OEM RESELLER & AFFILIATE AGREEMENT
Effective Date: March 02, 2026
Last Updated: March 02, 2026
1. Purpose and Binding Effect
This OEM Reseller & Affiliate Policy (“Policy”) governs any individual or entity (“Reseller”) that purchases, acquires, markets, promotes, offers for sale, distributes, brokers, or resells Blade Outboards products, components, systems, software, or related materials (“Products”) without a separately executed written distribution or dealer agreement signed directly by Blade Outboards (“Blade”, “Company”, “we”, “us”, or “our”).
This Policy applies regardless of whether Products are obtained:
• Directly from Blade;
• Through a Blade-authorized distributor;
• Through intermediaries or third parties;
• Through secondary commercial channels.
Commercial possession, marketing, resale, or representation of Products constitutes Irrevocable and unconditional acceptance of this Policy. This Policy supplements all Blade Terms & Conditions of Sale and related policies.
2. Authorized Status; Distributor-Appointed Dealers
2.1 Requirement of Appointment
No person or entity may represent itself as an authorized reseller, dealer, representative, distributor, partner, or affiliate of Blade unless:
(a) appointed directly by Blade under a fully executed written agreement signed by Blade; or
(b) appointed by a Blade-authorized distributor under a valid, active, enforceable dealer agreement with such distributor.
Absent one of the foregoing, no authorization exists.
2.2 Distributor-Derived Authorization
Where Reseller is appointed by a Blade-authorized distributor:
• Authorization exists solely by virtue of the distributor’s appointment;
• No separate written authorization from Blade is required;
• Such authorization is conditional, revocable, non-exclusive, and non-transferable;
• Reseller’s rights shall not exceed those granted by the distributor;
• Authorization automatically terminates upon termination or suspension of the distributor’s authority;
• Blade may require written verification of appointment at any time.
Failure to provide satisfactory proof upon request results in immediate loss of recognized status.
2.3 Blade Override Authority
Blade retains sole and absolute discretion to:
• Recognize or decline recognition of any distributor-appointed dealer;
• Suspend, restrict, or revoke recognition at any time;
• Impose additional compliance conditions;
• Override distributor appointments to protect brand, regulatory position, intellectual property, or commercial strategy.
Blade’s exercise of such discretion shall not give rise to liability.
2.4 No Implied Agency or Partnership
Nothing in this Policy creates agency, franchise, partnership, joint venture, fiduciary duty, employment relationship, or territorial exclusivity. Reseller has no authority to bind Blade contractually or otherwise.
3. No Exclusivity; Market Reservation
Blade does not grant territorial, customer, industry, product-line, digital, or geographic exclusivity.
Blade may, at any time and without notice:
• Appoint additional distributors or resellers;
• Sell directly into any territory;
• Supply competitors of Reseller;
• Serve OEM, commercial, military, government, or fleet customers directly;
• Reallocate markets or customer segments.
No exclusivity shall arise by implication, estoppel, prior conduct, or commercial expectations.
4. No Guarantee of Dealer Listing, Map Placement, or Referrals
Blade makes no representation, warranty, or commitment that Reseller will:
• Be listed on any dealer locator;
• Appear on Blade’s website;
• Receive inbound sales leads;
• Receive customer referrals;
• Be included in promotional materials;
• Be referenced in social media or digital campaigns;
• Be geographically prioritized.
All listing, referral, and marketing decisions are discretionary and may be modified or withdrawn at any time without notice or liability.
5. Marketplace and Channel Restrictions
5.1 Prohibited Platforms
Reseller shall not advertise, offer, or sell Products through:
• eBay
• Amazon
• Alibaba
• AliExpress
• Shopee
• Lazada
• Facebook Marketplace
• Auction platforms
• Flash-sale platforms
• Drop-shipping marketplaces
• Any third-party multi-vendor marketplace platform
• Any successor or similar platform
5.2 E-Commerce Controls
Online resale via Reseller-owned websites requires prior written approval. Approval may be conditioned, restricted, or revoked at any time.
5.3 Enforcement
Violation constitutes material breach and may result in immediate suspension, termination, order cancellation, injunctive relief, and recovery of damages.
