne Lemmond Gary Armbrust John Baker Jen Krueger September Browning Bryan HarrisTech Services Tech Services Tech Services Tech Services Tech Services Tech/Social MediaSupervisor -1599 Ext - 1763 Ext - 1924 Ext-1790 Ext - 2986 Ext - 1955Trey Vickery Joseph Unsworth Tech Services Tech Services Ext - 1956 Ext - 1292 Call Us! Toll Free: 1-888-784-8575 Fax: 1-888-784-8576 Hours: 8:00am – 7:00pm EST (Monday-Friday) Option 1: Order Inquiries and Returns. Discrepancy reporting and corrections. Call Tags/RGAs. Carrier & UPS Claims. Group email box: order.inquiries@stihl.us Option 2: Sales Support. Phoned in & faxed in orders. Price quotes. Product availability. Group email box: sales.support@stihl.us Option 3: Parts Lookup Option 4: Technical Assistance Option 5: Accounting Option 6: eBiz Policies & Procedures Questions surrounding B2B Group email box: sales.support@stihl.us Option 7: BAA (Bid Award Assistance) Group email box: bid.assistance@stihl.us Hold/Stay on the Line for All Other CallsPage 21
Midwest STIHL Goals 1. Promote and advertise STIHL products aggressively throughout the territory to ensure maximum brand and product awareness . 2. Improve the market share of all STIHL products within the territory . 3. Employ, train and supervise the staff of Midwest STIHL to ensure an informed, efficient, and professional organization is available to support the STIHL authorized dealers within the territory . 4. Select and appoint servicing dealers within the territory who demonstrate and maintain the necessary qualifications . 5. Assist STIHL dealers in product knowledge, technical service, product safety, sales training, promotions, advertising and any other way necessary to maintain a mutually satisfactory and beneficial relationship between Midwest STIHL and its authorized dealers in order to enhance end user satisfaction with STIHL products . 6. Support and enhance the sales and marketing activities of each STIHL authorized dealer within the territory to improve the success of both parties . 7. Stock a sufficient quantity of all STIHL products in order to supply the requirements of the STIHL authorized dealers within the territory . 8. Establish accurate sales performance reports to support authorized STIHL dealers within the territory with sales history, inventory assistance and territory analysis . Please Note: At its sole discretion, Midwest STIHL may, at any time, change the policies and procedures stated above and on the following pages .Page 22
Obligations of the STIHL Dealer 1. Maintain a retail establishment in a commercial trade area that is accessible to the public during reasonable business hours . 2. Maintain a reasonable commercial inventory of all STIHL whole goods; saw chain and accessories, as well as spare and replacement parts . 3. Provide updated financial information to the STIHL credit department every three (3) years or when requested by Midwest STIHL . This information may be requested to secure an increase in a dealer’s credit limit . 4. Use commercially reasonable efforts to promote, advertise and sell STIHL products . 5. Be knowledgeable in the use, repair and service of all STIHL products . Maintain at all times adequate facilities, equipment and personnel for the proper repair and service of the products (including warranty service, repairs and normal maintenance) . Provide these services to STIHL customers . 6. Employ sales staff who have been trained in the operation and routine maintenance of STIHL products, and who are capable of unpacking, setting up and demonstrating the products to the customers . These employees must be capable of explaining the safe and proper operation of these products to the customers, making them aware of all hazards and risks associated with the use of these products . 7. Maintain a display unit for demonstration purposes for any STIHL products sold in the box . 8. Attend Midwest STIHL Service Update classes and STIHL Universities as scheduled . 9. Attend Midwest STIHL Marketing & Advertising meetings as scheduled . 10. Stock and distribute to customers all applicable safety, warranty and operational information, instructions, materials and manuals, including instruction manuals, relating to STIHL products . 11. Comply with Midwest STIHL policies, practices and procedures relating to the placement and processing of purchase orders, the handling and submission of warranty claims and other matters set forth in the Midwest STIHL Policies and Procedures Manual as those policies and procedures may be changed from time to time . 12. Do not alter, change or reconstruct any STIHL product . Do not use or promote them for unauthorized applications . 13. Display appropriate signage with the current white STIHL logo on the STIHL orange background, inside and outside, identifying your business as an authorized dealer of STIHL product . 14. Keep current any financial accounts with Midwest STIHL . Adhere to program due dates or pay as sold, whichever occurs first . 15. Sell only from your established place(s) of business approved by Midwest STIHL and not by mail order or internet . In accordance with STIHL’s no-mail order policy, STIHL does not permit delivery of its products via mail or shipment . Delivery of any STIHL product to a custmmer must be made in person by a trained dealer employee and the product must be fully assembled and serviced . (See the Internet Sale Policy for details .) 16. Sell only to end-users . Do not transfer STIHL products for resale to dealers, companies or organizations that are not authorized STIHL sales and servicing dealers . 17. Dealer must participate in Marketing Advantage Program (MAP) advertising . Benefits include listing on all dealer locators (STIHLusa .com and STIHLdealers .com), PowerChord™ website, etc . (refer to current MAP program for details) .Page 23
19. Do not use the STIHL name, trade name or trademarks in your corporate name or any other name under which you do business . 20. Authorized STIHL dealerships are not transferable if your dealership is sold . It is the responsibility of the selling dealer to notify Midwest STIHL of the intended sale at least 30 days prior to pending sale . The new owner may apply for a STIHL dealership through the Territory Manager . That application will be evaluated as a new dealership . 21. Complete product registrations via eService or the STIHL Edge device for all STIHL units sold at point-of-sale . Midwest STIHL reserves the right to terminate a dealership for failure to complete product registrations . 22. All full-line, construction, and rental dealers must purchase a minimum of $10,000 worth of STIHL product during the calendar year . All dealers with year-end levels less than $10,000 will be put on cancellation notice . If the dealer is to be cancelled, they will be allowed to return product for credit to clear past due invoices over the next 90 days . Restocking fees apply . At that point, the remaining past due is payable and the supply relationship will no longer exist . 23. All full line dealer locations that carry STIHL products have a Silver qualified technician, having all the required MasterWrench Service® tools and provide on-site service . 24. IST, Gold Recertification and Silver Level Technical training fees will be assessed at $75 per day per person . There is a $250 .00 charge per person for each Gold and Platinum level technical training . It is also the responsibility of the dealership to pay all expenses the technician incurs for travel, hotel and some meals during the Gold or Platinum level technical training . 25. All dealers are required to purchase newly introduced critical tools . The tools will be automatically sent to dealers and charged the corresponding amount . Midwest STIHL will determine which new tools are deemed critical . 26. All Full Line dealerships are required to have the tools listed on the following page . 27. Dealer must participate in the Marketing Advantage Program (MAP) advertising . Benefits include listing on all dealer locators (STIHLusa .com and STIHLdealers .com), PowerChord™ website, etc . (refer to current MAP program for details) . 28. Must comply with the Minimum Advertised Price Policy, which is detailed as Appendix 2: Minimum Advertised Price Policy . Please Note: At its sole discretion, Midwest STIHL may, at any time, change the policies and procedures stated above and on the following pages .Page 24
You and the STIHL Customer As a STIHL dealer, you are the only part of the STIHL distribution system to have direct contact with the STIHL customer . It is important that a customer knows and respects his equipment . Power tools, if improperly used or maintained, can be dangerous . It is your responsibility to advise your customer concerning product safety, including proper accessories . With respect to chain saws, for instance, you should advise the customer about the reduced kickback bar, low kickback chain and the STIHL Quickstop® chain brake . • Make sure the purchasers of any new STIHL product receive the instruction manual, as well as any other literature and warnings that accompanied the product . • Make sure that the purchasers of used products, and customers who bring in equipment for repair, receive current warning labels and safety manuals . • Always properly assemble and service all STIHL products for the customer, with limited exceptions . Certain battery and corded electric products may be sold to the customer in the box, but must be assembled if requested by the customer . With the exception of chain saws and pole pruners, all AK and AI units & Corded Electric products as well as the HSA 26, RMA 510, FSA 85, HSA 66 and BGA 85, and GTA 26 may be sold in the box . • Demonstrate the correct way to start the unit . • Demonstrate proper cutting techniques . • Explain the limited warranty, process the product registration, and have the customer acknowledge that the information was reviewed . Please understand the importance of properly and completely filling out the product registration through STIHL eService or the STIHL Edge kiosk . Safety instruction acknowledgment by the customer is vital . • Never disconnect, remove or deactivate any safety device or control on the equipment . It is good practice to note on a repair work order any modifications, removal or deactivation of safety equipment that had been done to the equipment when it was received at your shop . Call these to the attention of the customer and recommend that any such matters be corrected, and the equipment put in proper operating condition . These safety devices are there for everyone’s protection . Note that you have notified the customer on the work order . Also note if the customer refuses the recommendations . • Do not use obsolete instruction manuals or sales literature . If you have any questions concerning whether any particular sales literature or instruction manual may be outdated, contact Midwest STIHL . • Do not place unauthorized attachments or unauthorized replacement parts not manufactured by STIHL on STIHL powerheads . • Keep accurate records of inventory, sales dates, serial numbers and repairs to STIHL products . • STIHL provides safety labels (0000 967 3541 and 0000 967 3613), as well as safety manuals for chain saws, cut-off machines and brushcutters free of charge . Spanish versions are also available . Provide this literature to your customers when a product is brought in for repair . Put a sticker on the equipment and give the customer a safety manual . • The dealer invoice should give the name of the purchaser, model and serial number of the equipment, length and type of bar and the type of chain . After proper instruction and demonstration, the product registration must be submitted through eService .Page 25
Business Relationship Our Relationship As an authorized independent STIHL dealer, you are an independent contractor. The relationship between us, as contracting parties, shall in no way be construed or considered to be one of partners, joint ventures, franchiser-franchisee, employer-employee, principal-agent or any other relationship except that of independent contractor. As an independent contractor, an authorized independent STIHL dealer shall have no right or authority, expressed or implied, to represent us in any capacity or transact any business or incur any obligation for, in the name of, or on our behalf. You agree that your relationship with us is and shall be that of a purchaser of products. In the event that any governmental authority, including any court of competent jurisdiction or applicable administrative agency, shall determine that the relationship between us is one of partners, joint ventures, franchiser-franchisee, employer-employee or principal-agent for any purpose, then either party hereto shall have the right to terminate the supply relationship at any time thereafter by giving written notice thereof to the other party not less than 30 days prior to the date of termination or as set forth by applicable state law, if any. Transfer of Ownership Authorized STIHL dealerships are not transferable if your dealership is sold. It is the responsibility of the selling dealer to notify Midwest STIHL of the intended sale. The new owner may apply for a STIHL dealership through the Territory Manager. Authorized STIHL dealerships are not transferable if your dealership is relocated or opens additional locations. It is the dealer’s responsibility to notify Midwest STIHL of their intention to relocate their existing business or open additional outlets. Dealers that intend to relocate or expand their businesses to other locations may apply for a STIHL dealership for these new location(s) through their Territory Manager. Termination It is our intention to create an “at will” relationship with each of our authorized independent dealers. Under the terms of an “at will” relationship, either party may terminate this relationship with or without cause, by giving thirty (30) days advance notice of the intention to terminate the supply relationship to the other party or as set forth by applicable state law, if any. Policy Changes These Policies may be changed at any time by Midwest STIHL at its sole discretion.Page 26
Required Tools for all Full Line Dealer Locations QUANTITY PART NUMBER DESCRIPTION 2 0000 855 8106 Sealing Plate, Rubber 1 0000 855 9200 Adapter Nipple 1 0000 893 4101 Control Gauge for Sprocket Wear 1 0000 893 4105 Chain Identification Gauge 1 0000 893 5903 Locking Strip (14 mm angled spark plug hole)1 0000 893 5904 Locking Strip (10 mm spark plug, 2-cycle only)1 0781 120 1021 Lubricating Grease (seals, sprockets, etc .-replaces 0781 120 1111)1 0781 957 9000 OH 723 Lubricating Fluid for Rubber Parts 1 0812 540 1112 Hex drive small shank T-27 1 1106 890 4501 Flywheel Puller 1 1110 890 4500 Flywheel Puller 1 1108 893 4800 Wooden Support 1 1117 890 0900 Chain Brake Spring Tool 1 1118 850 4200 Flange Adapter 1 1119 850 4201 Flange Adapter 1 1122 145 1200 Exhaust Port Block Off Adapter 2 1123 851 8300 Sleeve 1 1123 855 4200 Flange Adapter 2 1124 893 7100 Sleeve 2 1127 851 8300 Sleeve 1 1138 890 1200 Flange Adapter 1138 1 1139 893 2500 Flange Adapter 1139 1 1140 890 1200 Flange Adapter 1140 1 3110 003 0044 Chain Without Cutters 3/8” Picco pitch .043 gauge (for use with MDG 1)1 3111 003 0062 Chain Without Cutters .325” pitch .050 gauge (for use with MDG 1)1 3112 003 0066 Chain Without Cutters 3/8” pitch .050 gauge (for use with MDG 1)1 3114 003 0064 Chain Without Cutters 1/4” Picco pitch .043 gauge (for use with MDG 1)1 4118 890 6401 Setting Gauge 1 4133 893 0800 Flywheel Puller 1132, 4137 1 4140 145 1200 Exhaust Port Block Off Adapter for 4137, 41402 4180 893 6400 0 .1 mm Valve Adjustment Gauge (STIHL 4-stroke engines)1 4221 025 2200 Decompression Valve Plug 1 4221 893 5900 Locking Strip (14 mm, straight spark plug hole)1 4282 890 2700 10 mm Piston Stop (STIHL four-stroke engines only)1 5910 840 0207 MDG 1 Engine AnalyzerPage 27
1 5910 850 1100 Tachometer EDT 9 (replaces EDT 8, 5910 850 1009)1 5910 850 3207 Pressure Gauge (for RB pressure washer to set unloader)1 5910 850 4200 Flange Adapter (replaces 1128 850 4200) 1 5910 855 4201 Exhaust Flange Adapter 1 5910 890 2304 Square End Walbro Carb Adjust Screwdriver 1 5910 890 2305 Slot Screwdriver (orange long carburetor adjust)1 5910 890 2306 Screwdriver 2mm Hex Tip Carb Adjust Screwdriver1 5910 890 2307 4mm Socket Carb Adjust Screwdriver 1 5910 890 2310 T-8 Screwdriver ZAMA Carb Service 1 5910 890 2313 T-10 Tamper Proof Torx Screwdriver 1 5910 890 2800 Clutch Spring Assembly Hook 1 5910 890 4000 Punchdown Tool (fitting electrical wires in guides)1 5910 890 4500 Limiter Cap Tool (most red Walbro) 1 5910 890 4501 Limiter Cap Tool (most black ZAMA) 1 5910 890 4502 Limiter Cap Tool (most white Walbro) 1 5910 890 4504 Flywheel Puller 1 5910 890 8600 Flywheel Blocking Tool (STIHL four-stroke engines)1 5910 893 0301 Rewind Tool (for Easy Start and others) 1 5910 893 0800 Flywheel Puller 4140, 4144 1 5910 893 0801 Flywheel Puller 1123, 1127, 1130, 4241, 4282 (replaces 1116 893 0800)2 5910 893 1702 Bushing (replaces previous bushing 0000 963 1008)1 5910 893 1711 Carburetor Adjusting Sleeve (for FS 94) 1 5910 893 6600 Setting Disc for Small Screwdriver 5910 890 23051 5910 893 8800 Pick-Up Hose Hook 1 5910 893 9601 Collar Screw (for installing captured bar nuts)1 4511 400 5602 LK 45 Wall Charger (for AI product troubleshooting)1 4511 405 7400 Activation Key (for AI product troubleshooting)1 4850 430 5702 AL 500 Charger (for troubleshooting AK, AP batteries)*STIHL tool or equivalent: these tools are available from STIHL and will fit in the pre-cut foam drawer inserts for the STIHL Toolbox listed below, but may be sourced from another vendor if desired . Optional STIHL toolbox: part no . 0463 901 0249 (does not include foam inserts with tool cut-outs) Optional foam insert set for toolbox: part no . 0797 510 1078 (3 pieces, 12” X 18”) The STIHL Toolbox complete with the pre-cut foam and tools can be ordered from your STIHL Distribution Cen-ter .Page 28
