APOTHECARY PRODUCTS, LLC AUTHORIZED DISTRIBUTOR POLICY
At Apothecary Products, LLC (“APL”), we are committed to you and your customers—the distributors and resellers that help our company satisfy customer needs and deliver best-in-class products. To protect our brands and the integrity of our authorized distribution channels (“you” and “your”), APL is announcing and implementing an Authorized Reseller Program, effective March 15, 2021.
Your obligations under our new Authorized Reseller Program are outlined in the attached Apothecary Products, LLC Authorized Distributor Policy.
Among other benefits, our Authorized Reseller Program will ensure that all sellers of APL products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brands and your business. In addition, our Authorized Reseller Program will assist us in identifying and taking action against unauthorized sellers that are harming you, your customers, and consumers through the sale of damaged and diverted products.
Pursuant to the Authorized Distributor Policy, you may sell APL products only to customers who are classified as “Authorized Resellers.” You are prohibited from selling APL products to end users. To become and remain an Authorized Reseller, your reseller customers will be required to abide by the attached Apothecary Products, LLC Authorized Reseller Policy.
Please also note that the Authorized Distributor Policy prohibits you from selling APL products on any publicly accessible website or other online platform without APL’s prior written consent. You may use an online order portal to facilitate orders from Authorized Resellers, so long as that portal requires Authorized Resellers to obtain an account and log in to view product listings and pricing information. This rule will be strictly enforced.
Additionally, the Authorized Distributor Policy requires that you forward the Authorized Reseller Policy and any other materials requested by APL to your customers. For your convenience, we have attached an Authorized Reseller Packet, which contains the documents that you are required to forward to your reseller customers at this time. In particular, the Authorized Reseller Packet contains: (1) the Authorized Reseller Policy; and (2) a letter to your reseller customers describing the Authorized Reseller Policy and the purposes of our Authorized Reseller Program. We ask that you forward a copy of the attached Authorized Reseller Packet to each of your reseller customers as soon as possible and thank you in advance for your cooperation and assistance.
Thank you for your careful attention to the attached documents and for your continued support of Apothecary Products, LLC and the APL brands.
Apothecary Products, LLC
This Apothecary Products, LLC Authorized Distributor Policy (“Distributor Policy”) is issued by Apothecary Products, LLC (“APL”) and applies to Authorized Distributors of APL products (“Product(s)”) in the United States of America. This Distributor Policy supplements any then-current wholesaler or distribution agreement between you and APL. By purchasing Products from APL for distribution to Authorized Resellers (as defined below), you (“Distributor”) agree to adhere to the following terms. Until such status is otherwise revoked by APL in APL’s sole and absolute discretion, Distributor shall be considered an “Authorized Distributor.” APL may review Distributor’s activities for compliance with this Distributor Policy, and Distributor agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Distributor’s facilities and records related to the sale of the Products.
1. Authorized Customers.
(a) Distributor is authorized to sell Products purchased from APL only to Authorized Resellers. An “Authorized Reseller” is an individual or business entity that:
(b) If any customer or prospective customer of Distributor is not yet an Authorized Reseller, Distributor shall immediately provide the Reseller Policy to such customer/prospective customer. If such customer/prospective customer accepts the terms in the Reseller Policy, Distributor may thereafter sell Products to such customer, which shall thereafter be an Authorized Reseller unless and until APL revokes such status. Authorized Resellers are determined by APL in its sole discretion.
(c) Notwithstanding anything to the contrary in this Distributor Policy, Distributor shall not sell Products to any entity that operates a third-party marketplace website, including, but not limited to Amazon, Walmart, Target, or Groupon.
(d) Distributor shall not sell Products to End Users without APL’s prior written consent. An “End User” is any purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.
(e) Distributor shall cease or suspend sales to any customer promptly upon request of APL. Such customers may be communicated to Distributor via APL’s “Do Not Sell” list.
(f) Distributor shall not sell, ship, invoice, or promote the Products outside the United States of America or to anyone Distributor knows or has reason to know intends to ship the Products outside of the United States of America without APL’s prior written consent.
(g) Distributor shall distribute policies, updates to policies, product information, educational materials, and other information to its Authorized Reseller customers as requested by APL from time to time.
2. Online Sales. Distributor shall not offer for sale or sell the Products on or through any Publicly Accessible Website without the prior written consent of APL.
(a) A “Publicly Accessible Website” is a website, online marketplace mobile application, or other online forum that advertises Products or offers Products for sale and displays Product pricing information in a location that can be viewed by a prospective customer without creating an account and logging in.
