Alexapure Wholesale Program Terms and Conditions
These Wholesale Program Terms & Conditions are subject to and are incorporated in the Wholesale Agreement between Reseller and the Company. All terms not otherwise defined herein have the meanings ascribed to them in the Wholesale Agreement.
Reseller is hereby appointed as a non-exclusive reseller of Company products under the Company’s wholesale program for authorized resellers (the “Wholesale Program”). As a participant in the Wholesale Program, Reseller is entitled to discounted pricing and other benefits offered to authorized resellers, subject to the Agreement Documents and such policies and limitations as may be prescribed by the Company for the Wholesale Program.
Reseller is an independent contractor, not an agent or employee of the Company, its Related Parties (defined below), or their affiliated brands. Reseller is not authorized to assume or create any obligation or responsibility of the Company, including but not limited to obligations based on warranties or guarantees or other contractual obligations on behalf of or in the name of the Company. Reseller shall not misrepresent its status or authority.
Resellers must meet a $1,500 minimum per order amount in order to be eligible for the discounted pricing and other benefits provided by the Wholesale Program. Reseller place orders in excess $10,000 may be eligible for additional discounts at the Company’s discretion; however, any such bulk orders may be subject to longer shipping times and are solely dependent upon product availability.
Reseller Restrictions; Advertising Policy & Online Sale Limitations:
The Wholesale Program is for Resellers only. The purchase of Company products by Reseller under the Wholesale Program for use by Reseller or any Related Party is expressly prohibited. Products purchased through the Wholesale Program may not be advertised at prices lower than the specified minimum advertised price point (or MAP). Reseller may not sell Company products to or within major retail stores (like Costco or Walmart) or a major online marketplace (such as Amazon, eBay, Newegg, Rakuten, or Walmart.com) without our express, prior written consent. Further, paid media and placement advertising, including pay per click and pay per impression bidding, is strictly prohibited on any Brand IP (defined below) of the Company or our Related Parties. Reseller agrees not to make any false or misleading claims about Company products or produce any advertising that misrepresents Company products or brands. Reseller will be immediately removed from the Wholesale Program upon violation of these terms and we may pursue additional remedies related thereto.
Copyright & Intellectual Property:
Our website, photography, images, and content are all copyright protected and owned by us. Reseller is authorized to use only the Company’s logos, brand names, trade names, and trademarks (“Brand IP”) to the extent directly relating to the products purchased pursuant to the Wholesale Program, and only for display purposes and in connection with the sale of such products. All uses of the Brand IP by Reseller will comply with our Trademark Use Policy, attached as Exhibit A, including as updated from time to time. Any reprint, copy, or repost of Company advertisements is strictly prohibited without our express written consent. We will provide approved creative images available for use by participants in the Wholesale Program. Reseller must write its own sales copy and is encouraged to create its own marketing photography. Except for the limited permission to use the Brand IP as provided above, Company and its licensors retain all right, title and interest in and to all Brand IP, and Company reserves all rights in the Brand IP not expressly granted to you hereunder; and, no other rights in the Brand IP are granted to you by implication, estoppel, statute, operation of law or otherwise.
Turnaround Time & Shipping:
We do not ship wholesale orders outside the contiguous United States. The Company currently offers free shipping in the contiguous U.S. but reserves the right to change this at any time. Most wholesale orders will ship within one week and will ship with the same shipping terms and costs as are offered on the Company’s website to retail customers for a similar purchase. Wholesale orders may ship either via LTL freight or by small package delivery at the discretion of the Company. If any package delivery to Reseller is refused or undeliverable and must be returned to the Company’s distribution center, the entire freight charge will be deducted from any refund due to Reseller. Shipments must be inspected at the time they are received for damaged items and any shipping damage. Any items damaged must be photographed and noted with the carrier before signing for receipt of the shipment. Credit for product damaged in shipping will be at the carrier’s discretion.
Customer Service / Product Issues:
Reseller shall sell the products on a non-refundable basis other than for products that are patently defective due in no part to the actions or inactions of Reseller or its Related Parties. All customer service issues, questions, and returns for products re-sold by Reseller must be handled by the Reseller. In the event that a product is patently defective, Reseller may apply for a credit or replacement by contacting our wholesale manager. The issuance of a credit or replacement, or neither, will be at our discretion and is contingent upon Reseller providing sufficient photographs and/or documentation evidencing the purported defect. Reseller is solely responsible, and upon receipt assumes all risk of loss, for all products damaged, stolen, or otherwise lost while in Reseller’s possession, and no credit or replacement product will be issued to Reseller for any such items.
Recall / Market Withdrawal
In the event Company notifies Reseller that any product is the subject of a recall or market withdrawal, Reseller will promptly and fully comply with Company’s instructions regarding matters such as terminating sale of the products; quarantining, returning, relabeling, and/or destroying products; and notifying Reseller’s customers. Reseller will not make any notifications or public announcements about such matters until instructed to do so by Company. Company will reimburse Reseller for all actual costs reasonably incurred by Reseller in complying with Company’s instructions.