Required Tools for all Full Line Dealer Locations, ContinuedThe following items are not available from STIHL but are required for a dealer to have available in the service area: ITEM DESCRIPTION Computer Windows based computer with internet access for operating and updating STIHL Diagnostic Software to use with the MDG 1 and ADG 2, and for access to technical service informationDVOM Digital Volt Ohm Meter (EXTECH 470 or equivalent recommended)Amp Draw Meter Example: Klein CL310 Clamp Meter (not needed if DVOM has amp draw capability)AC Line Splitter Example: Klein 69409 AC Line Splitter (for checking amp draw with meter)Wiring repair tools (terminal crimp pliers, soldering iron) Bench Grinder (to sharpen RMA blades) Angle Grinder (to sharpen HS blades) Be aware that special carburetor adjustment tools and limiter cap removal tools are for STIHL dealer use only and are not to be sold to the general public . Doing so is in violation of U .S . Government EPA regulation 40 CFR 1068 .101 subpart B, paragraph 2 which states: “Defeat devices. You may not knowingly manufacture, sell, offer to sell, or install, any part that bypasses, impairs, defeats, or disables the control of emissions of any regulated pollutant, except as explicitly allowed by the standard-setting part. We may assess a civil penalty up to $3,750 for each part in violation.”Page 29
Recommended Business Practices for All STIHL Rental Dealers It is the dealers’ responsibility to advise the customer concerning product safety and available protective apparel . When selling or renting a chain saw, STIHL Cutquik® Cut-off machine, trimmer / brushcutter, hedge trimmer, pruner, auger, blower, sprayer or pressure cleaner, you should provide the following services to your customers: • Properly assemble and adjust the unit . • Give the customer an instruction manual or safety manual and note this on the rental agreement or invoice . The following is a listing of part numbers for safety manuals in Spanish and English: ENGLISH SPANISH Chain Saws 0457 184 3021 0457 184 3121 Trimmers / Brushcutters 0457 187 0121 0457 187 3121 Cut-off Machine 0457 186 0121 0457 186 3121 Hedge Trimmers 0457 189 0121 0457 189 3121 These instructions and safety precautions can reduce the risk of injury to your customers . Advise the customer that anyone using the product must first read and understand the manual . You must also be familiar with the unit’s instruction manual / safety manual and point out to the customer the safety precautions and warnings contained in it . Describe reactive forces, their causes and how to avoid them . Reactive Forces by Product Chain Saws Cut-Off Machines Kickback Reactive forces, Including Kickback Pull-in Never use circular saw blade Push-back Never cut wood of any type Blowers Brushcutters Reactive forces on nozzle Kick out Augers Rotational Force • Point out and discuss the safety features on the unit . • Demonstrate the correct way of starting the unit and the proper operating techniques . • Make sure the warning decals are in place; if not, apply white decal (0000 967 3613) for chain saws, yellow decal (0000 967 3541) for all others .Page 30
Dealer Credit, Payment Terms and Conditions 1. Pricing Policy It is the intention of the company to offer an uncomplicated Pricing Policy for STIHL dealers . We draw your attention to the following important provisions of our current payment terms and conditions . • Prices, allowances, promotions, and/or terms are subject to change without notice . • Price changes are effective on a specific date and all shipments on or after that date will be billed at the revised price . • Pricing errors brought to Midwest STIHL’s attention later than 60 days after date of shipment will not be honored and will stand as billed . • Minimum billing charge is $25 .00 . Orders less than $25 .00 will be billed the difference between what was actually ordered and the $25 .00 minimum . (Example: If the invoice total comes to $10 .00, you will be billed an additional $15 .00 .)• Midwest STIHL reserves the right to re-bill an invoice upon discovery of a billing error . We encourage you to bring all suspected billing errors to our attention immediately for your protection . • No shipments will be made on consignment . • Price changes will be issued periodically . • Backorders will be billed at the price in effect at the time of order . However, when we have a limited supply at a lower price, we reserve the right to notify the dealer that we will accept the order only at a higher price . • All backorders will be billed at standard terms . Backorders for products on program orders will be billed at the remaining terms in effect at the time of shipment . • Specific item pricing can be found in the appropriate sections of this Dealer Support Manual; however, the basic discount structure (from MWS-SRP) is detailed subsequently . Unit Price Brackets - Midwest STIHL has six unit price brackets . Dealers will be placed in a price bracket based on the previous year’s purchase volume . Please note that SRR™ Dealers jump one price bracket or 1% . Elite dealers jump one additional bracket . Chain Price Brackets - Midwest STIHL has five chain price brackets . Dealers will be placed in a chain price bracket based on the previous year’s purchase volume and number of stores . *Excludes all carbide chain . Bar Price Brackets – Midwest STIHL has two bar price brackets based on a dealer’s SRR or non-SRR status . Spare Parts Price Brackets – Midwest STIHL has two spare parts price brackets based on a dealer’s SRR or non-SRR status . A formal review of each dealer’s classification will take place in January each year . Dealers will be reclassified from one price bracket to another, for units and chain, based on their total dollar volume purchases . Dealers are encouraged to review their purchase volume and stocking levels on a regular basis with their Territory Manager . Chain BracketsWhole Goods Pricing Brackets PRICE LEVEL PREVIOUS YEAR’S PURCHASES UNITS 1 $1,000,000+ 26% 2 $500,000 - $999,999 25% 3 $300,000 - $499,999 24% 4 $130,000 - $299,999 22% 5 $80,000 - $129,999 20% 6 $10,000 - $79,999 or Non-SRR 18% NOTE: Some models have a fixed margin and do not qualify for additional discounts . We will do our best to notify you of any price change; however, prices and discounts are subject to change without notice .Page 31
Fixed Margin Units Some models have a fixed margin and do not qualify for additional discounts . Fixed margin units include the following: All STIHL Battery Units, All Pressure Washer Units, BG 50, BGE 61, BGE 71, BR 200, FS 38, FS 40 C-E, FS 50 C-E, FS 56 RC-E, FSE 60, HS 45, HSE 52, HSE 70, HT 56 C-E, KM 56 RC-E, MM 56 C-E, MS 170, MS 171, MS 180, MS 180 C-BE, MS 181 C-BE, MS 211, MS 211 C-BE, MS 250, MS 251, MS 251 C-BE, MSE 141 C-Q, SH 56 C-E, SE 62, RMI 422 P, RMI 632 PDEALER STATUS FIXED MARGIN UNITS SRR & Elite 20% Non-SRR 18% Some models within the STIHL range are packed two units per carton . All dealers are required to order the following in multiples of two: MS 170/171/180/181/211/211 C-BE/250/251/251 C-BE/271/291, BG 50, HS 45, all KombiMotor (KM) units and all line trimmers and brushcutters up to and including FS 240 . We will do our best to notify you of any price change; however, prices and discounts are subject to change without notice . Chain Brackets Below is Midwest STIHL’s chain feet pricing . A dealer’s price bracket is determined by their previous year chain purchases and the number of dealership locations . For example if a dealership with a single location purchases 2,000 ft . of chain in a calendar year they will be placed in the Level 3 bracket for the next calendar year . If a dealership with 3 locations purchas-es 2,000 ft . of chain in a calendar year they will be placed in the Level 4 bracket for the next calendar year . *Excludes all carbide chain . 2 3 4 5 6 7 8 9 10+ CHAIN BRACKET 1 STORE STORES STORES STORES STORES STORES STORES STORES STORES STORES MARGIN1 5,000 ft . 6,500 ft . 8,000 ft . 9,500 ft . 11,000 ft . 12,500 ft . 14,000 ft . 15,500 ft . 17,000 ft . 18,500 ft . 47%2 3,000 ft . 4,000 ft . 5,000 ft . 6,000 ft . 7,000 ft . 8,000 ft . 9,000 ft . 10,000 ft . 11,000 ft . 12,000 ft . 44%3 2,000 ft . 2,650 ft . 3,300 ft . 3,950 ft . 4,600 ft . 5,250 ft . 5,900 ft . 6,550 ft . 7,200 ft . 7,850 ft . 42%4 1,000 ft . 1,350 ft . 1,700 ft . 2,050 ft . 2,400 ft . 2,750 ft . 3,100 ft . 3,450 ft . 3,800 ft . 4,250 ft . 40% 5 Less than 1,000 ft . / each price 20% 30% Bar Brackets Bar pricing is tied to your SRR and Elite status . Please reference the below chart for details . DEALER STATUS BAR MARGINS SRR & Elite 40% Non-SRR 30% Spare Parts Brackets Spare parts pricing is tied to your SRR and Elite status . Please reference the below chart for details . DEALER STATUS BAR MARGINS SRR & Elite 40% Non-SRR 30%Page 32
2. Dealer Credit We are pleased to be able to offer the privilege of favorable credit terms, as set forth below, to qualified dealers who satisfy and continue to meet the terms and conditions of our credit program . This credit program is offered as a benefit to and privilege for our dealers and is maintained at our discretion . • To establish credit, a completed and signed credit application, annual profit and loss, and balance sheet and/or personal financial statement will be required . To maintain your established credit limit, annual profit and loss statements and balance sheets are required at least every three years . These financial statements may be requested at any time and will be required for any credit limit increase . A personal financial statement may also be required if deemed necessary . • Credit is available only to our authorized dealers who satisfactorily meet the credit requirements established by STIHL Incorporated . • Credit must be approved by STIHL Incorporated . Each dealer’s account will be assigned a credit limit based on credit history and purchase requirements . • If, in the judgment of STIHL Incorporated, a dealer’s credit becomes impaired, we may be forced to suspend or alter credit, require payment in advance or take such steps as necessary to secure payment . All reasonable costs incurred in the collecting of past due accounts are payable by the party in default . We reserve the right to terminate the supply relationship with any dealership shown not to be credit worthy . • As a condition of credit privileges, you must keep your account current to avoid interruptions in service and product deliveries . This policy is in the best interest to you, our dealer, in order to provide the highest quality service . 3. Payment Terms The terms of payment for Midwest STIHL invoices are as follows: INVOICE VALUE DUE | SPLIT PAYMENTS ACE | DIB FLOOR PLAN WELLS FARGO FLOOR PLAN$25 - $2,999 Net 25th Net 30 Net 30 $3,000 - $4,999 1/2, 1/2 Net 45 60 Day Interest Free Period $5,000 - $8,999 1/3, 1/3, 1/3 Net 60 90 Day Interest Free Period$9,000+ 1/4, 1/4, 1/4, 1/4 Net 75 120 Day Interest Free Period “Skip-a-month” terms are available if you place an order of $5,000 or more on or after the 25th of the month . That means that if you place a $5,000+ order on October 25th, the invoice/first payment will not be due until December 25th . Everything on the invoice will have the extended terms . Ace/Do It Best/True Value are not included in “skip-a-month” . • Invoices will be emailed overnight after shipment . • End of month statements will be sent within the first week of the month . • Invoices are due and payable when the product is sold or by the due date, whichever comes first . • Payment must be received in Midwest STIHL’s bank account no later than the 25th of the month for all invoices . Invoices not paid by this date are considered past due . Finance charges of 1 .5% per month will be billed on the last day of the month for any outstanding amounts . Minimum finance charge is $5 .00 . • A $50 .00 service charge will be added for any check returned due to insufficient funds . The payment then due must be paid with a certified check or money order . Should any check be returned due to insufficient funds, the dealer’s account will be placed on hold until the account is current . Your cooperation in avoiding the situation is appreciated . • Midwest STIHL reserves the right to refuse credit to dealers that do not pay their accounts on a timely basis . • eBiz is an Internet site that allows dealers to review and pay invoices online . • Dealers with past due accounts that have orders on hold for more than 5 business days and have not made acceptable payment arrangements will have any open orders or backorder cancelled . The dealer will need to reorder any items from a canceled transaction when their account is brought back to current status .Page 33
Payments to Midwest STIHL may also be made online with STIHL eBiz . You choose which invoices to pay and when you pay them . Payments are sent electronically from your bank account to ours . You can view invoices and statements on eBiz . If you choose to send a physical check, be sure to mail to the following lock box address . Lock Box Address: Midwest STIHL P . O . Box 117245 Atlanta GA,30368-7245 Payments received at the Cottage Grove office will be forwarded to the lock box in Atlanta and will delay application of funds . This delay could result in your payment being late and a late charge being applied to your account . eBiz is an excel-lent alternative . Please call MWS for more information regarding this payment option . Past Due Accounts Any account which becomes past due in accordance with the terms stated above will be subject to a 1 .5% service charge per month (18% annual rate) on any unpaid balance beginning with the date the invoice became past due . The service charges must be paid in full . Accounts becoming past due, including service charges, may be placed on a hold basis until the account is made current or such time that open account invoicing is deemed viable . When and if an account reaches sixty (60) days past due, at management’s discretion, Midwest STIHL may cease all shipments . If a Dealer’s credit, in the judgment of Midwest STIHL, becomes impaired, Midwest STIHL may suspend or alter credit terms, require payment in ad-vance or take other steps to secure payment . Midwest STIHL reserves the right to terminate a dealer that, in our opinion, has shown itself to not be credit worthy .Page 34
STIHL Retail Readiness Program (SRR™) The STIHL Retail Readiness Program is a voluntary on-going program requiring recertification annually . The criteria re-quired to be SRR certified and the benefits thereof may change from year to year . If you are interested in becoming a STIHL Retail Ready dealer, please contact your Territory Manager . Requirements to be SRR™ Certified The benefits of being an SRR Certified dealer are as follows: • Annual volume of $35,000 • STIHL Concept Store 2 .1* or higher in your dealership adequately sized for your volume (40 ft . minimum / 12 ft . dedicated to Lithium-Ion) (See Conversion Notice below regarding upcoming changes)• Must have at least one silver level technician at each location• Key employees must complete 100% of all MWS Custom iCademy® modules• A lighted sign installed in a prominent location outside . This must be the current STIHL logo sign with white letters . If local ordinance restricts an outdoor sign, dealer must install interior sign• Use STIHL P .O .P . materials and literature as furnished by MWS• Use STIHL Price Tag Set • Must have a “Single Sign-On” account • Attend MWS MasterWrench Service® Update biennially (every 2 years)• Attend annual STIHL University training • Keep account current • 90% of all orders must be placed through eBiz Benefits of being SRR™ Certified • Jump one price bracket or 1% for non-fixed margin whole goods pricing (18% for non SRR dealers)• Fixed margin units at 20% (18% for non SRR dealers) • Parts margin at 40% (30% for non SRR dealers) • Bar margin at 40% (30% for non-SRR dealers) • Free freight for parts and accessories on qualifying orders . All spare parts, concept store accessories, attachments, bars and chains qualify for free freight . Whole goods, oil, MotoMix®, STIHL Cutquik® carts, STIHL Cutquik® metal box carrying cases, No-Spill® gas cans and abrasive wheels, and chain saw carrying cases are NOT eligible for this program . *A free freight order must be at least $400 .00 . All free freight shipments will be shipped via a carrier of Midwest STIHL’s choice . Please note that this is only available to SRR & Elite Dealers . • Receive special pricing, terms discounts on select programs and service training . • Eligible to participate in Midwest STIHL incentive trips or incentive rewards . • Eligible for program specified free literature, P .O .P ., price tags, reduced prices for business trips, schools, etc . • Eligible for participation in the STIHL Rewards Program DISPLAY CONVERSION NOTICE: Please note, effective in 2021, C2 or below will no longer qualify as SRR . Grid wall & slat, wood gable & wood base decks are considered to be C2 and will no longer qualify . STIHL Concept Store C3 or higher will be required to maintain your SRR status . *Discuss qualifications with your TM .Page 35
