Pure Encapsulations Authorized Reseller Policy

PURE ENCAPSULATIONS, INC. AUTHORIZED RESELLER POLICY
(Effective November 13, 2017)

This Pure Encapsulations, Inc. Authorized Reseller Policy (the “Reseller Policy”) applies to all Authorized Resellers (“Resellers”) of Pure Encapsulations, Inc. (“PE”) products (the “Products”) in the United States.  The Policy is effective immediately.  By purchasing Products from an Authorized PE Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms and conditions.

1.    Manner of Sale.  Reseller is authorized to offer Products purchased from an Authorized PE Distributor for retail sale in accordance with the terms herein.  Sales in violation of these terms are strictly prohibited and may result in PE’s immediate revocation of Reseller’s status as an Authorized Reseller, in addition to other remedies.  Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain PE promotions, services, and/or benefits, including, unless prohibited by law, coverage under any PE Product guarantees.
 
1.1    Reseller shall sell Products solely to end users of the Products.  Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

1.2    Reseller shall not sell, ship, invoice, or promote the Products outside the United States without obtaining PE’s prior written consent.

1.3    Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of PE.  This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to re-sell the Products.  

1.4    Reseller shall not offer Products for sale or fulfill sales of Products through any website without the prior written consent of PE, which is granted solely through execution by PE of the Authorized Online Seller Agreement.  Execution by PE of the Authorized Online Seller Agreement constitutes the only authorized means of providing consent to sell Products online.  No PE employee or agent may authorize online sales through oral statements, other written agreement, or by any other means.  Selling on third-party marketplace sites, including eBay, Walmart Marketplace, Sears Marketplace, and Jet, or through drop-ship accounts (e.g. Rakuten, Newegg, Overstock), classified sites (e.g. Craigslist, Facebook Marketplace), or social media is strictly prohibited.  PE maintains an agreement with one exclusive Amazon.com retailer.  Therefore, the Products may not be advertised or sold on Amazon.com or any of its affiliates by anyone except this retailer.  Any Reseller that violates this exclusive agreement is subject to immediate and permanent suspension of purchasing privileges.
 
2.    Product Inspection.  Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance.  Reseller must also confirm that product seals have not been broken.  If any defect is identified, Reseller must not offer the Product for sale and must report the defect to PE at 800-753-2277.  Furthermore, Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory.  Reseller shall not sell expired Products.

3.    Product Storage and Handling.  Reseller shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by PE.  

4.    Alterations Prohibited.  Reseller shall sell Products in their original packaging, with all seals intact.  Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or their packaging is prohibited.  Reseller shall not tamper with, deface, or otherwise alter serial numbers, lot or batch codes, or other identifying information on Products or packaging.  Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.

5.    Recall and Consumer Safety.  To ensure the safety and well-being of the end users of the Products, Reseller shall communicate all safety information to consumers and cooperate with PE with respect to any Product recall.

6.    Customer Service.  Reseller must be able to accurately describe, demonstrate, and sell each Product kept in inventory and be able to advise patients and/or clients on how to use the Products safely and properly.  Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.  Resellers must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of PE.

7.    Consumer Confusion.  Resellers are prohibited from advertising, marketing, displaying, or demonstrating non-Pure Encapsulations products together with PE Products in a manner that would create the impression that the non-Pure Encapsulations products are made by, endorsed by, or associated with PE.  

8.    Compliance with Applicable Laws.  Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.  This requirement includes any and all consumer safety- or consumer protection-related laws, including, but not limited to California Proposition 65.  
 
9.    Use of Pure Encapsulations Intellectual Property.  Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the PE brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property related to the Products (the “PE Trademarks”) solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of a Reseller’s status as an Authorized Reseller.  PE may review, approve, and/or reject, in its sole discretion, a Reseller’s use of the PE Trademarks at any time.  All goodwill arising from Reseller’s use of the PE Trademarks shall inure solely to the benefit of PE.  

10.    Termination.  If a Reseller violates any provision of the Reseller Policy, PE reserves the right to terminate Reseller’s status as an Authorized Reseller in addition to all other available remedies.  Upon termination of Reseller’s status, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of PE Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of PE Products or has any affiliation whatsoever with PE.

11.    Availability of Injunctive Relief.  If there is a breach or threatened breach of paragraphs 1 through 10 of this Reseller Policy, it is agreed and understood that PE shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Reseller Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Reseller Policy.  No failure, refusal, neglect, delay, waiver, forbearance, or omission by PE to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit PE’s right to fully enforce any or all provisions and parts thereof.

12.    Modification.  PE reserves the right to update, amend, or modify this Reseller Policy at any time.  

13.    WARRANTY DISCLAIMER.  PE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE.  PE SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.

14.    Miscellaneous.  This Reseller Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules.  In the event of a dispute over the terms or performance under the Reseller Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Middlesex County, Massachusetts.  If any provision of the Reseller Policy is held contrary to law, the remaining provisions shall remain valid.

15.    PE has a unilateral Minimum Advertised Price Policy (“MAP Policy”) that applies to all resellers of PE Products located within the United States.  This paragraph is intended to inform you of the MAP Policy.  It does not constitute consideration for any agreement between you and PE, and does not separately constitute an agreement between you and PE regarding the prices you will charge your customers for the Products.  PE does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.