1. Appointment as a Reseller
Upon account approval, Enviromedica grants the Reseller non-exclusive rights for the resale of the goods manufactured and supplied by Enviromedica to End Users, and Enviromedica is willing to accept such an approval on the terms of this Agreement.
It is the duty of the Reseller to inform Enviromedica immediately of any changes in the ownership or control of the Reseller, and of any change in its organization or method of doing businesss, which might affect the performance of the Reseller’s duties under this agreement. Upon reasonable request by Enviromedica, Reseller must provide Enviromedica with a current and accurate list of all of its physical selling locations, as well as ecommerce websites.
The Reseller shall not sell any of the Goods to any person if the Reseller knows, or ought reasonably to know, that the person intends to resell the Goods or violate the terms of this Agreement. If the Reseller becomes aware that any Person to whom Reseller supplies any of the Goods is marketing or selling, or is planning to market or sell, the Goods in violation with this Agreement, Reseller shall immediately notify Enviromedica and shall cease forthwith to supply such Person with the Goods.
2. Pricing and Shipment
Subject to and in accordance with the terms and conditions hereof, Enviromedica agrees to sell to Reseller, and Reseller agrees to buy from Enviromedica, the Goods at the prices set forth. Prices of the Product are in U.S. dollars, F.O.B. Enviromedica’s warehouse in Austin, Texas.
Enviromedica shall have the unilateral right, in its sole discretion, to adjust its prices, it being understood that any increases shall only be effective upon thirty (30) days’ written notice to Reseller, whereupon at the end of such thirty (30) day notice period, any such revised price shall be effective immediately without further notice.
Unless stated otherwise, standard shipments within the 48 contiguous states are shipped via UPS Ground, non-contiguous state and offshore territory shipments are shipped via USPS or UPS depending on final destination. All charges that may be incurred in connection with the delivery of the Goods to Reseller, including, but not limited to, UPS and freight, are the sole and exclusive responsibility of Reseller.
For complimentary shipping criteria, please see price list.
3. Payment Terms
All payment is due upon shipment, unless otherwise stated. Accepted forms of payment include check, bank wire transfer, American Express, Mastercard, Visa, Discover.
4. Sales of Enviromedica Goods
In connection with the promotion, marketing, and sale of the Goods the Reseller shall make it clear in all dealings with Resellers and prospective Resellers that it is acting as Reseller of the Goods and not as the agent of Enviromedica. It is the sole responsibility of the Reseller to comply with all applicable legal requirements.
Reseller will use its best efforts to ensure that warehousing and transportation to and within the region are affected in such a manner so as not to have a negative effect on the quality of the Goods.
The Reseller shall assume full responsibility for and shall indemnify and save Enviromedica harmless from any damage, claim, liability, loss or expense which Enviromedica may suffer or incur by reason of Reseller’s packaging, stocking, warehousing, storage, use, sale and/or distribution of the Goods.
Pertaining to the storage and handling of the Goods, Reseller shall undertake at its sole expense the following services and activities in connection with and for the benefit of maintaining the Goods:
- Suitable storage or warehousing with appropriate climate control as per Enviromedica’s requirements as they may be revised by Enviromedica, in its sole discretion, from time to time; and
- The physical flow of Goods from the Reseller shall be based on a first-in, first-out basis
The Reseller agrees to observe all directions and instructions reasonably given to it by Enviromedica in relation to the promotion and advertisement of the Goods, and not make any written or oral statements as to the quality or fitness of the Goods outside of the scope of the parameters Enviromedica has set forth.
5. Amazon, eBay, & Other Third Party Sites
Sale of Enviromedica Products through 3rd party marketplaces or auction services (Amazon.com, eBay, etc.) is expressly prohibited, and will result in immediate closure of your account. Enviromedica reserves the right to discontinue sale or supply of products or services to any Reseller that is found to be selling Enviromedica Products on third party-facilitated sites.
6. Intellectual Property
The unauthorized use of copyrights, trademarks, logos, manufacturing images, product images, copy or other Enviromedica information (“Trademarks”) without express consent is prohibited. Customer shall not have the right to affix any of the Trademarks to any product or other material conveyed to anyone other than via the Internet in the manner described in this Agreement.
The Reseller shall not:
- Modify the Goods or their packaging, except to the extent that this is required in accordance with applicable law;
- Alter or remove from the Goods any of the Trademarks, or the numbers or other means of identification used on or in relation to the Goods;
- Use any of the Trademarks in any way which might prejudice their distinctiveness or validity or the goodwill of Enviromedica;
- Use in relation to the Goods any Trademarks other than the Trademarks without obtaining the prior written consent of Enviromedica;
- Use in the Territory any Trademarks or trade names which so resemble any of the Trademarks as to be likely to cause confusion or deception;
- Use any of the Trademarks as part of the Reseller’s business entity name;
- Apply for or register as a Trademark or as a domain name in the U.S. or elsewhere any name or mark which is the same as or similar to any of the Trademarks or any domain name of Enviromedica. Examples of prohibited URLs include, but are not limited to: enviromedica.yourdomain.com, www.buy-enviromedica.com, enviromedica.fr, www.yourdomain.enviromedica. Enviromedica product names, Trademarks, or copyrights may be used only in the file name section of a Customer-Owned Web Site URL (e.g. www.yourdomain.com/enviromedica-products.html)
- Customer may not use or register Enviromedica product names, Trademarks or copyrights as part of an account or page name on any managed Social Network or user-generated content Web Site or Application. Examples of prohibited accounts and pages include, but are not limited to: www.facebook.com/buyenviromedica, twitter.com/myenviromedica, www.paleohacks.com/users/enviromedica-fr.