STIHL Elite Program STIHL Incorporated has developed a program available only to STIHL exclusive dealers entitled “STIHL Elite .” If your dealership is 100% exclusive for all serialized handheld products, your dealership may qualify for the benefits under this program . These benefits are in addition to the benefits available under the SRR™ program . If you are interested in becoming a STIHL Elite dealer, please contact your Territory Manager . Eligibility for the Elite Program Dealers who are authorized Midwest STIHL SRR™ dealers in good standing and dealers who have reached $80,000 in annual purchases of STIHL whole goods, parts and accessories . Multi-store dealers must average $40,000 for each additional location to qualify for the Elite Program . Requirements of the Elite Program • Must meet all SRR™ requirements . • Maintain $80,000 in annual purchases of STIHL whole goods, parts and accessories from Midwest STIHL . Multi-store dealers must average $40,000 for each additional location to qualify for the Elite Program . • Stock and sell only STIHL branded serialized handheld power tools . Updated policy on competitive products regarding battery powered units and wet/dry vacuums are outlined below . • Eliminate all competitive battery products from their retail locations . Any competitive battery or plug-in electric products that retail for less than $75 are not considered competitive products . • Eliminate all competitive wet/dry vacuum lines from their retail locations . Any competitive wet/dry Vacuums that retail for less than $100 are not considered competitive products . • 70% of all saw chain sales will be STIHL branded chain . • 70% of all bars will be STIHL branded bars . • 70% of all accessory sales that STIHL makes available will be STIHL branded accessories . (Bar and Chain are NOT included in these numbers) • Must have 48 ft . minimum STIHL Concept 2 .1* display or higher (see Conversion Notice below) of which at least 12 ft . must be STIHL Lithium-Ion display . • Dealership must employ at least one (1) GOLD Certified Service Technician . The certified technician must complete the training and be maintained per the MasterWrench Service® program requirements . For details regarding this program, please contact the Midwest STIHL Technical Service department . If you lose your Gold Certified Technician, you have one (1) year to replace that technician . Gold technician must complete recertification every three (3) years . • Dealership must agree & abide by all Midwest STIHL Policies & Procedures as published in our dealer support manual . • Dealer must maintain account in current status at all times . • Require MDG1 Tester Benefits of being SRR™ Certified • Jump one additional price brackets above SRR level for whole good pricing . • Shop labor rate on warranty repairs plus 25% on parts after the dealership has a Gold certified mechanic . • Elite insignia will appear next to the dealers name on the STIHL Website dealer locator . • No parts restocking fees when all return conditions are met per MWS policy . Loss of Elite Status Failure to maintain all of the Elite requirements at all times will result in loss of Elite Status for the dealership . Dealers will have to re-enroll the next calendar year . Loss of Elite benefits will mean the following: • Loss of the one additional price bracket jump above SRR for whole good pricing . • Dealer will be returned to regular SRR™ status . If the failure is also a requirement of the SRR™ program, the dealer will also lose their status in both programs . • Shop Labor Rate will be returned to the prior rate (only if loss of Elite status is result of not having a Gold Tech after one year) . • Elite insignia will be removed from the dealer locator . DISPLAY CONVERSION NOTICE:Page 36
STIHL Retail Readiness Program (SRR™) - Construction Dealer Construction dealers are dealers whose business is 90% or more comprised of TS & GS units . For Construction dealers to qualify for bronze, silver or gold level pricing brackets, they must meet Construction SRR Program requirements . Construction Dealer Requirements to be SRR™ Certified The benefits of being an SRR Certified dealer are as follows: • Place a qualifying construction product booking order • Minimum order of 50% TS units based on prior year’s sales• TS Display Tree or better in all locations • Display appropriate number of STIHL Diamond Wheels • STIHL Required Tool List • Construction-qualified Technician or better (Silver-qualified or Gold Factory Certified)Construction Dealer Benefits of being SRR™ Certified • As part of the program, construction dealers receive a STIHL Construction based PowerChord Site that is listed on the dedicated Construction Dealer Locator . • These dealers also benefit from a dedicated media campaign that consists of digital marketing, TV advertising, and six direct mailers annually . • Receive locked-in bracket pricing through the remainder of the year with no minimum quantities needed . • Will receive SRR Shipping and Terms Benefits .Page 37
Midwest STIHL Rewards Program mws .stihlrewardsonline .com Rewards Participant Qualifications: • You must be employed by a STIHL SRR™ Dealer participating in the Midwest STIHL Rewards Program . • You must remain current with the MWS required training track on STIHL iCademy® or your points will go to a pending iCademy status . How to Earn Rewards Points Rewards points are earned for selling qualifying STIHL serial numbered products shown on the Midwest STIHL Rewards website . Sales associates are awarded 1 point per $1 of MWS-SRP . Accessories and Attachments do not qualify for Rewards points . There is also an opportunity to earn bonus points by entering a customer’s email address . In order to receive these points, the email address entered must match what is entered under the STIHL eService registration for the same product . Registering for Rewards Points Products must be registered to qualify for the Rewards program . For your convenience they can be registered with one of two systems (please do not register a unit twice) . • STIHL Edge – Once registered in STIHL Edge it will take the registration up to 3 days to move to STIHL eService . Then, the registration will move from eService to the Rewards Program . Note: The Sales Person ID, Model and Variant drop down boxes under the STIHL Rewards section of the registration form must be filled in properly. • STIHL eService – Once Registered here the product registration will move from STIHL eService to the Rewards Pro-gram within 2 days . Note: The Sales Person ID, Model and Variant drop down boxes under the STIHL Rewards section of the registration form must be filled in properly. Rewards Points Tracking You may view your account status at any time by clicking on ‘Rewards Totals .’ This amount will include all Rewards points, including those pending verification and pending iCademy® training track completion status . Rewards Points Redemption & Fulfillment Rewards points can be redeemed for STIHL units/accessories or STIHL OUTFITTERS™ items . The process varies for each . Redeeming points for STIHL units/accessories: Once your Rewards points have been credited to your account simply go to the home page, locate the product you would like to redeem your points for and click the ‘Buy Now’ button . Items pur-chased with Rewards points must be available from the dealership at which the participant earned the points . Participants must meet qualifications prior to redeeming Rewards points . Note: It is the dealer’s responsibility to make the redeemed product available to the participant . The product for which the points are redeemed (excluding STIHL OUTFITTERS™ items) (see STIHL OUTFITTERS™ below) will be credited by Midwest STIHL via a credit memo on the account . Rewards redemptions are processed monthly . Products redeemed by the 23rd of the month, will typically be processed on the 24th of the month . Products redeemed on the 24th of the month will typically be processed on the 24th of the next month . Credit for the product will be issued within 60 days from the report run on the 24th of the month . Please contact your Territory Manager with questions . Redeeming points for STIHL OUTFITTERS™ STIHL Outfitters promotional certificates must be used for point’s redemption through the Midwest STIHL Rewards Program . Certificates are available in increments of $25 .00; these certificates can be redeemed for STIHL apparel and collateral on stihloutfitters .com . Simply use your rewards points to purchase a certificate and you will be sent an email from Norscot (STIHL Outfitters vendor) with your gift certificate code and redemption instructions . Note: Once an order is placed for a certificate, if the associate does not already have an account set up on Stihl outfit-ters .com, one will automatically be set up for you and you will receive an email from Stihl outfitters with the login infor-mation . This email will arrive to the email address provided for the Midwest Rewards program . With the implementation of this change, individual Outfitters products have been removed from the Midwest STIHLPage 38
also gives you the option of pay-the-difference if you want an Outfitters item that is more than your available points . Dealership will not receive any credits for STIHL OUTFITTERS™ item . Rewards Points Each participant is limited to 30,000 redeemed points ($400 .00 @ MWS/SRP) per calendar year . Rewards points will not carry over from year to year . The deadline to redeem points for the rewards fiscal year is the Friday before the Thanksgiv-ing Holiday at 12:00pm, of each year . Points for each rewards fiscal year will start on December 1 at 12:01am, of each year . Sales may still be entered after the Friday before Thanksgiving and they will accumulate into the next fiscal year . Rewards Account Status Midwest STIHL Rewards accounts with no activity for a period of 240 days will be moved to inactive status and all points will be removed . An email notification will be sent after 120 days of inactivity reminding you to enter a sale . If the account goes inactive any unspent points will be lost . Once the account has been moved to an inactive status, an account administrator must be contacted in order to turn the sales associate back to an active status . Please contact your TM to assist you .Page 39
Orders and Shipping • Not withstanding any other disposition, a dealer’s order will not bind Midwest STIHL without the latter’s acceptance . It will be at the sole discretion of Midwest STIHL whether or not any order is filled . Midwest STIHL will not be responsible for any delay in filling an order to a dealer . The dealer agrees that it will have no right to, and shall not claim from, Midwest STIHL, any indemnity, damages, or payments for goodwill or other compensation in the event of failure to fill an order . • Orders may be placed through our eBiz Center (refer to eBiz section), or by using Midwest STIHL’s toll-free Customer Service “direct lines” as follows: Telephone: 1-888-784-8575 Telefax: 1-888-784-8576 email: sales .support@stihl .us • eBiz is an Internet site that allows you to enter orders, check the status of your orders, get copies of invoices and check product pricing and availability using the internet . You can also check your account information . It is easy and convenient . To sign up, go to https://us .stihlb2b .com and apply for a login and password . You will receive confirmation and user information from Midwest STIHL within a few days . • EDN-enabled Systems . Place orders directly from your existing dealer software system . Dealers using integrated software providers now have immediate, integrated connectivity to our system, enabling electronic ordering, real-time inventory status, pricing, and order confirmation receipts . Seamless integration has been achieved with: Basic Software 800-252-4476 Charter Software 303-932-6875 cSystems 817-649-3100 DIS Corporation 800-426-8870 Ideal Computers 800-737-1620 MIC’s Powerware 800-326-6162 Pathfinder Software 330-928-1961 Profile System Design 270-821-0720 Softpower Computers 800-535-4031 SofTek Software 330-743-1219 Sun Software 800-223-4853 Windward Software 800-663-5750 • After you have activated your Dealer Management System, you will need to subscribe to eConnect ordering . This process only needs to be performed once . You can then begin to place orders or check stock and pricing directly from your DMS in real time . If you have any technical questions or are having a difficult time getting through to your DMS provider, please contact Snap-on Business Solutions at (800) 709-7773 and select option 2 . • Not withstanding the first point previous, Midwest STIHL will make every effort to fill all orders on a timely basis . Under normal circumstances, the cutoff time for orders submitted through eBiz is 1:00 P .M . Central Time, orders called or faxed to Customer Service before 11:00A .M . Central Time will be shipped that day (provided the account is in good standing and the product is available) . Please note that when 3rd party credit approval is required; approval must take place prior to the cut off times . Pre-season booking orders will be shipped at Midwest STIHL’s discretion . Apart from specific promotions, there will be no minimum unit requirements on order STIHL whole goods, accessories, and parts, other than those which are packaged in multiples as noted in the dealer support manual . • All orders will be filled and shipped in the order that they are received . Due to the order processing system used by Midwest STIHL, it is impossible to facilitate dealer “add-ons .” Once an order has been keyed into the system, a dealer must create a new order for any additional items required . Orders cannot be cancelled once they are entered . • Local dealers may pick up their orders (provided the account is in good standing and the product is available) at the Midwest STIHL facility in Cottage Grove . All local pickup orders must be entered in eBiz . If local dealers intend to pick up their order, please indicate this at the time of ordering . Orders placed before 11 a .m . can be picked up the same day but must allow a 4-hour lead time before pickup . Units may be picked up between 8 am and 4 pm . No dealer pickups will be allowed after 4 pm as it will interfere with outgoing FedEx and LTL shipments . Dealers who arrive at Midwest STIHL without giving this lead time should be prepared to return at the appropriate time as there is no dealer waiting area .Page 40
• Backordered items will be invoiced at the price effective at time of order . • Midwest STIHL is required by law to collect state sales tax in conformity with the rules and regulations of states in our territory . Our price lists do not reflect state sales taxes where applicable . However, if dealers are purchasing goods to be resold, and you have furnished Midwest STIHL with a complete and valid resale certificate, then state tax is not charged . Generally speaking, items used in business are taxable . • Midwest STIHL will be transitioning to electronic correspondence of invoices, packing slips, order confirmations, statements, etc . Paper correspondences will no longer be available . Please be sure to provide an updated email address and contact name for packing slips to midwest .stihl@stihl .us so you are sure to receive any updates and necessary communications . *Effective April, 2020 . Urgent Emergency Part Service If you absolutely need a part as soon as possible that Midwest STIHL and the STIHL distribution network does not have in stock, that part can be shipped directly from the Virginia Beach parts warehouse to your dealership . To initiate an urgent emergency part service shipment please contact Customer Service at (800) 878-8575 . The order must be placed by 12 noon for same day shipping . Service charge per line item: $10 .00 . Fixed freight charge: Ground - $10; Next Day Air $40 .Page 41
Freight Policy Freight Policy We will charge dealers for freight as incurred on all orders unless: • eBiz orders of $3,000 or more will be shipped freight prepaid on a carrier chosen by Midwest STIHL (excludes any direct-shipped Norscot orders .) • Orders of $4,000 or more that are faxed, emailed, or called in will be shipped freight prepaid on a carrier chosen by Midwest STIHL (excludes any direct-shipped Norscot orders .) • Orders made up entirely of select battery and corded electric products, related accessories and select spare parts, with a minimum order value of at least $750 will be shipped freight prepaid . For a complete list of qualifying products, visit STIHL eBiz . • Orders of $400 or more of qualifying parts and accessories ship free for SRR & Elite Dealers . • All spare parts, accessories, concept store accessories, attachments, bars and chains qualify for free freight . • Whole goods, oil, STIHL Cutquik® carts, STIHL Cutquik® metal box, diamond wheels, composite abrasive wheels, carrying cases, No-Spill® gas cans, AR Batteries, and MotoMix® are NOT eligible for this program . • Norscot direct-shipped orders do not qualify . Free Freight *Exclusions May Apply At our discretion, we will determine the most efficient way to ship free freight orders . • All free freight shipments will be shipped via a carrier of Midwest STIHL choice . • Any backorder that was part of a $3,000 eBiz order, a $4,000 order or a $400 parts order will be shipped freight free . Backorders cannot be held to ship with new orders . • Dealers are encouraged to place Oil and MotoMix® orders through the Oil Drop Ship Program (See the Oil & Chemi-cals section of the eDSM for details) . • Orders that are part of specific promotional programs may qualify for prepaid freight . Please see specific promotion forms or inquire with your Territory Manager or Customer Service for details . • Midwest STIHL will determine the most efficient way to ship prepaid freight orders . • All other shipments are F .O .B . (origin) Cottage Grove, WI . (freight prepaid and charged back to the dealer) . The dealer assumes liability when the goods are delivered by the carrier . Order Consolidation In an effort to reduce shipping costs as well as reduce the number of packages delivering to your Dealership, MWS attempts to consolidate existing dealer orders into one shipment . For example, if a dealer places a new order and has existing backorders, MWS will attempt to consolidate the backorders with existing product creating one shipment . Separate packing slips will be emailed for each order .Page 42