6. No Warranty of Supply, Allocation, or Pricing
Blade makes no representation or guarantee regarding:
• Product availability;
• Manufacturing capacity;
• Allocation priority;
• Continuity of production;
• Model lifecycle;
• Lead times;
• Margin stability;
• Future pricing.
All quotations are non-binding and subject to change. Only a formal Order Confirmation issued by Blade creates a binding supply obligation.
Blade may modify pricing, specifications, or discontinue Products prior to acceptance without liability.
7. Minimum Advertised Pricing (MAP)
Where legally permitted, Blade may implement a unilateral MAP policy.
MAP:
• Applies only where lawful;
• Is unilaterally imposed;
• Does not constitute resale price fixing;
• Does not restrict final resale pricing where permitted by law;
• May be modified or withdrawn at any time.
Non-compliance may result in suspension or termination of supply.
8. Policy Compliance and Regulatory Obligations
Reseller shall comply with all Blade policies, including:
• Terms & Conditions of Sale
• Warranty Policy
• Export Control Policy
• Privacy Policy
• Acceptable Use Policy
• Website Terms
• Vulnerability Disclosure Policy
Reseller is solely responsible for compliance with:
• Export control laws;
• Sanctions regulations;
• Maritime regulations;
• Battery and hazardous goods transport laws;
• Customs and import/export licensing requirements.
Blade may refuse supply where regulatory risk exists.
9. Intellectual Property and Brand Protection
All trademarks, firmware, software, documentation, and intellectual property remain Blade’s exclusive property.
Reseller shall not:
• Modify branding;
• Register domain names incorporating Blade marks;
• Run paid search ads targeting Blade trademarks without written consent;
• Reverse engineer Products beyond statutory rights;
• Remove serial numbers or traceability markings.
All goodwill inures exclusively to Blade.
10. Warranty Integrity
Reseller may not modify, extend, or misrepresent Blade’s warranty.
Any additional warranty provided by Reseller is solely Reseller’s responsibility. Blade bears no liability for representations beyond official documentation.
11. Audit Rights; Diversion Prevention
Blade reserves the right to audit Reseller’s compliance, including:
• Sales channels;
• Marketing materials;
• Serial tracking;
• Export destinations.
Reseller shall cooperate with reasonable audit requests. Diversion, grey-market export, or removal of serial identifiers constitutes material breach.
12. Immediate Termination and Suspension
Blade may immediately suspend or terminate:
• Recognition of Reseller status;
• Authorization (direct or distributor-derived);
• Access to supply;
• Pending or future orders;
at any time, for any reason or no reason, without prior notice and without liability.
No cure period is required.
Upon termination:
• All use of Blade trademarks must cease immediately;
• Reseller shall stop representing itself as authorized;
• Blade has no obligation to repurchase inventory;
• No termination compensation shall be owed.
• No compensation for loss of goodwill, investment, or sunk costs
• No repurchase obligation except if required by law
13. Limitation of Liability
To the maximum extent permitted by applicable law, Blade’s liability arising out of or relating to this Policy, the Products, or any commercial relationship with Reseller—whether in contract, tort (including negligence), strict liability, statute, equity, or otherwise—shall be strictly limited as follows:
Blade shall not be liable under any circumstances for:
• Loss of profits, anticipated profits, or margin;
• Loss of revenue or sales opportunity;
• Loss of goodwill, reputation, or brand value;
• Loss, corruption, or inaccessibility of data;
• Business interruption or operational downtime;
• Loss of contracts or customers;
• Cost of cover or substitute goods;
• Indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, whether foreseeable or not;
• Any damages arising from resale conduct, third-party claims, regulatory action, or downstream customer relationships.
These exclusions apply even if Blade has been advised of the possibility of such damages and regardless of the legal theory asserted.
In all events, Blade’s total aggregate liability shall not exceed the net amount actually received by Blade for the specific Product order directly giving rise to the claim. Liability shall not be aggregated across multiple orders, transactions, or time periods. No personal liability shall attach to any director, officer, employee, shareholder, contractor, or affiliate of Blade.
