Bio Derm Laboratories, Inc. (hereafter “Bio Derm”), a Texas corporation, is the manufacturer and owner of the Bio-Groom brand. Bio Derm hereby adopts the following Authorized Reseller Policy (the “Policy”) to protect the long-term strength and integrity of its brand and Products.
Effective immediately, only Authorized Resellers may sell Bio Derm products on eCommerce third-party marketplaces, such as Amazon. Authorized Resellers are merchants who are vetted by Bio Derm for adherence to its quality control standards and who are given written approval to sell Bio-Groom products on eCommerce third-party marketplaces (hereafter, “Authorized Resellers”). Any reseller who wishes to sell Bio-Groom products on eCommerce third-party marketplaces must obtain prior written approval from Bio Derm.
All Authorized Resellers accept and are bound by the terms and conditions of this Policy, which detail the channels and methods in which they are authorized to sell Bio-Groom products. These terms and conditions are subject to change by Bio Derm without prior written notice at any time. Bio Derm and its Authorized Resellers are individually a “Party” and together are the “Parties.”
Terms and Conditions
- Authorization. Authorized Resellers can advertise and sell Bio-Groom Products (the “Product” or “Products”) to end customers in the United States of America, in brick-and-mortar locations, and on their own Internet URL locations approved by Bio Derm.
- Third-Party Internet Marketplace Sales. Authorized Resellers are prohibited from selling Bio-Groom products on internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Alibaba, Newegg, Craigslist, Rakuten, Sears, unless Authorized Resellers obtain written permission from Bio Derm authorizing them to sell on specific internet marketplaces and under specific seller names. Bio Derm may revoke or amend an Authorized Reseller’s internet marketplace authorization by sending notice to the Authorized Reseller and such revocation or amendment shall become effective upon delivery of such notice.
- End Customers. Product purchased by Authorized Resellers are intended for sale to end customers only. Accordingly, Authorized Resellers will advertise and resell the Product to end customers only. End customers are customers who purchase the Product for their personal use or consumption. Authorized Resellers are prohibited from reselling the Product to other sellers, retailers, or distributors without prior written approval from Bio Derm.
- Geographic Territory. The authorization granted to the Authorized Resellers by this Policy is limited to the United States without exclusive right to any specific territory. Authorized Resellers must obtain prior written approval from Bio Derm to market, resell, gift, or export the Product outside the United States. Authorized Resellers must also obtain prior written approval from Bio Derm to resell the Product to a buyer who the Authorized Resellers know, or reasonably should have known, has the intent to export the Product outside the United States.
- Duration. An Authorized Reseller’s approval to advertise and resell the Product will remain in effect until it is terminated by either Party or when Bio Derm terminates this Policy, whichever occurs first.
- Quality Control. Authorized Resellers acknowledge the importance of upholding the good reputation of Bio Derm and its Products. Accordingly, Authorized Resellers must comply with all applicable federal, state, and local laws and regulations. Authorized Resellers must also agree to adhere to the highest quality control standards in performing their obligations under this Policy, including the following standards established by Bio Derm:
a. Provide Accurate Information. Authorized Resellers must provide accurate and up to date company and contact information including all DBA’s, retail locations, and websites where the Product will be sold.
b. Product Storage. Authorized Resellers will store the Product in secure facilities and in a manner that prevents damage to the Product or its packaging.
c. Original Packaging. Authorized Resellers will only sell Products in their original unaltered, undamaged, and sealed packages with all original markings, documents, and identifying information intact. Authorized Resellers will not sell Products that are marked “used,” “open box,” or with any other similar descriptors. Advertised Resellers are prohibited from opening bulk packages, repackaging the contents, and selling the Product in smaller units. Authorized Resellers are prohibited from selling Products that have original labels replaced, altered, destroyed; such packages are considered altered and will not qualify for refunds, exchanges, or Bio Derm product warranties.
d. Damaged Product. Authorized Resellers will destroy, at their own expense, Product that Bio Derm determines is altered, damaged, or does not meet Bio Derm quality standards.
e. Bundles and Multipacks. Unless Bio Derm gives prior written consent, Authorized Resellers are prohibited from creating and selling bundles or multipacks.
f. No Brand Commingling. Authorized Resellers will not advertise or display the Product with non-Bio Derm products in a manner that creates the impression that the non-Bio Derm products are made by, endorsed by, or associated with Bio Derm. Such commingling of brands is likely to cause customer confusion and is prohibited.
