APOTHECARY PRODUCTS, LLC AUTHORIZED RETAILER POLICY
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Dear Retailer,
At Apothecary Products, LLC (“APL”), we are committed to you— the retailer partners that help our company satisfy customer needs and deliver best-in-class products. To protect our brand 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 Retailer Policy, which is attached for your review.
Key Features of the Authorized Retailer 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 Retailer 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 Apothecary Products, LLC products outside of the United States without our prior written consent.
- Online Sales: The Authorized Retailer Policy restricts the manner in which you may sell APL products online. Specifically, if you wish to sell APL products online, you must follow our Apothecary Products, LLC Online Sales Guidelines and limit online sales to your own proprietary website unless you have received APL’s separate written consent to sell elsewhere. You may not sell APL products as a third-party seller on marketplace websites such as Amazon, eBay, Walmart Marketplace, Target+, Sears Marketplace, Facebook Marketplace, Google Shopping, Overstock, Newegg, or Rakuten without prior written consent from APL. Our rules regarding online sales will be strictly enforced.
- Ensuring Product Quality and Satisfaction: To ensure that the consumers who purchase APL products have the best experience possible, the Authorized Retailer Policy outlines our expectations for the service you will provide to your customers. The Authorized Retailer 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 Retailer Policy and for your continued support of Apothecary Products, LLC and the APL brands.
Sincerely,
Apothecary Products, LLC
This Apothecary Products, LLC Authorized Retailer Policy (“Retailer Policy”) is issued by Apothecary Products, LLC (“APL”) and applies to Authorized Retailers of APL products (“Product(s)”) in the United States of America. By purchasing Products from APL for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and APL. Until such status is otherwise revoked by APL, in APL’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.” APL may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.
1. Authorized Customers. Retailer 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. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Retailer shall not sell, ship, or promote the Products outside the United States of America without APL’s prior written consent.
2. Online Sales.
(a) Retailer is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:
(i) is operated by Retailer in Retailer’s legal name or registered fictitious name;
(ii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Target+, Sears Marketplace, Facebook Marketplace, Google Shopping, Overstock, Newegg, Rakuten); and
(iii) is operated in compliance with the terms and conditions set forth in the Apothecary Products, LLC Online Sales Guidelines, attached hereto as Exhibit A, as APL may amend from time to time.
(b) Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of APL.
(c) APL reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between APL and Retailer regarding the sale of the Products online.
3. Sales Practices. Retailer 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. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by APL. Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products. Retailer 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. Retailer shall not advertise Products not carried in inventory.
4. Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the Apothecary Products, LLC Product Care, Customer Service, and Other Quality Controls attached as Exhibit B, as APL may amend from time to time.
5. Intellectual Property.
(a) Retailer 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”). Retailer 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 Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the APL IP shall inure solely to the benefit of APL or its licensors.
(b) Retailer’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, Retailer’s use or intended use of the APL IP at any time, without limitation. In marketing the Products, Retailer 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) Retailer 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 Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of a Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer 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 Retailer Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Retailer’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 Retailer will be deemed Retailer’s acceptance of the amendments.
8. Confidentiality. This Retailer 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. The Permissible Public Websites must not give the appearance that they are operated by APL or any third party.
2. Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
3. At APL’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
4. The Permissible Public Websites shall have a mechanism for receiving customer feedback and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) to APL for review upon request. Retailer agrees to cooperate with APL in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews. Retailer shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to APL.
5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
6. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
7. Retailer shall ensure that any third-party logistics provider engaged by Retailer to store inventory or fulfill orders for the Products is aware of and complies with all product quality controls and customer service standards described herein or otherwise conveyed to Retailer by APL. Retailer shall ensure that any such third-party logistics provider stores Retailer’s inventory of Products separately from any Products owned by any third party. Upon request by APL, Retailer shall disclose its use of third-party logistics providers, including the identity and location of any third-party logistics provider, and shall cooperate with APL in investigating any concerns related to the Products that may relate to Retailer’s use of a third-party logistics provider. Under no circumstances shall Retailer permit orders to be fulfilled by a third-party logistics provider in any way that results in the shipped Product coming from stock other than Retailer’s.
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 dispose 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.