All direct or in-person(s) selling must be approved by us in advance and may be rescinded at any time without cause. In the case where we have granted prior approval for direct selling or in-person sales, Reseller may not act as, falsely represent itself, or give the impression of being an employee or agent of the Company or any of our Related Parties or associated brands. Additionally, it is a violation to wear our brand on clothing, hand out materials with our brand on it including pamphlets, business cards, post cards, or other any other promotional materials unless we have granted prior approval.
If the Reseller is acting in the capacity of a direct in-person salesperson, then each employee, representative, or other agent of Reseller must leave contact information for themselves and Reseller and must act as the first point of contact to all such direct customers for all customer service issues. It is a direct violation of these Wholesale Program Terms & Conditions to misrepresent our products or to mislead customers in any way. Reseller will be immediately removed from the Wholesale Program upon violation of these terms and the Company may pursue additional remedies related thereto.
Reseller Restrictions: Minimum Advertised Price Program
The Company, in an effort to maintain the superior integrity and quality of its products, has adopted a minimum advertised price (MAP) program. It is important for the Company to maintain its valued reputation in the industry, to work with only the highest quality resellers, continue substantial investment in the development and introduction of innovative products, and ensure consistent top-notch customer service. This MAP program applies to all resellers of Company products located in the United States.
The MAP program was unilaterally adopted by the Company and will be uniformly enforced by Company in its sole discretion. The Company reserves the right to amend this program at any time, without prior notice to Resellers, in its sole discretion. The MAP price for any Company product will be unilaterally determined by the Company and communicated to Resellers by the Company from time to time. It is Resellers’ responsibility to ensure they are referencing the current MAP pricing.
Minimum Advertised Price
The Company has established a MAP for each of its products. MAP applies only to advertised retail prices and does not apply to the retail price at which Company products are actually sold, nor does it prohibit advertised prices that are higher than the Company’s MAP prices. Nothing contained herein shall in any way be deemed to restrict the Reseller’s ability to determine its own resale prices.
Advertising Prices Below MAP is a Violation MAP is violated when a Reseller:
- Advertises any Company product below its MAP.
- If any Company product is bundled with or sold as part of a package that includes other products (whether or not manufactured by the Company or a subsidiary or affiliate of the Company), then it shall be a violation of this MAP program to sell or advertise the bundle (or package) at a price that (a) is lower than the total MAP of Company product(s) in the bundle/package or (b) violates the letter or spirit of the MAP program.
- It shall be a violation of this MAP program to include in any advertising for a Company product any additional discount, coupon, gift card, or incentive that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of the Company product below such product’s MAP. Company-sponsored “manufacturer’s rebates” or other, similar Company-sponsored promotions shall be exempt from this provision.
- Statements indicating that lower prices are available in store, or that prices are before in-store savings.
- Strikeouts or strikethroughs of pricing information, “see sale price in cart,” or other statements that suggest that a lower price for a Company product may be found at the final online checkout stage.
- Selling to any Reseller that is on the Company’s Do Not Sell list.
The Program Applies to All Advertisements of Any Type Published Outside Physical Retail Premises
This MAP program applies to all advertisements of any Company products in all media including, without limitation, on-line catalogs, mail order catalogs, television, radio, public signage, flyers, posters, coupons, mailers, inserts, newspapers, magazines, and all internet or similar electronic media, including websites, email newsletters, forums, and auction sites. Website features such as instant rebates (e.g. “spend $100 and get $10”), “click for price,” automated “bounce-back” pricing e-mails, automatic price display for any items prior to being placed into a customer’s shopping cart, and special “in-cart” pricing are considered to be communications initiated by the reseller (rather than the customer) and constitute “advertising” under this MAP program.
This Policy Does Not Apply To:
- Authorized promotions on a Company product that the Company has announced in advance.
- Signage entirely inside a Reseller’s retail premises on which prices are displayed.
- Offers associated with the use of a credit or debit card that would, after its application, result in a price lower than the applicable MAP.
- The inclusion of discounted freight offers and/or free branded wearables (hats, shirts, etc.) with purchase are not considered MAP violations.
Although each Reseller remains free to establish its own resale prices, and as such, is free to offer, sell or provide the Company products at any price, the Company will unilaterally determine its recommended MAP and enforce its program. The Company will apply this MAP program consistently across Resellers. Failure to comply with this MAP program for any Company product is considered a MAP violation for all Company products. At its sole discretion, without assuming any liability, the Company may deal with MAP violations by taking any or all of the following actions:
- The Company will provide the Reseller with written notice
- Reduction or Revocation of discounts and other purchasing privileges or benefits across any or all of the Company’s products.
- Refusal or Cancellation of Orders for any or all Company products.
