Authorized Retailer Terms & Conditions
To protect and promote our brand and reputation for providing high-quality products, HealthForce SuperFoods, Inc. (“HealthForce SuperFoods”) has established these Authorized Retailer Terms & Conditions (the “Terms”), effective immediately, which apply to authorized retailers of HealthForce SuperFoods products (the “Products”). By purchasing from HealthForce SuperFoods for retail sale, you (“Retailer”) agree to adhere to the following terms. Please read these Terms carefully.
- Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by HealthForce SuperFoods at any time in its sole and absolute discretion. HealthForce SuperFoods reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by HealthForce SuperFoods. Furthermore, HealthForce SuperFoods will not be bound by any “disclaimers”, “click wrap” or “click to approve” terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof.
- Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in HealthForce SuperFoods’s immediate termination of Retailer’s account, in addition to other remedies. Furthermore, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under HealthForce SuperFoods’ Product warranties and guarantees.
- Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.
- Retailer shall not sell, ship or invoice Products to customers outside of the United States or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of HealthForce SuperFoods.
- Retailer is permitted to market for sale or sell the Products through websites owned or operated by Retailer, provided however, that such websites identify Retailer’s full legal name, mailing address, telephone number and email address. HealthForce SuperFoods, in its sole discretion, may revoke Retailer’s authorization to sell the Products on such websites at any time, and Retailer shall cease marketing for sale and/or selling the Products on such website immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website, including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of HealthForce SuperFoods, which is granted solely through execution by HealthForce SuperFoods of the Authorized Online Seller Agreement. No HealthForce SuperFoods employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
- Retailer shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of the Products.
- Product Care & Quality Controls. Retailer shall care for the Products as set forth herein.
- Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). Retailer shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale and must promptly report the Defects to HealthForce SuperFoods.
- Product Storage and Handling. Retailer shall exercise due care in storing and handling the Products, 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 HealthForce SuperFoods from time to time.
- Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with HealthForce SuperFoods with respect to any Product recall or other consumer safety information dissemination effort.
- Alterations & Bundling Prohibited. Retailer shall sell Products in their original packaging, with all seals intact. Retailer shall not sell or label the Products as “used”, “open box” or any other similar descriptors. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations are not permitted. Retailer shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packing. Retailer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Retailer shall not advertise, market, display, or demonstrate non-HealthForce SuperFoods products together with the Products in a manner that would create the impression that the non-HealthForce SuperFoods products are made by, endorsed by, or associated with HealthForce SuperFoods.
- Customer Service & Product Representations. Retailer and Retailer’s sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Retailer must make itself 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. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of HealthForce SuperFoods. Retailer agrees to cooperate fully with HealthForce SuperFoods in any investigation or evaluation of such matters.
- HealthForce SuperFoods reserves the right to audit and/or monitor Retailer’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer’s facilities and records concerning the Products.
- Intellectual Property. HealthForce SuperFoods owns all proprietary rights in and to the HealthForce SuperFoods brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an Authorized Retailer. HealthForce SuperFoods reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer’s use of the IP shall inure solely to the benefit of HealthForce SuperFoods.
- If Retailer violates any of the Terms, HealthForce SuperFoods reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with HealthForce SuperFoods; and (iii) using any IP.
- Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that HealthForce SuperFoods will have no adequate remedy in money or other damages at law. Accordingly, HealthForce SuperFoods shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms 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 the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by HealthForce SuperFoods to exercise any right(s) herein shall constitute a waiver of any provision herein.
- MAP Policy. HealthForce SuperFoods has a Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailers. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for any part of this agreement between you and HealthForce SuperFoods, and does not separately constitute an agreement between you and HealthForce SuperFoods regarding the price you will charge your customers for the Products. HealthForce SuperFoods does not seek, nor will it accept, from Retailer any assurance of compliance with the MAP Policy.
- HealthForce SuperFoods reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by HealthForce SuperFoods to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in Miami-Dade County, Florida. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3, 4 and 9. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
MINIMUM ADVERTISED PRICE POLICY
Effective Date: October 1, 2017
HealthForce SuperFoods, Inc. has determined that advertising its products at prices below certain levels undermines HealthForce SuperFoods reputation and brand and discourages HealthForce SuperFoods retailers from investing in the growth of HealthForce SuperFoods product lines, generating a sustainable profit margin for retailers and providing the best possible service and support to consumers. Therefore, HealthForce SuperFoods has adopted this Minimum Advertised Price (“MAP”) policy (the “Policy”), which applies to all Advertisements (as defined below) of HealthForce SuperFoods products by all distributors, retailers, dealers and other Retailers of HealthForce SuperFoods products (hereinafter, “Retailers”).
MINIMUM ADVERTISED PRICE
MAP is established solely by HealthForce SuperFoods and will be communicated to all Retailers. The products, Suggested Retail Prices (“SRPs”), and MAP may be changed from time to time at HealthForce SuperFoods sole discretion. If HealthForce SuperFoods changes the MAP on any product, it will provide at least 30 days’ notice to Retailers before such change takes effect.