Free Freight Overview Chart DIAMOND ALL MINIMUM ORDER GAS WHOLE- TS CARTS & ABRASIVE CARRYING OIL ACCESSORIES PARTS AMOUNT CANS GOODS WHEELS CASES $400 No No No No No No Yes* Yes* EBIZ EDI $750 Battery and corded electric products, related accessories and select spare partsORDERS $3,000 All items can be combined for FREE Freight . CUSTOMER SERVICE EMAIL, $4,000 All items can be combined for FREE Freight . FAX & PHONE ORDERS Direct ship clothing from the NORSCOT clothing catalog do not qualify for free freight under any of the MWS programs . Only clothing shipped from the MWS warehouse qualifies as an accessory . Drop Ship orders CANNOT be combined with other orders that ship from the Midwest STIHL warehouse to meet the minimum dollar requirements for free freight . eBiz / C.O.D. Orders Midwest STIHL does not ship orders C .O .D . Damaged or Missing Inspection It is the dealer’s responsibility to verify the count on every shipment received . Prior to accepting the shipment, please inspect each carton for evidence of rough handling and damage . You should not sign for any shipment unless you have confirmed the carton count . If carton damage is found, the carton should be opened and inspected in the presence of the delivery driver . Any damage must be noted on the carrier’s bill of lading . Shortages and damages not noted on the carrier’s bill of lading are the responsibility of the dealer . Claims which are refused because the inspection procedures were not followed will be charged back to the dealer . All damages or shortages should be reported to Customer Service within 5 business days of receipt of shipment at 888-784-8575 or email order .inquiries@stihl .us . Insurance Insurance is covered within our shipping charges, therefore, lost or damaged shipments will be replaced provided that proper documentation is received . Spee-Dee & FedEx Shipments • Prior to signing for the shipment, count and inspect freight . All palletized freight leaving Midwest STIHL is shrinkwrapped, and a notice indicating the number of boxes is placed on the pallet . This number of boxes should agree with the total number of cartons on the delivery receipt . Be sure to count the cartons, not pallets! • For power units, be sure to lift cartons to determine if any tampering has occurred in shipping (i .e ., power unit missing and carton resealed) . • All other boxes leaving Midwest STIHL are sealed with clear tape . • If damage is found or suspected, open the carton and inspect the contents while the carrier is present . • When signing, note any damage or irregularities to the boxes, strapping and / or tape to the driver and be sure to indicate that you will be filing a claim . Hold the carton and its contents at your location for inspection . • Claims for missing or damaged items should be made to Customer Service, telephone (888) 784-8575 or email order .inquiries@stihl .us, within 5 days of shipment, or claims will not be considered .Page 43
Truck Freight • Prior to signing for the shipment, count and inspect freight . All palletized freight leaving Midwest STIHL is shrink-wrapped, and a notice indicating the number of boxes is placed on the pallet . This number of boxes should agree with the total number of cartons on the delivery receipt . Be sure to count the cartons, not pallets! • If the shrink-wrap or clear tape is not intact, count the cartons carefully . • All discrepancies for missing and damaged items must be clearly noted on the carrier’s delivery receipt at the time of delivery . • The driver must sign your copy of the delivery receipt . Failure to do so voids Midwest STIHL’s ability to file a claim with the designated carrier . • When damage is found, an immediate inspection by the carrier’s claims department must be arranged . To arrange for this inspection, contact STIHL’s Customer Service department (888) 784-8575 . • If count is not correct, the bill of lading must be marked “Shrink wrap not intact”, otherwise dealer is responsible for lost goods . • Claims for missing or damaged items should be made to Customer Service, telephone (888) 784-8575 or email order .inquiries@stihl .us, within 5 days of shipment, or claims will not be considered . In turn, Midwest STIHL will file the claim on your behalf against the carrier . • IMPORTANT - Shortages and visible damage not noted at the time of receipt on the carrier’s bill of lading become the sole responsibility of the dealer . Any carrier claims that are refused because the above noted procedure was not followed will be charged back to the dealer .Page 44
Returned Goods Returned goods shipments will be accepted only if the following conditions are met: • A “Returned Goods Authorization” (RGA) number must be obtained from the Customer Service Department . The Customer Service Department can be reached at order .inquiries@stihl .us or (888) 784 .8575 (option 1) . The Returned Goods Authorization number must be written on the outside of the carton, and the RGA form must accompany the return . Shipments received without prior authorization will be returned to the sender at their expense . • Requests for returning goods must be made within 30 business days of invoice date . *Elite Dealers are excluded from restocking fee on any approved RGA submitted within the 30 day period . • If a return is the result of a Midwest STIHL shipping error, an “RGA” number must be obtained from the Customer Ser-vice Department . The “RGA” number must be written on the outside of the carton, the invoice number must accompa-ny the return and the claim must be made with Customer Service within 30 days of the invoice date . • Units being returned for service must have all fuel and oil drained prior to shipping . Do not ship via air . Ship ground only . Units that have had or still have fuel in them are classified as “dangerous goods .” Please check with your shipper for proper procedures . If a unit is shipped containing fuel or oil, a $25 per unit charge will be assessed to you . • Instruction Manuals and Special Tools must also be included with any units that are returned to Midwest STIHL . Failure to do so will result in a $25 charge to dealer . • Returned parts must be in the current STIHL parts price list . No return on superseded or special order items • Parts must be new, unused, in original containers and in saleable condition (no open kits or no dealer markings or price stickers) . Parts may not have been installed . Special order items are non-returnable . • Will not accept chain or bar only from STIHL pre-kitted chain saws (i .e . MS 171, MS 181 C-BE, etc .) . Units that are kitted must come back complete - unit, bar, chain, and scabbard . If unit does not come back complete, dealer will have unit sent back to them at dealer expense . • Special cut chains are not eligible for return • Electrical parts, gaskets and small hardware (nuts, screws and bolts) are not returnable • Each item must have a Midwest STIHL Suggested Retail Price of $10 .00 or more • The dealer is responsible for freight charges on all returns unless the return is the result of a Midwest STIHL shipping error, in which case a FedEx or SpeeDee Call Tag will be issued . • All powerheads must be in the original carton and not previously serviced . • If units are returned within 30 days, credit will be issued to dealer without a restocking charge applied . Dealer pays freight on return . • If units are not returned within 30 days, credit will be issued at dealer net less a minimum 15% restocking charge for all items returned . If the return is a result of a Midwest STIHL error, a restocking charge will not apply . • Lithium Ion Battery returns must be approved by MWS and we will provide a return kit and issue a RGA . All backpack style batteries, regardless of condition, cannot be returned via FedEx and must be picked up by TM . All damaged or leaking batteries cannot be returned via FedEx or SpeeDee and must be picked up by the TM . • Authorization will be cancelled if items are not received at the Midwest STIHL warehouse within 30 days of issue . • Returned Units for repair or warranty please see Repair Policy . • Unauthorized returns will be shipped back to the dealer at the dealer’s expense . Note: Please do not hold items for your Territory Manager to pick up as they do not visit the Cottage Grove facility on a regular basis . This may result inPage 45
Annual Spare Parts Return 1. Dealers are entitled to one spare parts return per year . The amount eligible for return is limited to 10% of the previous calendar year’s parts purchases . 2. Spare Part return requests will only be accepted until September 30th of each year . After receiving your request, Midwest STIHL will notify the dealer when to ship the approved merchandise to Midwest STIHL . Regardless of the return request date, returns will only be processed from September through December . All parts must be physically shipped to Midwest STIHL by October 31st to give us time to process them by the end of the year . Failure to meet this deadline will result in voiding the parts return . 3. Credit will be based on the current Midwest STIHL Spare Parts price list . A restocking fee based on 15% of the total return will be applied . The dealer will be responsible for freight charges associated with this return . 4. Spare Parts Return classification . Please refer to the “Spare Parts Classification” Column in the Spare Parts section of the eDSM . Spare parts classified with a Y (yes) can be return and parts classified with an N (no) CANNOT be returned . The following items are NOT returnable regardless of classification: • Any part that has been installed . • Any part with a retail value of less than $10 .00 • Any sealed package which has been opened (i .e . carburetor or rope rotor kits) . • Gaskets, electrical (ignition modules, motors, control units, etc .) and/or rubber parts . • Any bars or chains . • Any part that is or will soon be superseded based on current technical information• Any MOQ parts in opened bags . • Any accessories . For example: abrasive and diamond wheels, brushcutter blades, chaps, clothing, glasses, gloves, files, hand tools, hearing protectors, helmets, oil, protective apparel, line heads and trimmer line, etc . The following items are NOT returnable regardless of return code• Any part that has been installed . • Any part with a retail value of less than $10 .00 • Any sealed package which has been opened (i .e . carburetor or rope rotor kits) . • Gaskets, electrical (ignition modules, control units, etc .) and/or rubber parts . • Any bars or chains . • Any part that is or will soon be superseded based on current technical information• Any MOQ parts in opened bags . • Any accessories . For example: abrasive and diamond wheels, brushcutter blades, chaps, clothing, glasses, gloves, files, hand tools, hearing protectors, helmets, oil, protective apparel, line heads and trimmer line, etc . 5. Returned parts must be clean, new and in salable condition as determined by Midwest STIHL . Parts must be in original factory packaging, where applicable . Parts must be in MOQ quantities . No parts with Dealer marking or price stickers will be accepted . 6. Returned parts that cannot be resold as new will be returned to the Dealer . Return freight will be billed to the dealer . 7. Account must be current and in good standing unless otherwise approved . 8. The Annual Spare Parts Return Program will not be allowed to reduce service levels on current orders . 9. Requests must be clearly legible and include the dealer account number . Requests can be mailed, faxed or emailed to Midwest STIHL, 301 Commerce Parkway, Cottage Grove WI . 53727 . tina .dungan@stihl .us MWS Fax: 608-839- 2240 . 10. Upon approval, Midwest STIHL will update the RGA for the approved parts . All returns will be processed in October through December .Page 46
Bid Award Assistance Program (BAA) Purpose The STIHL Bid Award Assistance (BAA) program is designed to help the dealer recover a portion of the discount offered to an organization in order to win a bid award for STIHL product . Dealers may bid any discount he or she believes necessary to win a bid . Midwest STIHL will reimburse the dealer up to 50% of the discount given, up to a maximum of 10% of the suggested retail price (SRP) for any discounts between 10% and 20% off the SRP . For example, if the dealer gives a 15% discount to an eligible government agency the dealer will receive a 7 .5% credit from Midwest STIHL . Discounts below 10% do not qualify for reimbursement . For example • For a discount of 5%, the dealer does not receive a credit• For a discount of 9%, the dealer does not receive a credit• For a discount of 10%, the dealer receives a 5% credit • For a discount of 12%, the dealer receives a 6% credit • For a discount of 20%, the dealer receives a 10% credit • For a discount of 25%, the dealer receives a 10% credit Qualifying Entities • Tax exempt organizations under the U .S . Internal Revenue Code section 501(c)(3) . Cities, counties, states and federal government agencies, including the military . • Third Party procurement companies which have a written contract with a specific government agency . This does not include sales stock product for future sales . • Midwest STIHL may provide BAA to other organizations where appropriate . Some examples of the type of qualifying entities are listed below . Government/Tax Supported Entities • Department of Defense (Army, Navy, Air Force, Marines) • Department of Agriculture (US Forest Service) • Department of the Interior (National Parks, National Monuments, Wildlife Refuges, Indian Reservations)• Department of Transportation (FAA) • Department of Homeland Security (Coast Guard) • Department of Veterans Affairs (Veteran Hospitals, National Cemeteries)• National Aeronautics and Space Administration (NASA) • United States Postal Service (USPS) • Amtrak State, County and Municipal Entities • State Universities and Colleges, School Districts • Forestry Departments • Courthouses, Prison Programs (excluding privately owned prison companies such as CoreCivic or GEO Group as examples) • Parks and Recreation Departments • Roads and Highways Departments • Electrical Cooperatives, Utility Cooperatives • Police Departments • Fire Departments • Airport Authorities • National Guard Tax Exempt Entities (only those who qualify as a 501(c)(3)Page 47
Requirements • Other than the third party procurement exception above, BAA product may not be resold, raffled, or otherwise transferred . • All STIHL products (including those purchased through a third party procurement agent) must be assembled and serviced, and must be demonstrated and delivered to the end user organization in person by the Dealer . This includes the safety information presentation already done for STIHL products sold to each retail customer . All units must be registered to the end user organization . • The STIHL BAA program is applicable to STIHL units, attachments and accessories (including oil in case quantities, protective apparel and saw chain files by the box) . STIHL replacement parts and STIHL OUTFITTERS™ merchandise are not included in the program . • Minimum qualifying purchase before BAA discount is $100 .00 . • Products donated to any organization are not eligible for BAA reimbursement . • Dealer submits the documentation electronically to Midwest STIHL via Dealer Single Sign-On (SSO) under “BAA” link . Note: Product must be registered prior to submitting the claim . • Documentation includes: • Dealer sales invoice with the official name of agency or organization including mailing address, phone number, contact name and email address . The invoice must show the model and serial number(s), along with the sale price and discount . • The tax ID number registered with the IRS . • A copy of the PO from the agency or proof of payment (e .g . copy of the check or credit card receipt) . • If selling to a third party procurement agency, a copy of the procurement agreement must be attached, including an order from the government agency to the third party procurement company for the product on the invoice . • Dealer must retain a copy of the documentation for two years . • Claims must be submitted within 60 days of the sale . • Midwest STIHL will audit claims and from time to time may request additional information or proof of the tax exempt status of an organization . Questions Regarding BAA? Email: bid .assistance@stihl .us Phone: 1-888-784-8575 (option 7)Page 48
STIHL Pro Fleet Program Program Purpose The STIHL Pro Fleet Program is designed to provide large commercial landscapers a volume discount on major purchases of landscaping power tools and related accessories . Program Overview Full-Line STIHL dealers will be eligible for a Pro Fleet Program reimbursement up to 10% of the regional STIHL Branch SRP at date of sale (prices may vary according to seasonal promotions) when the program requirements are met . Program Eligibility This program is only available to companies or agencies who are involved in the commercial landscaping business on a full time basis . Organizations must have a federal tax id, not be a government agency, member of STIHL Incorporated’s National Account Program, or considered non-profit under the conditions of a 501c(3) . If you have any questions regarding a customer’s eligibility, please call your Territory Manager . Qualifying Order Once eligibility is established a Pro Fleet customer must make a Tier 1 or Tier 2 qualifying purchase . Tier 1 includes a qualifying purchase of $2,500 -$4,999 and a Tier 2 qualifying purchase of $5,000 or more of select products (including STIHL branded accessories) on one invoice . Serialized product (including AP and AR batteries) must make up a minimum of 50% of the order to be eligible . The dealer may offer the Pro Fleet discount associated with the qualifying tier and will be reimbursed by STIHL accordingly . See chart below . QUALIFYING ORDER PRO FLEET DISCOUNT * DEALER REIMBURSEMENT Tier 1 $2500-$4999 10% 5% Tier 2 $5000+ 20% 10% *A Pro Fleet discount less than the tier minimum does not qualify for reimbursement. Any additional discount in excess of the tier minimum will not be reim-bursed by STIHL, and will be absorbed by the Dealer. Eligible Products on Qualifying Order • All serialized units except FS 38/40/50, BG 50, RB 200, AS, AI and AK battery units, and iMOW® (see iMOW® Pro Fleet Program) • AP and AR batteries qualify as serialized units • STIHL branded accessories (must not exceed 50% of the order)• Only one MS/MSA, one TS/TSA and one GS unit may be purchased through the Pro Fleet Program on a qualifying order . These units do not count toward the qualifying dollar amount . These are “add-on” units only . Qualifying Reorder The Pro Fleet customer’s original qualifying purchase makes that company eligible for reorders through the Pro Fleet Pro-gram at their qualifying tier level throughout the following (rolling) twelve months for all qualifying serialized products . Eligible Products on Reorders • Serialized units only (no accessories on reorders) • MS/MSA, TS/TSA and GS units are not eligible on reorders . Submission requirements All appropriate forms must be submitted to STIHL within 60 days of the sale . • Copy of the invoice to the customer . • Complete Pro Fleet Program Reimbursement Form, available on STIHL eBiz Downloads . • Register all serialized product prior to submission .Page 49