14. Indemnification
Reseller shall fully indemnify, defend, and hold harmless Blade, its affiliates, and their respective directors, officers, employees, agents, and contractors from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, judgments, settlements, penalties, regulatory fines, losses, costs, and expenses (including reasonable legal fees and enforcement costs) arising out of or relating to:
• Marketplace violations or unauthorized online sales;
• Regulatory non-compliance, including maritime, transport, battery, safety, or consumer laws;
• Export control or sanctions violations;
• Misrepresentation of Products, specifications, performance, or approval status;
• Unauthorized warranties, guarantees, or performance commitments;
• Intellectual property misuse, brand misuse, or trademark violations;
• Removal or alteration of serial numbers or traceability mechanisms;
• Diversion, grey-market activity, or unauthorized cross-border sales;
• Customer disputes, injury claims, or product liability claims to the extent caused by Reseller conduct, modification, storage, marketing, installation, or handling.
Reseller’s indemnification obligation applies regardless of whether the claim is brought by a customer, regulator, distributor, third party, or governmental authority and survives termination of this Policy. Blade may control its own defense with counsel of its choosing at Reseller’s expense.
15. Governing Law; Exclusive Legal Framework; Exclusion of CISG
This Policy, and any dispute, claim, or controversy arising out of or relating to it, the Products, or the commercial relationship between the parties, shall be governed exclusively by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-law principles that would result in application of another jurisdiction’s laws.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded and shall not apply under any circumstances.
Reseller expressly acknowledges that no foreign franchise, dealer protection, commercial agency, or similar protective statute shall apply except where mandatory and incapable of contractual waiver.
16.Mandatory Arbitration; Exclusive Dispute Mechanism
Except for injunctive or equitable relief as expressly permitted elsewhere in this Policy, any dispute, controversy, or claim arising out of or relating to this Policy, the Products, or the commercial relationship between the parties shall be finally and exclusively resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its Administered Arbitration Rules in force at the time of commencement.
• Seat of arbitration: Hong Kong
• Language: English
• Tribunal: One arbitrator appointed in accordance with HKIAC Rules
The arbitral award shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Judgment upon the award may be entered in any jurisdiction worldwide.
Reseller irrevocably waives any right to trial by jury, court litigation, or participation in any court-based proceeding, except solely for enforcement of an arbitral award or pursuit of injunctive relief consistent with this Policy.
The parties agree that arbitration shall be confidential, and the existence of proceedings, submissions, evidence, and awards shall not be disclosed except as required for enforcement or by law.
17. Class Action Waiver
To the fullest extent permitted by applicable law, Reseller irrevocably agrees that any dispute, claim, or controversy arising out of or relating to this Policy, the Products, or the commercial relationship between the parties shall be brought solely in Reseller’s individual capacity and not as a plaintiff, claimant, or class member in any purported class, consolidated, collective, mass, coordinated, or representative proceeding. Reseller expressly waives any right to participate in, initiate, or recover relief through any class action, collective arbitration, private attorney general action, or representative proceeding of any kind. The arbitrator shall have no authority to consolidate claims or preside over any form of representative or class proceeding. Any attempted assertion of a class or representative claim shall be null and void.
18. Injunctive Relief
Reseller acknowledges that unauthorized resale, intellectual property misuse, diversion, marketplace violations, or brand misrepresentation would cause immediate and irreparable harm to Blade for which monetary damages would be inadequate. Accordingly, Blade shall be entitled, without the requirement of posting bond or proving actual damages, to seek temporary, preliminary, or permanent injunctive relief, specific performance, asset restraint, or other equitable remedies in any court of competent jurisdiction. Such action shall not constitute a waiver of arbitration rights or any other remedy available under this Policy. Reseller irrevocably consents to personal jurisdiction for such limited purposes.
19. Limitation Period
Any claim, demand, or cause of action by Reseller arising out of or relating to this Policy, the Products, or any commercial interaction with Blade must be commenced within twelve (12) months from the date the claim first accrues, regardless of any statute or law to the contrary. Failure to commence proceedings within this period shall result in permanent and irrevocable waiver of the claim. This limitation period applies to claims in contract, tort, statute, equity, or otherwise.