All photos, images, and product and/or company description content pertaining to or describing Enviromedica must be current and obtained from Enviromedica directly. This information cannot be pulled from Enviromedica website or other internet sources, unless specifically directed in writing by Enviromedica.
Customer agrees to use the symbols ™ and ©, as appropriate, when displaying the Trademarks, which is intended to indicate Enviromedica’s ownership of the Trademarks and shall not be construed as a claim to ownership by Customer.
Any use of the Trademarks by Customer in accordance with this Agreement shall inure to the benefit of Enviromedica. The Trademarks are solely and exclusively the property of Enviromedica. Customer shall not have any ownership right, title, or interest, express or implied, in the Trademarks. Customer shall not use the Trademarks except in a form, context, and location that is acceptable to Enviromedica. Enviromedica may review Customer’s Web site at any time and reserves the right to require Customer to make changes to it based upon use of any intellectual property owned or controlled by Enviromedica, even if Enviromedica has previously approved or accepted Customer’s Web site or the material displayed thereon. Enviromedica may require Customer to make changes to Customer’s Web site at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Enviromedica policies.
The Enviromedica logo may be used only in the special form supplied by Enviromedica for use on the Internet; neither the file, the file name, nor the name of the image may be changed or modified from the original form supplied by Enviromedica. It may be accompanied by a statement indicating “I (We) proudly offer Enviromedica products.” No other statements may be affiliated with use of the logo.
8. Disease Claims
In an effort to protect you and us from potential legal liability due to the clear requirements of the Food and Drug Administration with regard to disease claims being associated with dietary supplements and cosmetics, Enviromedica products may not be displayed or mentioned on any owned or managed internet property (“Internet Property”) within two clicks of any disease claims. Enviromedica may review Customer’s Internet Properties at any time and reserves the right to require Customer to make changes based upon use of any intellectual property owned or controlled by Enviromedica in association with any disease claims, even if Enviromedica has previously approved or accepted Customer’s Internet Properties or the material displayed thereon. Enviromedica may require Customer to make changes to Customer’s Internet Properties at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Enviromedica policies.
Both parties understand and acknowledge that, by virtue of this agreement, they may both receive or become aware of information belonging or relating to the other party, its business, Business Plans, affairs or activities, which information is confidential and proprietary to the other party and/or its Enviromedica’s and/or customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”).
In consideration of such Confidential Information being disclosed or otherwise made available to either party for the purposes of the performance of this agreement, each party undertakes that it will not at any time, either before or after the termination of the present agreement, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such confidential information:
- Is publicly known at the time of its disclosure or being made available to it;
- After such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this provision;
- Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the party in question, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.
Upon the earlier of a request from the other party or the termination of this agreement, each party shall return to the other or destroy all documents or records in any medium or format containing any Confidential Information which are in its possession or control and shall not retain any copies of them.
These provisions shall continue without limit of time, notwithstanding the termination of this agreement for any reason.
10. Violations of Reseller Agreement
If Enviromedica determines, to its sole satisfaction, that a Customer has taken any action that violates this Reseller Agreement or in any way fails to preserve Enviromedica’s commitment to quality, the Customer will receive ten (10) days advance written notice from Enviromedica that they are in violation of the Enviromedica Reseller Agreement and therefore will no longer be able to purchase Enviromedica products after the end of the ten (10) day notice period.
After the notice period, said Customer will no longer be able to purchase Enviromedica products and Customer will no longer be authorized to use the Trademarks on Customer’s website or in any other manner on the Internet. Resellers that correct their website to bring it into compliance with these Internet Regulations should promptly notify Enviromedica. Enviromedica will then review Customer’s website and/or sales practices.
If Enviromedica determines Customer has brought his practices into compliance with this Agreement, Customer’s account will be reactivated so Customer may purchase the Enviromedica products and use the Trademarks on Customer’s website in accordance with this Agreement.
Enviromedica has adopted zero-tolerance approach to this Agreement. Customer acknowledges that upon any subsequent breach of any provision of this Agreement, Enviromedica may terminate Customer’s account without notice.
11. General warranties
Each party warrants to the other that:
- It has the authority to enter into this Agreement;
- It will at all times during the Term of this agreement comply with the terms of and maintain in force any necessary governmental or other approvals, consents, notifications, registrations or other legal requirements for the performance by that party of its obligations under this agreement.
Enviromedica reserves the right to deny any application. This Agreement is the unilateral will of Enviromedica and this Agreement can be amended at any time. Such amendments will be communicated via mail and/or email to all involved parties.