Where must modifications to the Cornwell Quality Tools agreement be accepted to be effective?
Cornwell_Quality_Tools Franchise · 2025 FDDAnswer from 2025 FDD Document
The undersigned, individually and/or collectively, having a franchised dealership of Cornwell Quality Tools products and (if applicable) the individual owner or owners of such dealership if it is an entity, as active partners in the operation of the business (individually and/or collectively referred to as "Dealer"), hereby orders and agrees to purchase from CORNWELL QUALITY TOOLS COMPANY, an Ohio Corporation ("Cornwell"), the inventory and other property to be delivered to Dealer by Cornwell and described on documentation to be sent to Dealer at the times of shipment (the "Inventory"). This order will become binding and effective when accepted in writing by Cornwell in Ohio.
Source: Item 23 — RECEIPT (FDD pages 101–373)
What This Means (2025 FDD)
According to Cornwell Quality Tools' 2025 Franchise Disclosure Document, the Dealer Purchase Order, Note and Security Agreement becomes binding and effective when accepted in writing by Cornwell Quality Tools in Ohio. This applies to the standard Dealer Purchase Order, Note and Security Agreement, the Special Rep DSA Dealer Purchase Order, Note and Security Agreement, and the Franchise Developer DSA Dealer Purchase Order, Note and Security Agreement.
This means that any modifications or amendments to these agreements are not valid until Cornwell Quality Tools formally accepts them in writing at their headquarters in Ohio. This provision ensures that Cornwell Quality Tools maintains control over the terms and conditions under which dealers purchase inventory and other property.
For a prospective Cornwell Quality Tools dealer, this implies that all negotiations and agreements must be finalized and documented in writing, with the understanding that Cornwell Quality Tools' written acceptance in Ohio is the final step in making the agreement legally binding. Dealers should be aware that verbal agreements or understandings may not be enforceable unless they are formally approved by Cornwell Quality Tools in writing and in Ohio.