20. Assignment; Severability; Survival; Entire Agreement
Reseller shall not assign, delegate, transfer, sublicense, or otherwise convey any rights, duties, or purported authorization under this Policy, whether voluntarily, involuntarily, by operation of law, merger, acquisition, change of control, or otherwise, without Blade’s prior written consent. Any attempted assignment in violation of this clause shall be void ab initio. Blade may assign this Policy without restriction.
If any provision of this Policy is determined to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. Provisions relating to intellectual property, indemnification, audit rights, arbitration, injunctive relief, limitation of liability, limitation period, assignment restrictions, and brand protection shall survive termination or cessation of commercial activity.
This Policy, together with Blade’s Terms & Conditions of Sale, applicable policies, and any issued Order Confirmations, constitutes the entire and exclusive agreement governing non-contracted reseller activity and supersedes all prior or contemporaneous representations, communications, or understandings, whether oral or written.
21. Unilateral Amendment
Blade reserves the absolute right to amend, modify, supplement, restate, or replace this Policy at any time in its sole discretion. The current version shall be effective upon publication or written notice. Continued possession, marketing, offering for sale, distribution, or resale of Products following amendment constitutes knowing, voluntary, and binding acceptance of the revised Policy. No course of dealing, prior practice, or failure to enforce shall modify this Policy except through written amendment issued by Blade.
22. Legal Entity
For all purposes under this Policy, “Blade,” “Company,” “we,” “us,” and “our” refer exclusively to Blade Marine Technologies Limited, a private company incorporated under the laws of the Hong Kong Special Administrative Region. No parent, affiliate, shareholder, director, officer, employee, agent, contractor, or related entity shall have any personal liability under this Policy. All rights, discretion, authority, and enforcement powers referenced herein are vested solely in Blade Marine Technologies Limited.
23. No Waiver
No failure, delay, or partial exercise of any right, remedy, power, or privilege by Blade shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of that or any other right or remedy. Waivers must be in writing and signed by an authorized officer of Blade to be effective. All rights and remedies under this Policy are cumulative and in addition to any rights available at law or in equity.
24.Anti-Reliance; Independent Evaluation
Reseller expressly acknowledges and agrees that it has conducted its own independent investigation and evaluation of the Products, the market, and the commercial risks associated with resale activities. Reseller confirms that it has not relied upon any representation, statement, projection, forecast, promise, marketing material, sample, demonstration, or assurance of any kind not expressly set forth in this Policy or in a separately executed written agreement signed by Blade Marine Technologies Limited.
No oral statements, prior communications, course of dealing, or industry practice shall modify or supplement this Policy. Reseller irrevocably waives any claim based upon alleged reliance, negligent misrepresentation, implied representation, or omission not expressly contained in a written agreement signed by Blade.
25.No Dealer, Franchise, or Commercial Agency Status
Reseller expressly agrees that it is an independent purchaser for resale and not a franchisee, commercial agent, statutory dealer, or protected distributor under any applicable law. Nothing in this Policy shall be construed to create a franchise, commercial agency, joint venture, partnership, fiduciary relationship, or protected dealership status.
To the maximum extent permitted by law, Reseller irrevocably waives any claim to:
• Statutory dealer compensation;
• Commercial agency indemnity;
• Goodwill compensation;
• Termination indemnity;
• Investment reimbursement;
• Lost future earnings based on alleged relationship status.
Reseller further agrees that no compensation, notice period, or indemnity shall be owed upon termination except where non-waivable mandatory law expressly requires otherwise.
26.Liquidated Damages for Unauthorized Marketplace Sales
Reseller acknowledges that unauthorized online marketplace sales and channel violations cause substantial harm to Blade’s brand value, pricing integrity, and authorized distribution network, and that such damages are difficult to quantify with precision.
Accordingly, for each unit of Product advertised, offered, or sold in violation of Section 5 (Marketplace and Channel Restrictions), Reseller agrees to pay liquidated damages equal to the greater of:
• Three (3) times the net invoice price of the applicable unit; or
• USD $5,000 per violating unit.
The parties agree that this amount represents a reasonable pre-estimate of damages and is not a penalty. Liquidated damages shall be cumulative and in addition to injunctive relief, termination rights, and recovery of attorneys’ fees.