Email: profleet@stihl .us Mail: 536 Viking Dr ., Virginia Beach, VA 23452 Fax: (757) 486-9249 Additional Program Details: • Discounts / Credit refunds are based upon STIHL Branch SRP at date of sale to the commercial landscaper (prices may vary according to seasonal promotions) . • Once a customer qualifies, they may purchase additional qualifying serialized products from any participating STIHL Dealer through the Pro Fleet Program . Discounts may vary . • The Pro Fleet Program is only available to Dealers who are in good credit standing with STIHL . • No additional discounts or programs will apply . • All units must be properly set up, registered and serviced . The Dealer must review appropriate operational procedures and provide a product manual with each product . • STIHL reserves the right to modify and/or change this program with or without notice .Page 50
National Account Landscaping Program (Nalp) Program Purpose The National Account Landscape Program (NALP) provides qualified participants NALP pricing . Dealers who sell to these accounts will receive a credit for each product sold . Participation in this program is voluntary . Dealers are not required to honor NALP pricing . Program Overview To receive credit a dealer must sell at the exact published NALP and submit a completed Landscape Assistance claim form (available on eBiz under the “Information” tab and then click on “Downloads”) and all required documentation within 60 days from the date of sale . The National Account Landscape Program is only available to Dealers who are in good credit standing with STIHL . Please submit all claim documents to midwest .stihl@stihl .us or fax to 608-839-2240 . Program Eligibility A complete list of the qualified participants is found on the single sign on portal (SSO) . 1 . Login to your SSO account 2 . Click on the resources tab on the left-hand side of the page3 . Click on current year files 4 . Click on Landscape Customers Eligible Products All items listed in the NALP price file . 1 . Login to your SSO account 2 . Click on the resources tab on the left-hand side of the page3 . Click on current year files 4 . Click on current year Landscape Price File . a . File will show the national account “C” sell to price b . File will show the Dealer credit price c . Please note the tabs at the bottom of the price file . Purchase Options Customers have two options available – Purchase from dealership or order from STIHL Inc . 1 . Dealer Sales a . The National Account Customer purchases product directly from Dealer inventory . The dealer sells products according to the NALP, bills the National Account Customer directly, and gets paid for the sales at the NALP price while the customer receives their product immediately . b . Dealer submits a completed direct sale claim form with a copy of the invoice to receive the dealer credit price . Claims are sent to STIHL Inc . via email, to midwest .stihl@stihl .us . The dealer credit price will be issued to the dealership as long as all requirements are met . 2 . STIHL Inc . Sales The National Account Customer places an order with STIHL Inc . and identifies their dealer choice . STIHL notifies Midwest STIHL and Midwest STIHL ships the product to the dealer . After receiving instructions, the dealer assembles and delivers the product before completing and returning the document to Midwest STIHL . When the process is completed, the dealer receives a service fee credit from Midwest STIHL . Submission Requirements 1 . Completed National Account Landscape Program claim form including list of part numbers and model description for all products 2 . Copy of the sales invoice 3 . Register all serial product prior to submissionPage 51
Professional Instruction Program for Companies & Municipalities Program Purpose The Professional Instruction Program is designed for the professional landscaper, tree service, public utility and similarservice groups . MWS can help your customers get the most out of their equipment . Our Instructor will demonstrate the proper use andmaintenance of our equipment and keep your customers up to date on relevant equipment information . Topics Included: • STIHL equipment maintenance • Product applications (choosing the proper tool for the job)• Protective apparel (PPE) • Features of STIHL products • Proper starting techniques (simulated) • Proper fuel mixture/storage • Money-saving STIHL features • Basic cutting techniques (felling & bucking simulated) Safety and Maintenance Training Training is to be scheduled through our Technical Sales Specialist or Territory Manager . Training may require a lead time of several months to find an agreeable date and time for all parties involved . MWS will make every effort to assist our dealers and end users by providing this training . In the event we cannot accommodate due to scheduling, MWS will do our best to reschedule the event at a later date or find another training provider . We also strongly encourage the use of our safety manuals and DVD’s . Dealerships are encouraged to represent themselves as a sponsor of the training, but are not required to do so . • Dealerships are to be involved where possible • Requirements for Dealership or Non-dealership involvement include: • Supply appropriate place or venue to hold the event • Provide seating • Provide tables (at least one 6-8 ft . table) • Send out invites • Supply demo area • Supply materials for demo • Attendance sheet for attendees • Supply meal or snacks where appropriate • MWS Involvement • Supply presentation • Supply laptop • Supply sound system if applicable • Provide demo equipment • Supply all safety equipment • Pricing • Non SRR Dealership - $350 .00 • RR/Elite Dealership - $250 .00 • Training fee will be invoiced to the sponsoring dealer .Page 52
Seven (7) Day Satisfaction Guarantee Midwest STIHL offers a Seven (7) Day Customer Satisfaction Guarantee on select STIHL machine . The STIHL Satisfaction Guarantee Program allows a customer to return any STIHL serial numbered machine (except TS and TSA cut-off machines, GS concrete cutters, pressure washers, and robotic lawnmower) to the selling STIHL dealer for a refund (including taxes) or an exchange within seven consecutive days of the original purchase date . The machine must be returned to the original selling dealer . If a machine is returned, the dealer’s options are as follows: Procedure for Satisfaction Guarantee Returns If a customer returns to a participating dealer for reimbursement or exchange, and the machine qualifies under the terms of the STIHL Satisfaction Guarantee Program, the dealer should use the following guidelines to file a Satisfaction Guaran-tee claim: • Complete a STIHL Warranty Claim Form using the correct serial number, model number and date sold, and include an explanation for why the customer is returning the unit . (Do not use the STIHL eService website for filing Satisfaction Guarantee claims) • Claims must be mailed within 30 days to: Midwest STIHL Technical Services Department 301 Commerce Parkway Cottage Grove, WI 53527 • Include a copy of the original sales invoice and the return invoice showing customer information, model number and serial number of the unit involved . • Include a copy of the original product registration . (Print a copy from eService if the unit was registered electronically) . • Once the above documentation has been received, Midwest STIHL will issue a credit to the dealer for 10% of the dealer’s cost of the returned unit . The product registration from the original sale will be voided . The machine can then be sold to another customer as a demonstrator product . The product will have the same warranty coverage as a new machine, starting from the date the product is resold . • With prior approval, the unit may be returned to Midwest STIHL (freight prepaid) for a full credit . STIHL Satisfaction Guarantee - Items Not Covered • STIHL gasoline and battery powered cut-off machines (TS/TSA), the GS concrete cutters and pressure washers, and robotic lawnmowers do not qualify for the program . • Machines must be returned within seven (7) consecutive days from the date the customer originally purchased the product . Machines returned after this time period do not qualify for reimbursement or exchange under the program . • The Satisfaction Guarantee applies to select STIHL serial-numbered machines only . It does not apply to any other STIHL product such as accessories, repair parts, cutting attachments, expendable and/or supplementary items, etc . • The STIHL Satisfaction Guarantee Program does not apply to machines that have been damaged due to improper adjustment, abuse, misuse, neglect or failure to operate and maintain the machine in accordance with the instructions supplied in the instruction manual . • Machines that have been stolen or damaged due to abuse or neglect or damaged by fire, water, wind or other acts of nature do not qualify for exchange or reimbursement . • If the machine is returned due to warranty failure, it is to be repaired per the normal guidelines of the STIHL Limited Warranty Policy and returned to the customer . Dealers and customers should refer to the STIHL Limited Warranty statement for these guidelines . The customer is responsible for any repairs for failures that do not qualify for warranty coverage . • Cutting attachments, deflectors, shrouds, handles, etc . should be expected to have normal wear, discoloration and debris buildup as with any used or demonstration machine . Normal wear and tear does not qualify for reimbursement under the STIHL Limited Warranty statement . STIHL reserves the right to modify or cancel the Satisfaction Guarantee Program at any time .Page 53
STIHL iMOW® Robotic Lawn Mower Dealer Guidelines As an Independent STIHL dealer, you may have the opportunity to become a STIHL iMOW® robotic lawn mower dealer . In order to ensure a positive customer experience, STIHL has developed specific guidelines for retailing our robotic lawn mowers . The criteria required to be a STIHL iMOW® dealer, and the benefits thereof, may change from year-to-year . Meeting these guidelines requires an on-going commitment and participating dealer’s compliance will be reviewed annually . The requirements to be a STIHL robotic lawn mower dealer are: 1. Dealership must be part of the STIHL Retail Readiness (SRR) program2. Installation • Installation must be offered to the customer with the purchase of every iMOW® . • If the Dealer will be installing the iMOW® for the customer, installation must be performed by an employee of the STIHL dealership, licensed contractor, or landscaper . If dealer intends to recommend a licensed contractor or landscaper to perform installation, the contractor/landscaper must attend a Branch provided, 3 day training course and provide a signed waiver form prior to attending . • Dealer - 1 attendee required | Contractor or Landscaper - Minimum of 2 attendees required to attend• Only genuine STIHL installation materials may be used . 3. Service • On-site repair of iMOW® installations will be performed by a dealership employee or trained third party . • Dealer should repair or diagnose an iMOW® unit within five business days; or, if the unit cannot be repaired within 5 days, provide an alternative for the customer to cut their lawn until the unit can be repaired, to prevent unmanageable grass growth repair . • Dealer will offer an annual iMOW® service program to the customer after the mowing season ends, meeting the minimum guidelines set forth by STIHL, which may be updated from time to time . • Clean iMOW® • Update the software/operating system, if and when updates are available . • Replace mowing blade and confirm blade installation on service screen . • Inspect all electrical connections and replace grease with STIHL DC4 or dielectric grease equivalent• Inspect the mower, including wheels, and the docking station for damage . • Verify functionality in service test area . • Dealership must purchase the special tools for iMOW® . • Dealer must provide its technician a laptop with internet access and proper diagnostic software to allow on-site service . 4. Training • The Dealer’s employee(s) responsible for the sales, service and installation of iMOW® (and any recommended licensed contractors or landscapers) will attend a training course, as outlined below: • Day 1 – Sales training and installation theory • Day 2 – Practical hands-on installation practice and technical training• Day 3 – On-site installation at a STIHL dealership . • Dealer will participate in on-going iMOW® training programs, as they are made available by STIHL . • In the event that a dealership no longer has an iMOW® trained employee, dealer agrees to send employee(s) to the iMOW® training outlined above within two months or to the next available training opportunity . 5. Merchandising • Use STIHL provided iMOW® P .O .P . • Have an in store STIHL iMOW® display system . • Have an operating iMOW® on premisesPage 54
STIHL iMOW® Pro Fleet Program Program Purpose The STIHL iMOW® Pro Fleet Program is designed to provide commercial landscapers and groundskeepers a volume discount on purchases of iMOW® units and related installation materials . This program is only available to companies or agencies who are involved in the commercial landscaping or groundskeeping business on a full time basis . The organization must have a federal tax id, not be a government agency, member of STIHL Incorporated’s National Account Program, or considered non-profit under the conditions of a 501c(3) . If you have any questions regarding a customer’s eligibility, please call your Territory Manager . Program Details Authorized STIHL iMOW® dealers will be eligible for iMOW® Pro Fleet Program reimbursement as outlined in the chart below: iMOW® UNIT RECOMMENDED DISCOUNT (B) STIHL BRANCH CONTRIBUTION (C) PURCHASE QUANTITY (A) 5-9 5% off Units + 20% off bulk install materials* 50% of Column “B”10-39 10% off Units + 20% off bulk install materials* 50% of Column “B”40+ 20% off Units + 20% off bulk install materials* 50% of Column “B”*Eligible iMOW® installation materials = perimeter wire, perimeter wire stakes, perimeter wire repair connectors• The iMOW® Pro Fleet customer’s original qualifying purchase makes that customer’s future re-orders eligible for the iMOW® Pro Fleet program (and 50% of the discount contribution to the participating Dealer), throughout the following rolling twelve months for all iMOW® units (even single unit orders) . • iMOW® purchases will accumulate as long as a minimum yearly purchase of 5 units is made . • Example: Year one, the customer purchases 5 units and qualifies for a 5% discount . Year two, the same customer purchases 10 additional units . The total purchases for that customer is now 15 units . They now qualify for a 10% discount on the units purchased in year two . • Failure to purchase a minimum of 5 iMOW® units in a calendar year resets the discount level to 0 . • Dealer may offer greater discount at its discretion . STIHL contribution is limited to 50% of recommended discounts (see chart) . Dealer must provide at least the recommended discount to qualify for reimbursement . • Dealer may offer customer a 20% discount on customer’s purchases of unlimited installation materials (as defined above) with qualifying unit purchase only, and Dealer will be eligible to receive contribution of 50% of the 20% discount . • The discount given must be the same for all qualifying units on the purchase to be eligible for STIHL contribution . • This program is only available to STIHL iMOW® Dealers who are in good credit standing with STIHL . • All appropriate forms must be submitted to STIHL within 60 days of the sale . • No additional discounts or programs will apply . • The next qualifying order (per above guidelines) will reset the clock for another rolling 12 months . • Once a customer qualifies for the Fleet discount, they may purchase additional iMOW® units at any participating STIHL iMOW® Dealer through the iMOW® Pro Fleet program . Discounts may vary . • iMOW® units may only be installed by a trained installer . Landscapers may request installation through an authorized iMOW® dealer or may elect to become a trained installer . Please contact your STIHL branch representative for more information . • Dealer must complete the Pro Fleet Reimbursement Form and attach the sales invoice indicating the qualifying serialized products and accessories, along with a copy of the eService product registration to receive appropriate credit . • STIHL reserves the right to modify and/or change this program with or without notice . To receive reimbursement, the Dealer must submit the following within 60 days of the date of sale: • Copy of the invoice to the customer • Copy of the eService product registration • Complete iMOW® Pro Fleet Program Reimbursement Form (available on STIHL eBiz Downloads)Page 55