(b) All third-party online marketplace websites, including, but not limited to, Amazon, eBay, Walmart Marketplace, Target+, Sears Marketplace, Facebook Marketplace, Google Shopping, Overstock, Newegg, and Rakuten, are Publicly Accessible Websites. Sales on these websites are prohibited without APL’s prior written consent.
(c) A website operated by Distributor to facilitate orders from Authorized Resellers that requires the Authorized Reseller to obtain an account and log in to view Product listings and pricing information is not considered a Publicly Accessible Website.
(d) The terms of this Distributor Policy supersede any prior agreement between APL and Distributor regarding the sale of the Products online. Any authorization previously granted to Distributor by APL to sell the Products on a Publicly Accessible Website is hereby revoked.
3. Sales Practices. Distributor shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Distributor shall not make any warranties or representations concerning the Products except as expressly authorized by APL. Distributor shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Distributor’s business and/or (b) related to the marketing and sale of the Products. Distributor shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of APL or the Products. Distributor shall not advertise Products not carried in inventory.
4. Product Care, Customer Service, and Other Quality Controls. Distributor shall comply with the Apothecary Products, LLC Product Care, Customer Service, and Other Quality Controls attached hereto as Exhibit A, as APL may amend from time to time.
5. Intellectual Property.
(a) Distributor acknowledges and agrees that APL or its licensors own all proprietary rights in and to the APL brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “APL IP”). Distributor is granted a limited, non-exclusive, non-transferable, revocable license to use the APL IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Distributor’s status as an Authorized Distributor. All goodwill arising from Distributor’s use of the APL IP shall inure solely to the benefit of APL or its licensors.
(b) Distributor’s use of the APL IP shall be in accordance with any guidelines that may be provided by APL from time to time and must be commercially reasonable as to the size, placement, and other manners of use. APL reserves the right to review and approve, in its sole discretion, Distributor’s use or intended use of the APL IP at any time, without limitation. In marketing the Products, Distributor shall only use images of Products either supplied by or authorized by APL and shall ensure that all Product images and descriptions are accurate and up to date.
(c) Distributor shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any APL product name or any trademark owned by or licensed to APL, nor a misspelling or confusingly similar variation of any APL product name or any trademark owned by or licensed to APL. Apothecary Products, LLC Authorized Distributor Policy 3
6. Termination. APL reserves the right to terminate Distributor’s status as an Authorized Distributor with written or electronic notice. Upon termination of a Distributor’s status as an Authorized Distributor, Distributor shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Distributor is an Authorized Distributor of APL Products or has any affiliation whatsoever with APL; and (iii) using all APL IP.
7. Modification. APL reserves the right to update, amend, or modify this Distributor Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Distributor’s continued use, advertising, offering for sale, or sale of the Products, use of the APL IP, or use of any other information or materials provided by APL to Distributor will be deemed Distributor’s acceptance of the amendments.
8. Confidentiality. This Distributor Policy, and its attachments, constitute confidential, proprietary information of APL and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of APL.
1. Comply with all instructions provided by APL regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels and as set forth in Safety Data Sheets, as may be amended by APL from time to time.
2. Manage inventory of Products on a “first-in, first-out” (FIFO) basis, with older inventory being sold before newer inventory of the same Product.
3. Exercise due care in storing and handling the Products. Products shall be stored in a cool, dry place, away from direct sunlight, and in a sanitary environment where the Products and the Products’ packaging are not susceptible to soiling, punctures, dents, or other physical damage. Products must be handled in accordance with good industrial hygiene and safety practices.
4. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.
5. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.
6. Do not resell any Product that has been returned open or repackaged.
7. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to APL at email@example.com.
8. Inspect inventory regularly for expired or soon-to-be expired Products, if applicable, and do not sell any Products that are expired or within 180 days of expiration. Destroy or dispose of expired and soon-tobe expired Products in accordance with instruction provided by APL and applicable law.
9. Cooperate with APL with respect to any Product traceability systems that may be implemented from time to time.
10. Cooperate with APL with respect to any Product recall or other consumer safety information dissemination efforts.
11. Report to APL any customer complaint or adverse claim regarding the Products and assist APL in investigating any such complaints or adverse claims.
12. Report to APL any governmental or regulatory agency enquiries or questions regarding the Products and assist APL in providing any necessary responses.
13. Cooperate with APL in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.