27.Prevailing Party Attorneys’ Fees and Cost Recovery
In any arbitration, court proceeding, enforcement action, or dispute arising out of or relating to this Policy, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, arbitration costs, expert fees, investigation expenses, and enforcement costs in addition to any other relief awarded.
For purposes of this clause, “prevailing party” includes a party that obtains dismissal, injunctive relief, summary disposition, or substantially all requested relief. This provision survives termination of the Policy.
28.Force Majeure
Blade shall not be liable for any delay, failure to perform, allocation decision, suspension of supply, or cancellation of orders caused in whole or in part by events beyond its reasonable control, including but not limited to:
• Acts of God;
• Natural disasters;
• Fire, flood, earthquake, or storm;
• War, terrorism, civil unrest, or embargo;
• Government action or regulatory restriction;
• Supply chain disruption;
• Shortage of components, batteries, or raw materials;
• Transportation interruption;
• Labor disputes;
• Power or infrastructure failure;
• Pandemic or public health emergency.
During any force majeure event, Blade may allocate available inventory in its sole discretion, suspend performance, extend delivery timelines, or cancel affected orders without liability.
29.Anti-Circumvention; Non-Interference
Reseller shall not directly or indirectly:
• Attempt to identify or source from Blade’s manufacturers, suppliers, or OEM partners;
• Circumvent Blade to procure identical or substantially similar Products;
• Induce or attempt to induce Blade’s suppliers, distributors, or customers to alter or terminate their relationship with Blade;
• Reverse engineer supply chain relationships;
• Interfere with Blade’s commercial relationships or distribution structure.
Any violation of this Section constitutes material breach and shall entitle Blade to immediate injunctive relief, termination, and recovery of damages, including lost profits and equitable remedies.
30.Insurance Requirements of Reseller
Reseller shall, at its sole cost and expense, maintain in full force and effect during the term of any commercial relationship involving the Products and for not less than twelve (12) months thereafter, commercial general liability insurance, including products and completed operations coverage where applicable, with limits of not less than USD $1,000,000 per occurrence and USD $1,000,000 in the aggregate. Such insurance shall be issued by a reputable insurer authorized to conduct business in the applicable jurisdiction and having an A- rating or equivalent financial strength. Upon written request, Reseller shall promptly provide a valid certificate of insurance evidencing compliance with this Section. Blade Marine Technologies Limited shall not be required to be named as an additional insured. Failure to maintain required coverage constitutes a material breach of this Policy and grounds for immediate suspension or termination of supply, recognition, or authorization.
31. Pricing, Supply, and Lead Time Confidentiality.
All pricing, quotations, cost structures, discount schedules, margin information, supply arrangements, production allocations, delivery schedules, capacity information, lead times, and related commercial terms provided by Blade Marine Technologies Limited are confidential, proprietary, and commercially sensitive information. Reseller shall not disclose, publish, distribute, or communicate such information to any third party, including customers, competitors, marketplaces, or other distributors, except as strictly necessary to complete a lawful resale transaction and subject to equivalent confidentiality obligations. Such information shall not be used for competitive benchmarking, negotiation leverage with third parties, solicitation of Blade’s supply chain, or any purpose other than performance of authorized resale activities. Unauthorized disclosure constitutes material breach and may result in injunctive relief, termination, and recovery of damages. These obligations survive termination of this Policy.
32.Technical Information Confidentiality.
All technical data, specifications, drawings, schematics, firmware, software, source code, object code, engineering documentation, performance data, product roadmaps, compliance certifications, testing data, and related technical materials supplied or made accessible by Blade Marine Technologies Limited remain its exclusive property and constitute confidential and proprietary information. Reseller shall not copy, reproduce, modify, translate, decompile, disassemble, reverse engineer, create derivative works from, disclose, or otherwise exploit such information except strictly as necessary for authorized resale and support of unmodified Products. Reseller shall implement commercially reasonable safeguards to protect such information from unauthorized access, use, or disclosure. Any unauthorized use or disclosure shall constitute irreparable harm entitling Blade to immediate injunctive relief in addition to all other remedies available at law or equity. These confidentiality obligations survive indefinitely with respect to trade secrets and for a minimum of five (5) years with respect to all other confidential information.