STIHL Inc. Product Certificate Program Program Purpose The STIHL Inc . Product Certificate Program for product giveaways is designed to: • Streamline the product giveaway process between STIHL Inc . and distribution by making certificates redeemable at all dealers and have STIHL Inc . reimburse dealers directly . • Provide a certificate that all dealers can have confidence in honoring – utilizing serialized certificates in conjunction with special “Kan’t Kopy”paper . • Give dealers greater benefit – specifically reimbursement at MSRP – for their participation in the process . NOTE: This program is specifically for use in STIHL Inc . initiated product giveaways through such programs as American Tree Farm System and Forest Resources Association awards, TREE fund auction donations, STIHL TIMBERSPORTS®, trade show drawings, etc . This will NOT include product placement opportunities (such as magazine, newspaper, television, mov-ies) — those will continue to be handled case-by-case, as they are now . Process • STIHL Inc . representative distributes product certificate to recipients . • When recipients receive the certificate, they can go to any STIHL servicing dealer, per directions on back of certificate, to receive their free product . Certificate states that the recipient should call the selected dealer first to ensure the designated product is in stock . • The dealer will then mail or fax the certificate, along with proof of “delivery,” such as a receipt, back to STIHL Inc . • STIHL Inc . will process payment to be directly mailed to dealer for reimbursement of STIHL Inc . manufacturer’s sug-gested retail price (MSRP), plus applicable sales tax . About the Certificate The certificates will be printed on 8 ½ x 11 inch Kan’t Kopy paper . STIHL Inc . Instructions to recipient (on back of certificate): • To receive the product specified on the front of this certificate, take this to your nearest participating STIHL servicing dealer . It is recommended that you confirm product availability in advance . • To locate your nearest dealer, please go to www .stihlusa .com, click the “dealer locator” link and follow instructions by entering your city or zip code, or call 1-800-GO-STIHL (1-800-467-8445) . • Please present product certificate before purchase . • This certificate is only valid for product specified on front . • Certificate has no cash value . • Questions? Please call Customer Service at STIHL Incorporated: • 1-800-GO-STIHL (1-800-467-8445) • Select option 2 . Instructions to dealer (on back of certificate): • This product certificate is redeemable for product specified on front . • Certificate has no cash value . • Please attach proof “delivery” of product (such as a receipt) on front, sign your name and fill in your dealer number and the certificate number in the space provided below . Mail to: STIHL Inc . Fax to: 757-486-9288 536 Viking Drive ATTN: Marketing P .O . Box 2015 ATTN: Marketing Virginia Beach, VA 23452 • You will be reimbursed MSRP value of product specified on front, plus applicable sales tax . • Keep a copy of the Certificate for your records . • Questions? Please see related “STIHL Inc . Product Certificate Program Guide” or call STIHL Inc .:Page 56
About Kan’t Kopy Paper When documents reproduced on Kan’t Kopy Paper are copied a “VOID” pattern appears on the copies . This international-ly-patented process uses moirés to create the pattern on both black & white and color photocopies of the original docu-ment . Scans of the original also appear “VOID” . A special viewer will reveal the pattern . See sample of voided certificate below . Further security is provided by a simulated watermark printed on the reverse side of each Kan’t Kopy sheet . This watermark is visible when the sheet is held at an angle . Illusion created by lines intersecting at various angles .Page 57
Repair Assistance STIHL products are sold exclusively through full service dealers . All STIHL dealers must provide a service department, possess certain necessary special tools and attend periodic service training seminars . Dealers must be willing to supply prompt and efficient maintenance, warranty and repair service for all users of STIHL products . The Midwest STIHL Technical Service Department will assist any dealer with any service problem, but cannot serve as a dealer’s service center . Calling Midwest STIHL at 608-839-2233 can solve the majority of these problems . As a last resort, and if the dealer has made a good faith effort to resolve the problem using the recommended procedures and diagnostic tools, it may be necessary to send a unit to Midwest STIHL . Do not send failed units or parts to Midwest STIHL unless a Technical Specialist asks you to do so . Dealers are obligated to keep failed parts for ninety (90) days after the date that the warranty claim is submitted . If failed parts are not available when requested, the warranty claim, parts and labor will be billed back to the dealer . Repair Policy All STIHL dealers must provide a service department to provide maintenance, warranty and repair service for all users of STIHL products . Midwest STIHLTechnical Service Department is available to assist dealers and users with service problems . Calling the Technical Service Department to discuss repairs over the phone can resolve most of the problems . In some isolated cases, it may be necessary to send the product or component to Midwest STIHL . A Return Goods Authorization is required from Midwest STIHL service department . All freight charges are the responsibility of the dealer . Technicians should always follow recommended troubleshooting procedures and use the STIHL Engine Checklist forms to record findings . This should be done before contacting the Technical Service Department . The technician will then have the necessary information so that we can offer our best advice and diagnosis assistance over the phone . The following procedures and policies must be followed before units or components are sent for analysis, diagnosis or repair assistance . This situation must be considered as a last resort solution and units will only be accepted if the dealer has made a genuine effort to fix the problem . Dealer must contact the Technical Service Department (608-839-2233) and request a Return Goods Authorization (RGA) number for the unit or component . Shipping expense is the responsibility of the dealer . All units or components must be sent with: • Detailed account of the problem • Completed STIHL Engine Check List • Completed Warranty Request Form (for any warranty consideration)• All service records for unit or work performed in an effort to resolve the problem• Dealer contact name and phone number • RGA number must be on the unit and the outside of the shipping container . Unit will be returned if fuel is found and you will be billed (see below unit return policy) . All required safety devices will be inspected and replaced/repaired as necessary . All non-warranty work will be billed at $80 .00 labor rate . STIHL “Timetables for Repair Work” will determine the labor charge . Parts needed for repair will be billed at current list prices . Product Instruction Manuals Midwest STIHL will no longer carry Product Instruction Manuals, Paper Technical Bulletins or Paper Service Manuals in the warehouse . Instruction Manuals will now be available for you from Virginia Beach Customer Service . Simply call STIHL Customer Service and select Technical Services, provide the model number and they will send you a copy of the Instruction Manual free of charge . Another way for a customer to get a copy is to go to STIHLUSA .com, click on manuals, then click on Product Instruction Manuals to download a copy .Page 58
Unit Return Policy If requested to send a unit to Midwest STIHL, please follow this procedure: • Request a RGA # from the Midwest STIHL Technical Service Manager before shipping any unit to Cottage Grove for repair . Unauthorized shipments will be returned to the dealer at the dealer’s expense . • All units must be shipped freight prepaid to Midwest STIHL Cottage Grove facility . Return freight will be the responsi-bility of the dealer, whether or not the unit is deemed to be under warranty . • Submit with the unit: the customer’s name, address, phone number, date of purchase and serial number of the unit . • Describe the problem in detail . • All fuel and oil must be drained from unit prior to shipping . Due to government regulations, units must be shipped via ground service only . Units that have had or still have fuel in them will be classified as “dangerous goods .” Returned units that still have fuel and or oil in them beyond the reasonable residue will be assessed a $25 .00 fee . Check with your shipper for regulations . If a lithium-ion battery is being returned, contact your TM for further direction . • Instruction Manuals and Special Tools must also be included with any units that are returned to Midwest STIHL . Failure to do so will result in a $25 charge to dealer . • If the unit or the failure is not covered by warranty, the dealer will be charged our current labor rate . Any parts in-stalled will be invoiced at current suggested retail prices . • Any unit sent to Midwest STIHL will be repaired as needed . All worn, damaged or neglected parts will be replaced . All safety equipment (i .e . chain brakes, chain catch bolts, hand guards, etc .) will be present and operable before leaving our premises . Any aftermarket parts or accessories will be replaced with original STIHL parts . • If the dealer requests an estimate and subsequently declines to have the unit(s) repaired, a one hour labor charge will be assessed and billed to the dealer . • When all repairs have been made, or a decision has been made not to repair the unit, it will be shipped back to the dealer along with an invoice covering all repair expenses . Limited Warranty Policy Product All dealers must understand and be fully cognizant of the provisions of the STIHL Inc . Limited Warranty Policy . If any doubt exists, reference should be made to the STIHL Inc . Limited Warranty Policies and Procedures Manual available on iCademy® under Service Support . General Policy for Warranty Please see Warranty Policies & Procedures manual on iCademy® under Service Support . Warranty Claims Procedure We administer the STIHL Limited Warranty on products in accordance with the printed Limited Warranty Policy (copy available upon request) . • All claims for warranty are to be processed on eService . Please ensure all information relative to the claim is entered . • All parts should be tagged and retained by the dealer for 90 days . Do not ship parts to MWS unless requested . The total amount of the claim will be charged back if not returned to STIHL Inc . or Midwest STIHL when requested . • All claims must be submitted within 30 days of failure date . • Upon approval, the dealer’s account will be credited with the full dealer cost of the replacement parts involved in the repair and a credit for the time taken to affect the repair in accordance with STIHL’s repair time tables . eService Product Registration and Warranty Claim Submission The following are instructions for Product Registration and Warranty Claim submission . • After entering the eService website, click on the General Information tab located on the upper right hand side of the page .Page 59
New Product Registration STIHL requires that all new serial numbered products be properly registered at the time of sale . Registrations may be filed on STIHL eService or through the STIHL EDGE touchscreen . Please be sure to fill in the email address if possible . STIHL reserves the right to terminate its supply relationship with dealers who do not complete new product registration as required . MWS Sign Program Proper identification is a key ingredient in sales success . Your prominent identification as a STIHL dealer can be a major factor in your development of customer traffic . This program will assist you in those efforts by making a STIHL sign more affordable . All dealerships must have an outdoor lighted sign . We recommend that you order a new STIHL lighted sign kit that will suit your needs and market . We will assist with the purchase by providing a credit of up to $800 . The dealership will be billed for the cost of the sign that is ordered . After installing the sign, send a copy of your sign invoice and a picture of the installed sign to Midwest STIHL . The appropriate credit will then be issued to your account . The trademark and other trademarks owned by STIHL are protected by law and can only be used under license and by authorized STIHL dealers . In addition, MWS is underwriting the cost of your new sign ordered under the terms and provisions of this Sign Program . You agree to remove your STIHL sign if your dealership ceases handling the STIHL product line in the future . Removal should occur within 30 days of the end of the supply relationship .Page 60
Marketing Advantage Program/ Regional Marketing Fund (RMF) MWS has combined these two programs . Along with STIHL Inc . contributions and MWS contributions, the RMF funds all advertising components of the MAP program . By pooling resources and dollars you will experience media exposure that would be next to impossible to achieve on your own . The program is designed to increase awareness at your dealership, as well as increase floor traffic in your store . We believe you will see an increased value for your advertising dollars, therefore increasing sales and profits . All dealers must participate in the MAP/RMF program to maintain its dealership relationship with MWS . MAP COMPONENTS • Core Retail Advertising - Branch wide cable/network television advertising during the prominent Spring Dealer Days, Father’s Day, Fall Retail, and Holiday Campaign periods target the STIHL customer . Additional branch-wide television and radio advertising completes the campaign windows to give our STIHL Dealers a full year of highly visible advertising . • Dealer PowerChord Website – Full Line and Construction dealers receive a personalized website that is optimized according to todays search standards to make sure you remain relevant in the digital marketplace . All PowerChord websites are turn-key . All products, pricing, images, and content are managed and kept current for you . Dealers have the option to customize their sites with logos, pictures, store hours and information, and featured products . Dealers are encouraged to activate STIHL Express, which is STIHL’s online purchase system that allows customers to complete monetary transactions on your PowerChord site and pick their item up in your store . • Regional Locator – All advertising drives customers to the Regional Locator, which will automatically deliver the customer a list of the closest STIHL dealers to their current location . The customer can also type in their zip code if their device location setting is disabled . • Keyword Search Advertising (Pay-Per-Click) – MWS and STIHL ensures all STIHL Dealers are relevant within digital search results by focusing on key digital search words (such as Madison Chainsaw) to drive customers to the Regional Locator, your website, and finally, through your doors . • Email Marketing Program – Thank you emails and monthly targeted emails will be sent to your customers as if they came from your store . It is a key way to retain your customers and give them a reason to come back to your store for additional items . • Mass Media Advertising – MWS in conjunction with STIHL feature four major advertising campaigns that consist of major network television advertising during the spring and fall seasons . We also utilize popular digital advertising outlets like the YouTube network and social media platforms like facebook in an attempt to reach new customers for you . • New Marketing Initiatives – Over the past couple of years, MWS has invested in new digital marketing components that we feel will continue to grow as our digital era evolves . Included is the popular social network, Facebook . The second largest search engine in the world,YouTube . And the growing video streaming service, Hulu . As our marketing initiatives and goals continue to change as the landscape and industry evolve, MWS will continue to make investments with these and similar avenues to continue to drive new customers to our servicing dealers . • Other Marketing Initiatives – Local search marketing (Google, Yahoo, Bing), Remarketing, PowerChord site maintenance, and other components are all included in the MAP program to increase sales .Page 61
