How can the Cornwell Quality Tools agreement be modified, and where must the modification be accepted?
Cornwell_Quality_Tools Franchise · 2025 FDDAnswer from 2025 FDD Document
red and/or failure to maintain the inventory purchase levels required in Paragraph 7 and/or failure to maintain full collateralization of any promissory note and security agreement.
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- Cornwell may agree to waive any default, in its sole discretion, upon such terms as Cornwell determines. Without limiting the foregoing, Cornwell may require Dealer to agree to a modification of the Territory as a condition of waiving Dealer's failure to use best full-time efforts to serve the Territory fully. No action or failure to act on the part of Cornwell shall operate as a waiver or otherwise of the subsequent right to terminate Dealer, unless expressly so stated in writing.
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- Dealer may terminate this Agreement at any time after mailing written notice to Cornwell thirty (30) days before the effective date of such termination. In addition to its rights under Paragraph 13 above, Cornwell may terminate this Agreement at any time five years or more after the date of this Agreement, in the event that Cornwell ceases generally from the business of selling the Products in the State in which the Territory is located.
Source: Item 23 — RECEIPT (FDD pages 101–373)
What This Means (2025 FDD)
According to Cornwell Quality Tools' 2025 Franchise Disclosure Document, Cornwell Quality Tools may agree to waive any default by a dealer, in its sole discretion, and upon terms that Cornwell Quality Tools determines. As a condition of waiving a dealer's failure to fully serve their territory, Cornwell Quality Tools may require the dealer to agree to a modification of the territory. Any waiver of default or right to terminate must be expressly stated in writing by Cornwell Quality Tools to be effective.
Additionally, the Cornwell Quality Tools Franchise Developer DSA Dealer Purchase Order, Note and Security Agreement becomes binding and effective when accepted in writing by Cornwell in Ohio. This means that the initial agreement to purchase inventory and become a dealer is formalized once Cornwell Quality Tools provides written acceptance in Ohio.
These stipulations mean that while some aspects of the agreement can be modified, such as territory or waiving defaults, these modifications are at the discretion of Cornwell Quality Tools. Furthermore, the initial agreement is only valid once Cornwell Quality Tools formally accepts it in writing at their Ohio location, highlighting the importance of this step in the franchising process.