MINNESOTA COMMERCE - Unhappy Franchisee

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under the warranty, and vou should read and understand the wartantv policies. You must follow Mateo's policies and procedures regarding returning tools for wartanty claims. Amongjhejsrocedures that vou must follow is the requirement to send back the products with the appropriate paperwork, product specificadons. codes and other recuired information. In addition^ you must oav all freight and shipping charges to send the defective pradji.ct to Mateo. In most cases, Mateo will pay the shipping and freight costs to send you a new or repaired tool, part or product. Also, there are certain warranty service functions that vou. as a distributor, must perform. These include "in the field" repair of ratchets and toolboxes. You must purchase ratchet repair kits that range from $10 to $40 per kit. (Most of the kits are $101. You must return the defective part to Mateo, and pay the shipping/freight charges. Mateo will credit the cost of the ratchet repair kit upon return of the defective parts to Mateo. Mateo includes ratchet repair instructions on its website for distributors. You arejioLeomaensated for vour time to make thesexenairs. You are also responsible to perfonn minor .wartanty reiiairs on toolboxes within your List of CallSj such as drawer slides, casters ^wheelsl trim and/or drawer replacement if needed. Wartantv repairs are handled on a case-bv-case basis after contacting Mateo's Customer Service and/or Mateo's I.
policy. Mateo will revise its tool retum policy at such times as it may determine, and will inform you in writing of any changes when made. Neither the Distributorship Agreement nor any other agreement requires Mateo to provide any other assistance or services to you during the operation of your Distributorship. As noted in Item 20 below, however, Mateo has a policy under which it will giw--y^m--one--0P--fflefe-4^&w-"Mat6e-teel-%t>Jref^4'&F-st^^ prospect who becomes a Mntoo distributor^—Beginning April 1; 2011; Matoo will enhance this policy by effeingoffcr distributors a choice between $7,000 at list price in free tools or a tool box ii^st-ead-of^nly-ene tool box for the first successful refertal, Qf_a prospect who becomes a Mateo distributor after.,the refertal, with additional amounts of free tools or tool boxes for subsequent successfial refertals within a 12-month period. Mateo Distributor Advisory Councils Mateo does not have an advertising fund into which a Distributor must contribute, and Mateo does not have local or regional advertising cooperatives in which Distributors are required to participate. Mateo has a Mateo Distributor Advisory Council (MDAC) system to foster and enhance communications between Distributors and Mateo. The MDAC system is a strictly voluntary system, with MDACs at the district and regional level. MDAC representatives meet periodically with each other, with Distributors, and with Mateo managers and executives to discuss a variety of system issues. Mateo Distributors are not required to participate or pay any dues or other financialcontributions. Distributorship Agreement (13)a2LTERRITORY You will only be allowed to operate your Distributorship at those locations identified on the List of Calls and on the Potential Customers List. The List of Calls and Potential Customer List will be identified and attached to the Distributorship Agreement. Prior to establishing a List of Calls, Mateo will conduct a survey of various geographic areas, prior Mateo distributor routes, and potential new distributor routes to determine a suitable List of Calls that contains, as of the date of the Distributorship Agreement, a minimum of 325 Potential Customers, the location of which will be identified on the List of Calls. Mateo provides no assurance that the Potential Customers will actually become your customers, or that due to economics, demographics or other reasons, the number of actual or Potential Customers, and/or the businesses identified on the List of Calls, will not increase or decrease after the date of the Distributorship Agreement. Mateo is under no obligation to supplement the List of Calls with additional stops or Potential Customers in the event the number of Potential Customers declines. As noted above, the Distributorship is a business which operates principally from a vehicle, and which resells the Products to retail cuiitomerH who are typically individual profesBional mechanics or bu^iineDiies which operate from a single location, and who generally purohapo the Products for their own uiie.is authorized to resell the Products pursuant to a List of Calls and list of Potential Customers. If, and for so long as, you are in compliance with the Distributorship Agreement, Mateo will not operate, or grant a license or franchise to operate, a Mateo mobile distributorship that will be authorized to sell to any Potential Customers or actual customers identified on your Potential Customer List, if such customers purchase Products at or from the business located and identified on the Potential Customer List (see Article 1.3 of the Distributorship Agreement). Except for the rights expressly granted to you and provided in the Distributorship Agreement, Mateo retains all rights to sell, and license or authorize others to sell. Products to any customers, at any location, and through any chaimels or methods of distribution. Without limiting the foregoing, Mateo retains the following rights,on any terms and conditions Mateo deems advisable, and without granting you any rightstherein: 32 Mateo 2Q12-FDD/PK 45^?$4344434Q051S 03/09/4412
Page 1 and 2: MINNESOTA DEPARTMENT OF COMMERCE 85
Page 3 and 4: UNIFORM FRANCHISE REGISTRATIOK-^gpD
Page 5 and 6: MAR - 8 2012 Mr. Daniel E. Sexton P
Page 7 and 8: UNIFORM FRANCHISE CONSENT TO SERVIC
Page 9 and 10: NMTC, INC. d/b/a MATCO TOOLS FRANCH
Page 11 and 12: FR.\NCHISE DISCLOSURE DOCUMENT NMTC
Page 13 and 14: STATE COVER PAGE Your state may hav
Page 15 and 16: Mateo® Tools FRANCHISE DISCLOSURE
Page 17 and 18: Document. Mateo's affiliates have n
Page 19 and 20: The informadon in this Disclosure D
Page 21 and 22: Communicadons, District Business Ma
Page 23 and 24: damages in the amount of $500,000 a
Page 25 and 26: Time Payment Reserve You must, at t
Page 27 and 28: was established by the Internationa
Page 29 and 30: manufacturer, model, configuration
Page 31 and 32: Mateo will finance up to $72,000 (w
Page 33 and 34: include items such as work uniforms
Page 35 and 36: charge fees to suppliers seeking to
Page 37 and 38: Obligation (x) Dispute resolution S
Page 39 and 40: you a late fee of 5% per week for e
Page 41 and 42: who may be potentiol-eustemers for
Page 43 and 44: egional trainers employed by Mateo.