Program Funding or Regional Marketing Fund (RMF) Midwest STIHL will add a percentage called the Regional Marketing Fund to each dealer invoice to cover a portion of the cost of the MAP program . 3% will be added to all invoices with a cap of $8,000 . For multi-location dealers, caps will increase to $4,000 for each additional location . • For example, if a dealer has 4 locations, the RMF cap will be $20,000 ($8,000 + (3 x $4,000)) . There is a minimum annual RMF contribution of $1,500 per Midwest STIHL Dealer location . • Dealers who purchase $50,000 or less annually from Midwest STIHL will have an RMF percentage of 4%, but will be capped at $1,500 . Construction and Rental Only dealers - The RMF percentage will be 1% with a cap of $1,500 . Co-Op Advertising MWS does not offer a co-op advertising reimbursement . STIHL Marketing Library - www.stihlmarketing.com STIHL Incorporated maintains a website that contains downloadable artwork for dealers to utilize. Find product photography and marketing materials to use, or customize as your own. Marketing Materials include current promotions, brochures, catalogs, “why buys”, radio scripts, digital display ads, and much more! Login through Single Sign-On. Your I.D. is your STIHL dealer number and your password is your zip code. If your zip code begins with a zero (0), you may need to drop the zero and use the last four (4) digits only. STIHL EDGE Policy STIHL Edge combines engaging in-store advertising with immersive digital sales content and uses targeted, timely messaging to educate, excite, and influence customers at a critical moment, increasing awareness and boosting sales . Features and Benefits: • Save Time - Allow customers to self-qualify the right tool . Easily compare pricing and specs between models . Stream-line product registrations by allowing customers to input information while their purchase is being prepped . • Capture Email Addresses - 70% email capture rate nationwide . Retargeting these emails makes the Marketing Advan-tage Program work even harder for you . • Drive more Repeat Purchases - By using EDGE to register products and capture email addresses, repeat customers are more likely to come back to your store sooner . • Promote Sales - Always broadcast the most up-to-date content from STIHL including current promotions and sales incentives . • Empower your customer and employees - With how to videos, employees can become STIHL experts in no time . • Feature custom store content - The majority of the STIHL Edge Reader Board time is for promotion of STIHL products but up to 40% of the rotation can be utilized for custom store content . With the content manager, you can easily up-load and manage custom slides as long as they don’t feature competitive brands or products . • STIHL Edge is a required tool for all new STIHL dealers . It is billed on an annual basis in the month that you receive your original hardware . If you are an existing STIHL Dealer without the STIHL Edge system, contact your STIHL Territory Manager to sign up . All custom dealer content should be non-competitive in nature . Competitive content includes, but is not limited to: AnyPage 62
STIHL Internet / Websites STIHLusa.com and STIHLdealers.com STIHL customers can easily locate their nearest dealer by simply entering their Zip Code and querying the interactive database . Visitors to this site can find detailed information, specific features, and technical information on STIHL power tools, including chain saws, blowers, brushcutters, trimmers and industrial tools . Check out this site on a regular basis to see what’s new at STIHL and to see what your customers are looking at when they visit . eBiz Please go to eBiz via Single Sign-On (http://dealers .STIHLusa .com) . The eBiz is the gateway for placing order with STIHL and for paying your invoices with STIHL . From eBiz you can place orders, check product availability and reprint past invoices . Please fill out the online form to get your user name and password . STIHLeservice.com The eService website is your gateway to technical information on STIHL products . From eService you can register STIHL products, look up parts and file warranty claims . Please go to eService via Single Sign-On (http://dealers .STIHLusa .com) . Your log in credentials are your dealer number as the account number, user id and password . STIHLicademy.com STIHL Incorporated has established an interactive training website . To log into your master dealer account, your STIHL dealer number is the username and the password is your zip code . STIHL dealers can create their own accounts for their employees and then track their progress . iCademy® has the latest training on STIHL products as well as merchandising, customer service, technical training and much more . STIHLmarketing.com This site is filled with artwork and copy, downloadable radio spots and a revised ad planner that includes new ads for storm seasons, open houses, and servicing dealers . It is password protected . Your I .D . is your STIHL dealer number and your password is your zip code . STIHL Service Information App The STIHL Service Information App provides STIHL product and service information at your fingertips . The app provides quick and easy access to information about assembly, operation, and diagnostics of STIHL consumer battery products as well as other useful product information to assist the retailer’s employees . The app can be downloaded to a smart phone or tablet free of charge through the Apple App Store or Google Play by searching “STIHL Service .” Employees will need their STHL iCademy® log-in credentials to initially access the app . Literature English Literature (0463 931 3023) is packed 30 pieces per box . To prevent repacking by the warehouse, dealers are asked to order 30 at a time . Quantities of 30 or less are no charge . If more than 30 pieces are ordered, the dealer will be charged $1 .00 for each piece of literature . 31 pieces of literature = $31 .00 . Shipping and handling costs are the responsibility of the dealer unless the literature request is included on a qualifying freight prepaid order .Page 63
STIHL Single Sign On http://dealers .STIHLusa .com Overview Single Sign On (SSO) is a website that with a single username and password allows you to access all other STIHL websites . Single Sign On username and passwords should not be shared within a dealership . Please create a unique account for each individual that needs one . How Do I Sign Up? Please contact your Territory Manager . Your Territory Manager can create your master Single Sign On account . Once your master account has been created you can create additional accounts for your employees . Linking Your Applications The first time you log in you will notice buttons for MediaCAT web and STIHL Marketing displayed under ‘MY LINKED APPLICATIONS’ . These applications are linked for you by default . Each additional application you would like to access through Single Sign On must be linked before it will be available . To do this, simply pick the application you would like to link from ‘Other Available Applications’ drop down and click ‘link’ in the paragraph below the box . This will direct you to the selected applications login page . You will be required to log in into the application as you have in the past . After successfully logging into the selected appli-cation and returning to the Single Sign On window, you can refresh your browser to see your new button and link . You can do this by using thePage 64
Trademark Policy STIHL encourages its dealers to promote STIHL products . However, since the STIHL name and trademarks are owned by STIHL and are among the company’s most valuable assets, quality control guidelines and monitoring of the use of the trademarks are necessary to protect their integrity and the public image of STIHL and its products . Therefore, STIHL servicing dealers are required to follow these guidelines when using STIHL trademarks: • Advertising: Dealers may use the STIHL name, trademarks and logos in advertising STIHL products in their area . STIHL makes appropriate artwork and other resources available through many means, including www .STIHLmarketing .com . Any other advertising created independently by the dealer using the STIHL name or trademarks must be approved by the dealer’s distributor or branch . This requirement supplements and does not supplant any additional requirements a distributor or branch may have . • Promotional and merchandising items (hats, shirts, jackets, mugs, etc.): Such items depicting the STIHL name or trademark must be purchased through STIHL or the dealer’s distributor or branch using pre-approved licensees to assure appropriate use of the name and trademarks . No promotional or merchandising items may be produced by a STIHL dealer without the prior approval of STIHL through the dealer’s distributor or branch . • Sponsorships: Dealers are free to sponsor organizations, entities or events (e .g ., automobiles or other racing events, lumberjacks and lumberjack events, sports teams, entertainment services, etc .) in their own name . Dealers should not use the STIHL name, logo or trademarks in such sponsorships without the prior approval of STIHL through the dealer’s branch . Please refer to the registered STIHL trademarks page at the begining of the policy and procedure section for a complete listing of trademarks owned by ANDREAS STIHL AG & Co . KG, Waiblingen . Technical Information Updates STIHL offers Illustrated Parts Lists, Technical Information Bulletins, Workshop Manuals and other related technical information in several formats for our servicing dealers . We recommend that dealers use STIHL Service Communication (SSC) or ARI’s PartSmart . STIHL technical information is also available free of charge at STIHLeservice .com and http://www . stihlicademy .com . All STIHL dealers must have at least one of these formats available in order to provide service to our customers . Periodic updates detailing new products, product improvements or modifications will be sent to every dealer, as they become available from STIHL Incorporated . There is an annual charge depending on the service utilized that will be invoiced to the dealer account as a onetime charge during the calendar year and will include all updates throughout that year . TECHNICAL LITERATURE DELIVERY METHOD FEE Web Only or STIHL Service Communication no charge PartSmart literature or STIHL Service Communication DVD $85 If you wish to make changes to your technical subscription, please fill out the form at the end of this section . Technical Training Cost • Silver Level Training, two day course: $150 • Gold Recertification, one day course: $75Page 65
Internet and E-commerce Policy and Guidelines - 2020 Effective: April 1, 2000 Revision Effective Date: October 1, 2020 Use of STIHL Trademarks on the Internet 1. Permitted Uses Use of STIHL trademarks on the Internet, like all uses of STIHL trademarks by authorized dealers, retailers or distributors, must be only in connection with the promotion of STIHL products. Any use of a STIHL trademark in connection with other goods or services constitutes trademark infringement and will be treated as such. 2. Domain Names, Social Media and Email address Under no circumstances shall a STIHL dealer or retailer (collectively referred to herein as “Retailer”) use the mark “STIHL” in a domain name, social media or email address. Usage of the mark STIHL or any other STIHL trademark in a domain name, social media or email address may be confusing or deceptive to consumers and as such violates STIHL Inc. policy, as well as federal and state trademark laws. Any such usage shall be regarded by STIHL Inc. as trademark infringement. STIHL Inc. will take action, including legal action as it deems appropriate, to prevent consumer confusion and to protect STIHL trademarks. 3. Acknowledgment of Trademark Ownership Use of any STIHL trademarks on a Retailer or distributor’s website or social media site should be accompanied by a notice indicating that the STIHL logo and any other STIHL trademarks in use on the site are registered trademarks of Andreas STIHL AG & Co. KG, Waiblingen. See Website Content (Item 5) below, for additional information about required notices. WEBSITE CONTENT 1. No Misleading References to Corporate Affiliation Nothing on a Retailer or distributor’s website should imply that the site is a STIHL corporate site or is a site sponsored by STIHL except for Retailer websites provided through the STIHL PowerChord™ program or otherwise as may be offered by STIHL Inc. from time-to-time. Similarly, nothing on a Retailer’s website should suggest or otherwise convey that it is the only STIHL Retailer site or that the Retailer has any kind of “preferred” or elevated status as compared to other STIHL Retailers, except as STIHL Inc. or the STIHL branch/distributor may specifically authorize (e.g., “SRR,” “Elite” or STIHL Service Advantage Gold or Platinum Certified). 2. Links STIHL Retailers and distributors may include links on their websites to STIHL Inc.’s website, https://www.stihlusa.com. STIHL Inc. policy does not permit the placement of links from www.stihlusa.com to Retailer’s sites. The only authorized link from www.stihlusa.com and/or the STIHL Dealer Locator is to a STIHL PowerChord™ website. 3. Advertising/Promotional Materials In consideration for the advertising support STIHL Retailers provide to STIHL Inc. by the promotion of STIHL products on such Retailer’s websites, STIHL Inc. hereby grants to each such authorized Retailer a license to reproduce graphic material and textual material in the nature of product photographs, descriptions, and specifications, from STIHL Inc.’s website (www. stihlusa.com), the STIHL Marketing Library (www.stihlmarketing.com), or from data feeds provided by STIHL Inc. for use on such Retailer’s website for the purpose of promoting and/or selling STIHL products/services only. This license specifically excludes use on any third-party websites, including but not limited to internet auction or sales websites. The license granted herein relates to photographic, video, and textual material only. Nothing in this policy shall be construed as granting a license in any proprietary software or search mechanisms, including, without limitation, the “Dealer Locator” and other programs located on STIHL Inc.’s website. This license shall extinguish immediately upon termination of the supply relationship between the Retailer and the distributor or branch. 4. Marketing Materials STIHL Inc. has developed a file transfer protocol (FTP) to provide Retailers with an easily downloadable “library” of productPage 66
to time at STIHL Inc.’s sole discretion. STIHL Inc. shall not be responsible for any Retailer’s use of marketing materials and/or social media posts made available on the STIHL Inc. Marketing Library that is not in accordance with STIHL Inc. policies and procedures, including, but not limited to, any changes of approved material, failure to provide disclaimers, and responses to social media postings. 5 Acknowledgment of Intellectual Property Ownership Any use of STIHL’s intellectual property on a Retailers’ website (for example, copyright-protected photography, textual material licensed in accordance with this policy, or trademarks used in connection with such material) should be accompanied by a notice acknowledging STIHL’s ownership of such property and indicating that its use on the Retailer site is by permission. STIHL Inc. strongly encourages Retailers to include a “legal notices” or “terms and conditions” page on their websites, to provide visitors with appropriate legal information about use of the site, but in any case, notices with respect to STIHL’s intellectual property must be included on the site. With respect to the copyright-protected material licensed from STIHL Inc., the Retailer’s website should acknowledge STIHL’s ownership of the licensed materials and specifically grant the website visitor the right to view and download a single copy of the material for their personal, non-commercial use. Any questions regarding the proper use of STIHL intellectual property should be directed to the Legal Department, STIHL Inc. SOCIAL MEDIA 1. Definition “Social Media” is a broad term for the wide spectrum of web based and user-driven content technologies used to engage the public in discussions, market products, and collaborate internally and externally. Examples include but are not limited to blogs, wikis, Facebook, Twitter, Instagram, Flickr, LinkedIn and YouTube. 2. Official STIHL spokespersons Only individuals specifically authorized by STIHL Inc. may use social media tools in an official capacity and speak on behalf of STIHL Inc. 3. Representation of STIHL via Social Media Retailers may only disclose publicly available information. No comment or disclosure of confidential STIHL information (such as financial, marketing, sales, technical or engineering information; business performance, business plans, management issues) may be made. All information, materials or imagery disclosed must conform to policies and guidelines for public disclosure. In general, information contained on the STIHL Inc. website and social platforms represents information that is in the public domain. 4. Social Media postings Retailers should ensure they do not post material that advocates violence, or is obscene, defamatory, threatening, harassing, discriminatory or hateful to another person or entity. Retailers should also ensure they do not imply in any way that they are authorized to speak on STIHL Inc.’s or its distributors’ or branches’ behalf and ensure that it is known their comments are their own personal opinion. Any information about STIHL products and services that they provide must be informed, factually accurate, and public information. It is strongly recommended that Retailers repurpose materials used on the official STIHL Inc. social platforms, or the social media section of www.stihlmarketing.com, adding Retailer specific information as appropriate. 5. Use of STIHL copyrighted material Any use of STIHL logos, imagery, product descriptions, trademarks and other information must be factually accurate and comply with relevant STIHL Inc. policies, particularly those relating to confidentiality and disclosure, as well as STIHL Inc. marketing guidelines for use of such information and material. 6. Endorsements Retailers should ensure that any endorsement made, either directly or by implication, of any product, service, policy, activity, individual or entity is clearly identified as being a personal one and cannot be interpreted as representing an official position of STIHL Inc. or its distributors and branches. If endorsing or recommending STIHL products, Retailers must disclose that they are a STIHL Retailer. 7. Social Sharing WidgetsPage 67