It is a violation of this Policy for a Retailer to advertise any HealthForce SuperFoods product(s) at a price lower than the published MAP. This policy applies to all advertisements of HealthForce SuperFoods products in any and all media as well as any advertising within brick and mortar retail stores or other selling venues.
The MAP pricing as of the Effective Date is 20% off of SRP.
An advertisement includes any and all promotional or pricing information accessible to consumers via any type of media, marketing, or promotional materials, including, without limitation:
- flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogues, internet or similar electronic media including web sites, email and email solicitations, newsletters, television, radio, public signage, trade shows, billboards; and
- all forms of Internet advertising, including, without limitation, all websites and website pages and banners, social media, emails, blogs, portal sites, and search engines (including but not limited to Google, Google Shopping, Yahoo, etc.) whether or not products are sold from those sites. This includes prices listed in emails, search engines or placement of ads on any other website, including natural or paid search engine listings, shopping sites, marketplaces and auction sites. Internet sites that ask customers to utilize their shopping cart as a way of displaying pricing are in violation of this Policy. At no time may the Retailer make any statement on its website or other sites in connection with any product that indicates or implies that a lower price may be found at the online checkout stage. Moreover, using another company’s website to display a lower price than the MAP and offering a link to your website or to display a lower price than MAP is prohibited.
Direct or indirect attempts to circumvent this Policy will be considered a violation of this Policy. Such attempts may include, but are not limited to:
- The use of any discount, gift card, coupon, giveaway, rebate offer or incentive (whether in the form of a special event, promotion, condition to doing business or otherwise) in any advertising by a Retailer where the cumulative effect is to reduce the advertised price of any product(s).
- Advertisements that bundle or include free or discounted HealthForce SuperFoods products with other products or services (whether or not manufactured by HEALTHFORCE SUPERFOODS) if such bundling has the effect of discounting the advertised price of the HEALTHFORCE SUPERFOODS product below the MAP. In the case of bundles, the advertised price of the bundle must be equal to or greater than the total of the MAP of each product (from HealthForce SuperFoods or from other manufacturers) in such bundle. If other products in the bundle do not have a MAP, then retail prices must be used. Other products may be advertised as giveaways with the purchase of any HealthForce SuperFoods, but the advertised value of such give-away shall not exceed the MAP price for HealthForce SuperFoods plus the MAP or SRP of the other product.
- For multipack offers the MAP of the multipack is the quantity of product in the multipack multiplied by the respective MAP of the products that comprise said multipack.
An “advertisement” shall not include any in-store advertising that is displayed only in the store and not distributed to any customer. In-store displays, point-of-sale signs, hangtags or bar codes or similar marks on products or product packaging that merely states the related product’s price are not considered “advertising.” Discontinued merchandise approved by HealthForce SuperFoods are excluded from the MAP Policy. This MAP Policy does not establish maximum advertised prices. All Retailers may offer products at any price in excess of the respective product MAP.
HealthForce SuperFoods will monitor and review Retailers’ advertisements for violations of this Policy. Violations of the Policy shall be determined by HealthForce SuperFoods in its sole discretion. Retailers have no right to enforce the Policy and HealthForce SuperFoods will not communicate with any Retailer or third party regarding violations of this Policy by others. HealthForce SuperFoods reserves the right to impose the following if HealthForce SuperFoods believes that:
- A Retailer has violated the provisions of this Policy; or
- A Retailer has engaged in any activity that HealthForce SuperFoods determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy.
Specifically, HealthForce SuperFoods will take the following actions, which apply to all Retailers, should a Retailer fail to comply with the Policy:
First Violation: Warning only. Request to abide by Policy within 24 hours. No action taken.
Second Violation: Block Retailer’s account for 30 days after sending notice of the violation.
Third Violation: Cease doing business with Retailer.
However, HealthForce SuperFoods reserves the right to not provide prior notice before taking action under this Policy.
HealthForce SuperFoods reserves the right at any time to modify, suspend, or discontinue this MAP Policy, in whole or in part, or to designate promotional periods during which the terms of the Policy change or are not applicable. HealthForce SuperFoods will provide notice of any such actions to all Retailers. No HealthForce SuperFoods employee or agent is authorized to modify, interpret, or grant exceptions to this Policy for any Retailer. No person has authorization to modify this Policy or to solicit or obtain agreement of any person to this Policy, and any such modification or agreement is invalid. Any questions about this Policy should be submitted in writing and directed to HealthForce SuperFoods.
This Policy does not constitute an agreement between any Retailer or other party and HealthForce SuperFoods. HealthForce SuperFoods is not seeking, and will not accept, any agreement or other assurance of compliance from any Retailer or other party to adhere to this MAP Policy. It is entirely within the discretion of the Retailer whether to comply or not comply. This Policy is non-negotiable and will not be modified for any Retailer. The Policy is not intended to control, influence, determine, limit, or affect in any way the actual prices at which Retailers ultimately sell HealthForce SuperFoods products to its consumers. The Policy is strictly limited to restrictions on advertised prices. Each Retailer remains free to determine its own resale price for HealthForce SuperFoods products.