Page 45: (B) (C) (D) (E) (F) Mateo provides
Page 49 and 50: (B) make personal sales calls on at
Page 51 and 52: your Distributorship business. conf
Page 53 and 54: Provision Section in Distributorshi
Page 55 and 56: Provision Noncompetition covenants
Page 57 and 58: Mateo's 1,006134 Distributors repor
Page 59 and 60: 40rExeep^-as----(:Uselosed~sbove;--
Page 61 and 62: State (Note 2) Year Number of Trans
Page 63 and 64: Table 3 Status of Franehised Outlet
Page 65 and 66: State Year Outlets at Start of Year
Page 67 and 68: state Year Outlets at Start of Year
Page 73 and 74: Attached as Appendix B is a list of
Page 75 and 76: MATCO TOOLS FRANCHISE DISCLOSURE DO
Page 77 and 78: NMTC, Inc. and Subsidiaries Consoli
Page 83 and 84: NMTC, Inc. and Subsidiaries Notes t
Page 97 and 98:
NMTC, Inc. and Subsidiaries Notes t
Page 99 and 100:
NMTC, Inc. and Subsidiaries Notes t
Page 101 and 102:
Ernst & Young LLP Assurance | Tax |
Page 103 and 104:
MATCO TOOLS FRANCHISE DISCLOSURE DO
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PM01701 Run Date :12/30/ll State Di
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PM01701 Run Date :12/30/11 State Di
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M01701 Run Date :12/30/ll Jtate Dis
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PM01701 Run Date :12/30/11 State Di
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PM01701 Run Date ;12/30/ll State Di
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PM01701 Run Date :12/;30/ll State D
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PM01701 Run Date :12/30/n State Dis
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MATCO TOOLS DISTRIBUTORSHIP AGREEME
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ARTICLE 5 5.1 5.2 5.3 5.4 5.5 ARTIC
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Exhibit A Exhibit B Exhibit C Exhib
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variety of reasons^ .which may incl
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the Distributor agrees to sign and
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in Section 4.1, before operating th
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invoice from Mateo, Distributor's O
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purchase said insurance on Distribu
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ARTICLE 7 TRADEMARKS, TRADE NAMES A
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specifications, techniques, compute
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11.34 Notice; Cure Periods. Mateo w
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ARTICLE 12 DISPUTE RESOLUTION 12.1
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shareholders. Spouse, and person a
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(A) "Abandon" will mean the conduct
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MATCO TOOLS LIST OF CALLS AND POTEN
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Z^.M1Z Tools INSTALLMENT PROMISSORY
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SECURITY AGREEMENT APPENDIX D EXHIB
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16. MISCELLANEOUS. This Security Ag
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(b) All credit documents presented
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10. This Agreement shall be binding
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(b) Distributor guarantees that Ass
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BUYER ACKNOWLEDGES RECEIPT OF THE G
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Terms and conditions of Sale/Securi
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MATCO TOOLS DISTRIBUTOR'S PURCHASE-
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(c) Distributor shall not, without
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Appendix D Exhibit K-1 Mateo Tools
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Appendix D Exhibit K-2 Mateo Tools
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MATCO TOOLS DISTRIBUTOR LEASE AGREE
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MATCO TOOLS NMTC, Inc. d/b/a MATCO
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¥^5£i NMTC, Inc, d/b/a/ MATCO TOO
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MATCO TOOLS MATCO DISTRIBUTOR BUSIN
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The Distributor is fiirther respons
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11. ENTIRE AGREEMENT. This Agreemen
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APPENDIX D EXHIBIT P GUARANTEE. IND
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APPENDIX D EXHIBIT Q MATCO WEB PAGE
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4.3 Matco shall own all rights in a
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9. Entire Agreement This Agreement,
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MATCO TOOLS FRANCHISE DISCLOSURE DO
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conceming advertising, marketing, m
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STATE AGENCY EXHIBIT APPENDIX F TO
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AGENTS FOR SERVICE OF PROCESS APPEN
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STATE-SPECIFIC DISCLOSURES AND STAT
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Hawaii Distributorship Agreement Am
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Illinois Distributorship Agreement
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Maine Disclosure Addendum THE INFOR
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Maryland Disclosure Addendum Item 1
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IN WITNESS WHEREOF, each of the und
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(F) (G) A PROVISION REQUIRING THAT
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Minnesota Disclosure Addendum Item
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North Carolina Distributorship Agre
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North Dakota Disclosure Addendum In
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Rhode Island Distributorship Agreem
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Washington Distributorship Agreemen
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MATCO DISTRIBUTOR CONSENT TO ALCOHO
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MUTUAL RELEASE AGREEMENT APPENDIX J
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demands, liabilities, and causes of
Page 263 and 264:
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Matco Tools Ride-Along Acknowledgem
Page 267 and 268:
RECEIPT ^To Be ReHirned «o Matcn T
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