widgets may be downloaded from the STIHL Marketing Library (www.stihlmarketing.com). INTERNET SALES 1. STIHL encourages Retailers to include informational materials about STIHL products on their websites. 2. STIHL Retailers can offer a “buy online, pick up in-store” on their websites and PowerChord™ sites and a “buy online, deliver from store” option on their websites. Retailer e-commerce websites must adhere to the updated e-commerce guidelines in Appendix 1. 3. In accordance with the STIHL no-mail order policy, STIHL Inc. does not permit delivery of its products via mail or shipment. Delivery of any STIHL product to a customer must be made in person by a trained Retailer employee. 4. Certain STIHL-branded merchandise (e.g., hats, t-shirts, and other collateral) may be available for purchase by customers through STIHL PowerChord™ websites and shipped directly through an authorized third party. STIHL Express allows for payment processing and shipment/delivery of STIHL OUTFITTERS™ Apparel & Gifts through approved third-party licensee(s). 5. Retailers must review and understand all of STIHL’s policies that are relevant to sales over the Internet, including the Minimum Advertised Price Policy, which is attached as Appendix 2. MISCELLANEOUS No Reliance. STIHL reserves the right to change this policy at any time, at its sole discretion, and without notice. Any investment made by a Retailer in website development and Internet marketing in reliance on this Internet Policy is made at the Retailer’s own risk.Page 68
Appendix 1: Guidelines for Selling over the Internet 1. Principles of online sales, product range 1.1 Authorized STIHL dealers and retailers (collectively, “Retailers”) will be permitted to offer their customers the option to “buy online, pick up in store,” provided Retailer’s e-commerce website (the “Online Shop”) and transaction experience meet the criteria set forth in this policy. 1.2 Retailer’s Online Shop must offer a commercially reasonable offering of the Retailer’s respective STIHL product line defined by STIHL Inc. or the Retailer’s branch/distributor. 1.3 All STIHL products sold online must be picked up in store or personally delivered to the customer by Retailer personnel (with the exception of STIHL OUTFITTERS™ merchandise). In accordance with the STIHL no mail-order policy, STIHL Inc. does not permit delivery of its products via mail or other shipment. 1.4 Retailer’s Online Shop may also offer a “buy online, deliver from store” option for BER approved products, excluding MSA units. All STIHL products purchased via the “buy online, deliver from store” option must be personally delivered to the customer by Retailer personnel, and, if requested by the customer, must be assembled by the Retailer prior to delivery. 2. Approval of Retailer’s Online Shop 2.1 Before the Retailer begins selling products in its Online Shop, it must obtain STIHL Inc.’s approval through the Retailer’s branch or distributor. STIHL Inc. and the Retailer’s branch or distributor reserve the right to deny approval, at its/their sole discretion, if the Retailer’s Online Shop does not conform to these guidelines and the STIHL Inc. Internet Policy. 2.2 Such approval shall not constitute a guarantee by STIHL Inc. or the branch or distributor regarding the Retailer’s success in selling products over the Internet. 2.3 The Retailer has the ongoing obligation to comply with these guidelines following initial approval. These guidelines are subject to change, and it is the Retailer’s obligation to confirm continued compliance. STIHL Inc. or the Retailer’s branch or distributor may, at any time, and at its/their sole discretion, revoke any and all permissions and licenses granted under this policy, including approval of the Retailer’s Online Shop. 3. Restrictions on selling 3.1 With respect to each approved Online Shop: (a) Retailer will not sell anonymously and must clearly indicate Retailer’s full name, address, telephone and email contacts; (b) such site will not give the impression that it is operated by STIHL Inc.; and (c) the Retailer shall not place or offer directly or indirectly via URLs any STIHL products for auction or resale on Amazon, eBay, Craigslist or any other third party page, internet auction, sales platform or online market place. 3.2 STIHL products are not permitted to be sold for the purpose of resale. Retailers are not permitted to sell products online to any commercial or private resellers. 4. Essential content of the Online Shop 4.1 The Retailer must ensure that the following content appears on all approved Online Shops where STIHL product is sold or offered: • The terms and conditions for online ordering, payment and return (the Retailer’s general terms and conditions of business) • The Retailer’s privacy statement and policies • Retailer location(s) and address(es) where the product may be picked up in-store, as well as hours of operationPage 69
4.2 Retailer shall update its Online Shop on a regular basis to show only current STIHL product offerings (including items in Retailer’s inventory), and clearly indicate on the website whether a product is out of stock or special order. Retailer accepts sole responsibility for maintaining adequate inventory of all STIHL products offered for sale. 5. Presentation, functionality and security of the Online Shop5.1 Retailer’s Online Shop must have the ability to filter products or product categories by the STIHL brand, as well as include STIHL products in generic product category searches. 5.2 The product range must be presented in a context specific to outdoor power equipment. 5.3 Every product presented in the Online Shop must be advertised with the respective up-to-date technical descriptions and at least one high-quality image. The Retailer shall always adopt the current STIHL logo in its Online Shop. STIHL products advertised, promoted or offered for sale by Retailer shall be prominently displayed on each approved Online Shop and will: (a) use only the STIHL logos, product images, product names, product descriptions, technical specifications, warnings and other important information provided or approved by STIHL Inc. (Retailer is responsible for obtaining such logos, images, descriptions, and specifications from the STIHL Marketing Library or other data feeds provided by STIHL Inc.) and (b) STIHL products and the STIHL brand will be given substantially equal prominence as the other products and brands advertised, promoted or offered by Retailer. 5.4 It is expected that the Retailer will process and fulfill orders in a timely manner to meet the expectations of Retailer’s customers. The Retailer shall specify when the product will be available for in-store pick up and how long the customer has to pick up the product. If products are unavailable, the Retailer shall notify the customer that the product is “out of stock” or “backordered” until a particular date. 5.5 The Retailer shall ensure a simple and user-friendly product selection process. This shall include: • User-friendly navigation and search features • Full-text searches and options menu for the various product categories • Secure and easy-to-use shopping basket with a storage feature in which a customer may remove items and make adjustments to quantities while obtaining a clear statement of all charges, including all product costs and taxes • Uncomplicated order and payment process 5.6 For payment and websites containing customer data, the Retailer’s Online Shop must use state of the art security technology following PCI Security Standards. 6. Customer support and consumer education 6.1 The Retailer shall offer a customer support email address or telephone number, accessible during store-based hours to provide customer advice as needed. 6.2 The Retailer shall include in its Online shop links to www.stihlusa.com/information, containing educational product use information provided by STIHL Inc., including “How To…” or “How Do I…” videos. 7. Product delivery, management of returns 7.1 Retailer shall provide the customer with information regarding any anticipated delays or backordered items following order placement by the customer. In the event a product is delayed or backordered, the customer should have the option to cancel the order upon notification. If the Retailer is unable to process orders from customers (e.g. due to holiday leave/illness or storm/weather event), it shall notify the customer prior to the order. 7.2 The Retailer shall maintain a return policy that is consistent with STIHL Inc.’s 7-day, satisfaction guarantee policy (as may be amended by STIHL Inc., from time to time), and a return/credit management system which is reasonablePage 70
8. Support by STIHL Inc. 8.1 STIHL Inc. shall provide product information, technical descriptions, photographic material, and other STIHL logo, trademark and promotional material via the STIHL Inc. Marketing Library or other data feeds provided by STIHL Inc., and grant the necessary rights of use to enable the Retailer to meet the requirements arising from this policy. 8.2 The Retailer shall use the advertising and sales promotion material offered by STIHL Inc. or the Retailer’s branch or distributor. Retailer may supplement this material with its own advertising and sales promotion activities provided they correspond to the material offered by STIHL Inc. in terms of content and quality. Retailers must review and understand all of STIHL Inc.’s policies that are relevant to advertising and sales over the Internet, including the Minimum Advertised Price Policy, which is attached as Appendix 2 9. Sales process 9.1 For online orders, Retailer shall follow all requirements set forth in the Dealer or Retailer Support Manual, including set up and service of the products sold online and picked up in store (where required), instruction to the customer, registration of the product, and delivery of the instruction manual and other educational materials. 10. STIHL platform (“PowerChord™” Retailer sites) 10.1 STIHL Inc. currently offers through its PowerChord™ Retailer sites, the “Reserve Online, Pick up in Store” option to customers. PowerChord™ Retailer sites will also offer the “Buy Online, Pick Up in Store” option. 10.2 Insofar as the Retailer wishes to use a STIHL-provided platform for online sales, the details will be set forth in the Dealer or Retailer Support Manual or from the Retailer’s respective distributor or branch, and all license and right to use such platform shall automatically end when the Retailer relationship is terminated. 10.3 STIHL Inc. shall offer technical support enabling the Retailer to use the STIHL PowerChord™ platform. Contact information for PowerChord™ technical support is available in the Dealer or Retailer Support Manual11. Conformity with the law 11.1 The Retailer shall observe all applicable federal, state, and local laws, regulations and codes when operating its Online Shop.Page 71
Appendix 2: Minimum Advertised Price Policy STIHL Inc. (“STIHL”) recognizes the value to end users of authorized dealers and retailers (collectively, “Retailers”) providing the services of stocking, promoting, servicing and supporting STIHL products (“Products”). STIHL desires to promote such services with advertising that focuses on high quality, outstanding performance, unique features, customer service, and other attributes that convey the superior brand image associated with STIHL and its Products. Advertising or promoting discounts erodes the perception of STIHL Products and the STIHL brand in the view of end users in our opinion, and also reduces the incentives of Retailers to support and sell STIHL Products. Effective as of April 1, 2019 for internet and digital advertising, and October 1, 2019 for print and all other advertising, STIHL has adopted this Minimum Advertised Price Policy on brand image and advertised prices to promote advertising that best supports STIHL’s superior brand image. The Minimum Advertised Price Policy is a unilateral policy of STIHL and is not a part of or incorporated into any agreement that STIHL has with any distributor or Retailer. STIHL applies its Minimum Advertised Price Policy to any Retailer who purchases and resells STIHL Products in the United States or its territories. 1. Sales Price. YOU ARE FREE AT ALL TIMES TO SELL A STIHL PRODUCT AT ANY PRICE YOU CHOOSE. STIHL does not control the prices at which you sell STIHL Products. You are free to exercise your own independent business judgment in choosing the prices at which you sell STIHL Products. STIHL does not seek to obtain, and it will not accept, any agreements, promises, assurances or commitments with, or acquiescence from you or any other customer as to the price at which the Products are advertised or sold. 2. Advertised Price and Consequences for Violations. If you advertise a STIHL Product at a price below the distributor/branch Suggested Retail Price or any promotional price your distributor/branch may communicate or designate from time to time (“DSRP”), or advertise a STIHL Product with pricing related phrases that would lead a customer to think that the prices are below DSRP, such as “too low to advertise,” STIHL, or the Retailer’s branch or distributor, reserves the right, at its sole discretion, to take any steps it deems appropriate to penalize you, up to and including termination of your Retailer relationship with STIHL, or the Retailer’s branch or distributor. 3. This Policy covers all advertising materials that are posted anywhere other than the Retailer’s physical premises, including but not limited to advertising materials that are posted anywhere on an Internet website, direct email advertising, advertising materials that are accessible through a website by means of a hyperlink, pop-up or banner ads, search engine shopping sites, comparison search engine ads, Facebook and social media pages, broadcast advertising, print advertising and mailings, and billboards (except billboards located on a Retailer’s physical premises). If a Retailer advertises other brands or products at a reduced price, discount, sale or promotion, or advertises general storewide discounts, such advertising must clearly and prominently communicate that STIHL Products are excluded. 4. STIHL is not dictating the price of, and this Policy does not apply to, the Products that Retailers sell or advertise in or at a physical store location (including point of sale signs, hang tags, and other in-store marketing). This Policy relates solely to the advertising of STIHL products by Retailers in advertising posted anywhere other than the Retailer’s physical premises, including over the Internet 5. If a Retailer chooses to sell a Product on its e-commerce website for less than the DSRP, such discounted price will not be advertised on the website and will only be displayed after the customer has entered the Product(s) in the shopping cart. 6. STIHL does not solicit information, or encourage or desire reports, regarding “violations” of this policy. STIHL personnel are not permitted to discuss other Retailers’ “violations” of this policy, or any other policy with you. If you do send information to STIHL, your distributor/branch, or your territory manager about advertising or sales by other Retailers, you will not be contacted by us and we will not engage in any discussions with you about the information received or any action that may be taken. STIHL independently and unilaterally administers all of its policies, including this Policy. 7. This Policy applies to Retailers only in the United States and its territories, and the terms of the Minimum Advertised Price Policy do not apply to the extent any state or U.S. territory by law expressly prohibits policies on minimum advertised prices. 8. All questions regarding this Policy should be directed only to the senior management of your distributor/branchPage 72
9. This Policy contains a unilateral statement of the terms of STIHL’s Minimum Advertised Price Policy. STIHL neither seeks nor will accept your agreement with or to this Policy. STIHL may modify or terminate this Minimum Advertised Price Policy at any time.Page 73
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Equipment Decals Your name, address, and phone number, together with the STIHL logo, are printed in orange and black on white, permanently MIDWEST STIHL adhesive, 1 .75” x 1 .375” gasoline resistant vinyl . 301 Commerce Parkway When affixed, your vital statistics then become Cottage Grove, WI 53527 a part of the power equipment, or whatever Tel: (608) 839-2211accessory you sell your customer . CALL OR E-MAIL WITH YOUR LABEL NEEDS. 585-272-5500 bill.kissell@tlfgraphics.com 1,000 $275.56 2,500 $296.67 FAX ORDER: (585) 272-5525 TLF GRAPHICS BILL KISSEL 3 Digit CCV Code: ____________ 235 METRO PARK ROCHESTER, NY 14623 OR EMAIL: BILL.KISSEL@TLFGRAPHICS.COM QUESTIONS? CALL: (800) 356-2701 OR EMAIL BILLPage 75
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC, d/b/a Stock+Field, Bky. No. 21-30037 (WJF) Debtor. Chapter 11 Case UNSWORN CERTIFICATE OF SERVICE The undersigned hereby certifies under penalty of perjury that on January 13, 2021, she electronically filed the attached Objection, thereby causing the following parties to be served by CM/ECF at the addresses set forth below: CM/ECF: Samuel M. Andre sandre@fredlaw.com, stimm@fredlaw.com; sstallings@fredlaw.com, autodockets@fredlaw.com James C. Brand jbrand@fredlaw.com, stimm@fredlaw.com, autodockets@fredlaw.com Clinton E. Cutler ccutler@fredlaw.com, stimm@fredlaw.com, sstallings@fredlaw.com, autodockets@fredlaw.com Steven E. Fox sfox@riemerlaw.com Steven R. Kinsella skinsella@fredlaw.com, sstallings@fredlaw.com; autodockets@fredlaw.com Steven W Meyer smeyer@foxrothschild.com Paul L. Ratelle pratelle@fwhtlaw.com, lsmith@fwhtlaw.com George H. Singer singerg@ballardspahr.com, johnsonma@ballardspahr.com Kesha L. Tanabe kesha@tanabelaw.com, kesha.tanabe@gmail.com Sarah J. Wencil Sarah.J.Wencil@usdoj.gov Executed: January 13, 2021 By: /e/ Connie A. Lahn Connie A. Lahn
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