- Revocation of Reseller’s status as an Authorized Reseller of Company products.
- Addition of Reseller’s name to the Company’s Unauthorized Reseller list – which applies to all Company products.
- Addition of Reseller’s name to the Company’s Do Not Sell list – which applies to all Company products.
- Revocation of Reseller’s authorization to use the Company’s trademarked/copyrighted images and/or text, including marketing material, product descriptions and Company information.
Additional Policy Terms and Conditions
These Wholesale Program Terms & Conditions (including without limitation the minimum advertised prices unilaterally determined by the Company) may be modified, extended, suspended, discontinued or rescinded in whole or part by the Company at any time (including without limitation during any Company promotional period(s)), with such action(s) effective immediately or as otherwise described by the Company. Interpretation or enforcement of this program is not open for discussion or debate as the Company’s view will control.
The Company will apply the program in a non-discriminatory, even-handed manner. Any actions taken, or not taken, by the Company will and must remain its own independent decision.
Questions, Additional Information or Information Regarding Potential Violations
All questions or requests for additional information regarding this program (which should be in writing) must be addressed to the Program Administrator. Only the Program Administrator is authorized by the Company to answer questions regarding this program.
Payment in full is due at the time of Reseller’s order and must be processed through the Company’s wholesale website. Reseller’s use of the Company’s wholesale website is subject to the terms thereof. The Company’s fulfillment of any order is subject to availability. The Company is under no obligation to fulfill any of Reseller’s orders in priority over any other customer of the Company.
Program Acceptance and Termination:
Wholesale accounts and the Agreement Documents will be approved and may be terminated at any time solely at the discretion of Company. The Agreement Documents will continue in effect until the earlier of their termination by the Company, with or without cause, or two years after the fulfillment or termination of Reseller’s last purchaser order. All continuing obligations of Reseller under the Agreement Documents will survive termination of Reseller’s participation in the Wholesale Program and any Agreement Document.
Reseller and its Related Parties shall hold in strict confidence and shall not disclose or cause to be disclosed to any third party all Confidential Information of the Company received pursuant to its relationship with the Company. “Confidential Information” includes all pricing data, product lists, trade secrets, technical information, proposals, specifications, customer account data, call detail records, business plans, information pertaining to the Company’s business or operations, the identity, title, and affiliation of the Company or any Company Related Parties, any technical or business plans of the Company, and any other information that the Company or its Related Parties consider to be proprietary or confidential, whether obtained by Reseller in written or other tangible form or by oral, visual, or other means. Reseller shall return and/or destroy, at the Company’s discretion, immediately upon the Company’s request, the termination or Reseller’s participation in the Wholesale Program, or the termination of any Agreement Document, all Confidential Information held by Reseller or its Related Parties and all documentation, including advertising and promotional literature, containing Company intellectual property (including Brand IP). All obligations in this paragraph will survive for not less than two years following the termination of Reseller’s participation in the Wholesale Program or any Agreement Document.
Reseller assumes all liability for, and shall indemnify the Company and its affiliates, and each of their officers, directors, managers, employees, contractors, agents, and other representatives (“Related Parties”) against, all claims, demands, actions, disputes, controversies, damages, requests for equitable or injunctive relief, losses, liabilities, judgments, payments of interest, penalties, costs, and expenses of any kind (including attorney’s fees and costs) arising out of or in any way related to the acts or omissions of Reseller or its Related Parties in the course of Reseller’s performance under the Agreement Documents.
Additional Limitation on Liability; Burnable Products:
We are not responsible for misuse of product stemming from the mis-selling, misrepresentation, or miscommunications of any of the Company’s products that may occur with your end consumers. Burnable products should never be sold or distributed to a minor. No burnable product should be stored in an area where it can catch on fire, near open flames, or near any accelerants. When lighting a burnable product be sure to use proper precautions and have a fire extinguisher handy. All burnable products of the Company, as applicable, are subject to the following additional warning:
California PROP 65 WARNING: Burning of this product like other burnable products including raw wood results in emissions that can expose you to chemicals including carbon monoxide, soot, smoke and other combustion byproducts, which are known to the State of California to cause cancer, birth defects or other reproductive harm, and/or other adverse health effects. For more information go to www.P65Warnings.ca.gov. Avoid contact with eyes.
The failure of the Company to enforce any provision in any Agreement Document will not be construed as a waiver of such provision or the right to enforce such provision and seek all available remedies against Reseller related thereto. Reseller may not assign any Agreement Document without our prior written consent. If any provisions of any Agreement Document are declared illegal, unenforceable, or void, the remainder of the terms herein or therein will not be affected thereby. All Agreement Documents are governed by the laws of the State of Utah without given effect to conflicts of laws provisions, and the Company and Reseller agree to the exclusive venue of the state and federal courts located in Salt Lake County, Utah for any action related to the Agreement Documents.
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