g. Drop Shipping. Order fulfillment by drop shipping is prohibited without prior written approval from Bio Derm.
h. Quality Control Audit. Bio Derm may conduct quality control audits of its Authorized Resellers’ advertising, promotional materials, product images, and any documents related to the marketing and advertising of the Product to determine whether the use of the Product and Intellectual Property meet the standards, specifications, and directions approved by Bio Derm. When requested, Authorized Resellers will provide Bio Derm with samples of advertising, promotional materials, product images, and any other documents for review.
i. Product Recall. If Product recall is necessary, Authorized Resellers will cooperate with Bio Derm to conduct the recall.
j. Additional Quality Control Standards. Bio Derm has the right to issue additional quality control standards to protect the reputation of its brands and ensure commercial success of its Products. All Authorized Resellers agree to abide by all additional quality control standards issued by Bio Derm.
- Customer Service. Authorized Resellers will offer customer service in a timely, diligent, and professional manner to customers who purchase the Product. Authorized Resellers will use commercially reasonable efforts to ensure customer satisfaction, increase customer loyalty, and preserve customer trust in the Bio-Groom brand.
- Intellectual Property. Bio Derm owns all proprietary rights in and relating to its brands, including name, logo, trademarks, service marks, trade dress, copyrights, patents, and any other intellectual property related to the Products (“Intellectual Property”). Bio Derm grants its Authorized Resellers a limited, non-transferable, revocable license to use its Intellectual Property for the purpose of marketing, advertising, and reselling the Product in a manner consistent with this Policy. The Intellectual Property will not be affixed to, or advertised in connection with, any goods or services other than the Product. All goodwill arising from the Authorized Resellers’ use of the Intellectual Property shall inure solely to the benefit of Bio Derm. Authorized Resellers agree to cease all use of the Intellectual Property upon the termination their Authorized Reseller status. This limited license is granted only to Bio Derm’s Authorized Resellers.
- Advertising By Bio Derm. Nothing in this Policy limits Bio Derm’s right to advertise and sell the Product independently from its Authorized Resellers. All decisions regarding the advertising medium or content will remain the sole discretion of Bio Derm.
- Product Warranties. Bio Derm warrants the Products to be free from defects in material and workmanship. Bio Derm warrants that customers who purchase directly from Bio Derm, or from its Authorized Resellers, will receive unexpired product that is safe to consume when used according to the specification printed in the label. Bio Derm also warrants that the products sold by Bio Derm, and its Authorized Resellers, comply with all product safety regulations and appropriate labeling requirements promulgated by the United States Food and Drug Administration, including the Federal Food, Drug and Cosmetic Act, Federal Consumer Product Safety Act, and any other applicable product safety law. Further, Bio Derm warrants that the Products sold by its Authorized Resellers conform to Bio Derm’s quality control specifications. Such warranties extend only to Products sold by Bio Derm and its Authorized Resellers who are subject to Bio Derm’s quality control standards. BIO DERM’S WARRANTIES DO NOT EXTEND TO PRODUCTS OBTAINED AND SOLD BY UNAUTHORIZED RESELLERS OR TO PRODUCTS WHICH BIO DERM CONSIDERS ALTERED.
- WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS POLICY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BIO DERM HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS POLICY, IN NO EVENT WILL BIO DERM BE LIABLE TO AN AUTHORIZED RESELLER FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM, WHETHER ARISING UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER BIO DERM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIO DERM’S LIABILITY WILL NOT EXCEED THE AMOUNT AN AUTHORIZED RESELLER PAID TO BIO DERM FOR THE PRO
- Termination. Bio Derm may terminate a Party’s Authorized Reseller status if the Party breaches the terms of this Policy or for any other reason for which Bio Derm reasonably believes termination is necessary. Further, if Bio Derm elects to terminate this Policy, Bio Derm will give written notice to all Authorized Resellers within a reasonable time. Upon termination, the Authorized Resellers’ authorization to advertise and resell the Product will be immediately revoked.
- Notice of Minimum Advertised Price Policy. Bio Derm maintains a Minimum Advertised Price Policy that applies to all of its branded products. This section is intended to only give notice of the policy to all Authorized Resellers. It does not constitute consideration for any agreement between the Parties nor a separate agreement regarding the final price that Authorized Resellers will charge their customers. The Minimum Advertised Price Policy is a unilateral policy and not subject to agreement by the Authorized Resellers.