APOTHECARY PRODUCTS, LLC AUTHORIZED RESELLER POLICY
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Dear Reseller,
At Apothecary Products, LLC (“APL”), we are committed to you—the reseller partners 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.
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 and consumers through the sale of damaged and diverted products.
Your obligations under our new Authorized Reseller Program are outlined in the Apothecary Products, LLC Authorized Reseller Policy, which is attached for your review.
Key Features of the Authorized Reseller Policy:
- Where and to Whom You May Sell APL Products: APL is committed to maintaining the integrity of its authorized distribution channels and to stopping the diversion of APL products to unauthorized sellers. To this end, the Authorized Reseller Policy requires that you sell APL products solely to end users and not to persons or entities who intend to resell APL products. In addition, you may not market for sale or ship APL products outside of the United States without our prior written consent.
- Online Sales: The Authorized Reseller Policy prohibits you from selling APL products online without APL’s prior written consent. This prohibition will be strictly enforced. If you wish to apply for permission to sell online, please contact us at info@apothecaryproducts.com for more information.
- Ensuring Product Quality and Satisfaction: To ensure that the consumers who purchase APL products have the best experience possible, the Authorized Reseller Policy outlines our expectations for the service you will provide to your customers. The Authorized Reseller Policy also describes certain steps you must take to maintain the quality of APL products until they reach consumers.
Thank you for your careful attention to the Authorized Reseller Policy and for your continued support of Apothecary Products, LLC and the APL brands.
Sincerely,
Apothecary Products, LLC
This Apothecary Products, LLC Authorized Reseller Policy (“Reseller Policy”) is issued by Apothecary Products, LLC (“APL”) and applies to Authorized Resellers of APL products (“Product(s)”) in the United States of America. By purchasing Products from APL or an Authorized APL Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by APL in APL’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.” APL may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.
1. Authorized Customers. Reseller is authorized to sell Products only to End Users. 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. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, or promote the Products outside the United States of America without APL’s prior written consent.
2. Online Sales. Reseller shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Target+, Sears Marketplace, Facebook Marketplace, Google Shopping, Overstock, Newegg, Rakuten), mobile application, or other online forum without the prior written consent of APL, granted through execution by APL of the Apothecary Products, LLC Authorized Online Seller Agreement. The terms of this Reseller Policy supersede any prior agreement between APL and Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorization previously granted to Reseller by APL to sell the Products on or through a website, mobile application, or other online forum is revoked.
3. Sales Practices. Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by APL. Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business and/or (b) related to the marketing and sale of the Products. Reseller 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. Reseller shall not advertise Products not carried in inventory.
4. Product Care, Customer Service, and Other Quality Controls. Reseller 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) Reseller 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”). Reseller 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 Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the APL IP shall inure solely to the benefit of APL or its licensors. Apothecary Products, LLC Authorized Reseller Policy 2
(b) Reseller’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, Reseller’s use or intended use of the APL IP at any time, without limitation. In marketing the Products, Reseller 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) Reseller 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.
6. Termination. APL reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller 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 Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’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 Reseller will be deemed Reseller’s acceptance of the amendments.
8. Confidentiality. This Reseller 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 info@apothecaryproducts.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 90 days of expiration. Destroy or disposed of expired and soon-to-be expired Products in accordance with instructions provided by APL and applicable law.
9. Be familiar with the special features and intended use of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
10. Cooperate with APL with respect to any Product traceability systems that may be implemented from time to time.
11. Cooperate with APL with respect to any Product recall or other consumer safety information dissemination efforts.
12. Report to APL any customer complaint or adverse claim regarding the Products and assist APL in investigating any such complaints or adverse claims.
13. Report to APL any governmental or regulatory agency enquiries or questions regarding the Products and assist APL in providing any necessary responses.
14. 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.