Seroyal Authorized Reseller Policy

SEROYAL USA, LLC AUTHORIZED RESELLER POLICY
Effective Date:  October 1, 2018

This Seroyal USA, LLC Authorized Reseller Policy (“Reseller Policy”) is issued by Seroyal USA, LLC (“Seroyal”) and applies to Authorized Resellers of Seroyal products in the United States of America.  By purchasing products in the Seroyal family of brands, including Seroyal®, Genestra Brands®, Pharmax®, UNDA®, and Wobenzym® (“Products”) from an Authorized Seroyal Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms.  Until such status is otherwise revoked by Seroyal in Seroyal’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder.  Seroyal may review Reseller’s activities for compliance with this Reseller Policy and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products.

1.    Authorized Customers.  Reseller is authorized to sell Products to End Users.  An “End User” is a 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, invoice, or promote the Products outside the United States of America without Seroyal’s prior written consent.

2.    Online Sales.  Reseller shall not advertise or sell Products on or through any website, mobile application, or other online forum without the prior written consent of Seroyal, granted through execution by Seroyal of the Seroyal USA, LLC Authorized Online Seller Agreement.  Seroyal 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 revocation of its status as an Authorized Reseller and purchasing privileges.  This Reseller Policy supersedes any prior agreement between Seroyal 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 Seroyal to sell the Products on or through a website, mobile application, or other online forum is hereby 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 expressed or authorized by Seroyal.  Reseller 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 the California Safe Drinking Water and Toxic Enforcement Act of 1986, as amended, AKA California Proposition 65 (“California Proposition 65”).  Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Seroyal.  

4.    Product Care, Customer Service, and Other Quality Controls.

(a)    Reseller shall comply with all instructions provided by Seroyal regarding the storage, handling, shipping, disposal, or other aspect of the Products.  Reseller shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness.

(b)    Reseller shall sell Products in their original packaging.  Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted.  Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.  Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.  Reseller shall not alter or dilute Products.
 
(c)    Reseller shall not represent or advertise any Product as “new” that has been returned or repackaged.

(d)    Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”).  If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Seroyal at sales@seroyal.com or 888-737-6925.  

(e)    Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory.  Reseller shall not sell any Products that are expired or within 90 days of expiration.  Reseller shall destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Seroyal.  

(f)    Reseller shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy.  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.

(g)    Reseller shall cooperate with Seroyal with respect to any Product tracking systems that may be implemented from time to time.  

(h)    Reseller shall cooperate with Seroyal with respect to any Product recall or other consumer safety information dissemination efforts.  

(i)    Reseller shall report to Seroyal and assist in investigating any customer complaint or adverse claim regarding the Products of which it becomes aware.

(j)    Reseller shall cooperate with Seroyal in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.  

5.    Termination.  If Reseller violates this Reseller Policy, Seroyal 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 Seroyal Products or has any affiliation whatsoever with Seroyal; and (iii) using all Seroyal IP.  

6.    Modification.  Seroyal reserves the right to update, amend, or modify this Reseller Policy with written or electronic notice.  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 Seroyal IP, or use of any other information or materials provided by Seroyal to Reseller following notice of the amendments will be deemed Reseller’s acceptance of the amendments.

7.    Intellectual Property.  Reseller acknowledges and agrees that Seroyal or its licensors own all proprietary rights in and to the brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Seroyal IP”).  Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Seroyal 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 Seroyal IP shall inure solely to the benefit of Seroyal or its licensors.  Reseller’s use of the Seroyal IP shall be in accordance with any guidelines that may be provided by Seroyal from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use.  Seroyal reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Seroyal IP at any time, without limitation.  Upon request by Seroyal, Reseller shall be required to submit samples of any manner of its display of the Seroyal IP and sample of the Products.  All goodwill arising from Reseller’s use of the Seroyal IP shall inure solely to the benefit of Seroyal or its licensors.  

8.    Confidentiality.  This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Seroyal 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 Seroyal.

9.    MAP Policy.  Seroyal has a unilateral Minimum Advertised Price (“MAP”) Policy that applies to all resellers of 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 Seroyal, and does not separately constitute an agreement between you and Seroyal regarding the prices you will charge your customers for the Products.  Seroyal does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy. View MAP Policy