Purchase Terms And Conditions

Healist Naturals ("Healist Naturals") has implemented these Healist Naturals Authorized Retailer Purchase Terms and Conditions ("Terms"), which apply to retailers of Healist Naturals products ("Products") in the United States ofAmerica. By purchasing Products from Healist Naturals for retail sale, you (hereinafter "Retailer," "you," or "your") agree to adhere to the following terms. Please read these terms carefully. Until such status is otherwise revoked by Healist Naturals in Healist Naturals sole and absolute discretion, Retailer shall be considered an "Authorized Retailer" here under.

  1. Purchase Orders and Products. Orders for Products ("Purchase Orders") made by Retailer shall be handled pursuant to Healist Naturals' then-current product order, shipment, and return procedures, which may be amended by Healist Naturals at any time in its sole and absolute discretion. Healist Naturals reserves the right to reject any Purchase Order, in whole or in part, for any reason. Healist Naturals reserves the right, at any time in its sole and absolute discretion and without any obligation, liability or advance notice to Retailer, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to or delete existing Products from its product lines.
  2. Manner of Sale. Retailer shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Healist Naturals' Product warranties or guarantees.
    1. (a) Authorized Customers. Retailer shall sell Products solely to End Users of the Products. An "End User" is any purchaser of the Product(s) who is the ultimate consumer of the Product and who does not intend to resell the Product to a third party. 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 or transfer any of the Products to any person or entity for resale without the prior written consent of Healist Naturals. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, or any other person or entity Retailer knows or has reason to know intends to resell the Products.
(b) Geographic Location of Sales. Retailer shall not sell, ship, or invoice Products to customers outside ofthe United States ofAmerica without the prior written consent of Healist Naturals.
(c) Online Sales. 
(i) Retailer is permitted to market for sale or sell the Products on the Internet through Permissible Websites. A "Permissible Website" is a website that (i) is operated by Retailer in Retailer's legal name; (ii) conspicuously states Retailer's full legal name, mailing address, telephone number, and email address; (iii) does not give the appearance that it is operated by Healist Naturals or any third party; and (iv) does not include in its domain name (including any top-level domain or subdomain) any Healist Naturals product name or any trademark owned by or licensed to Healist Naturals, nor a misspelling of any Healist Naturals product name or any trademark owned by or licensed to Healist Naturals reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Websites, and Retailer must cease all such marketing and sales on the Permissible Websites immediately upon notice of such termination. Retailer shall not market or offer for sale the Products on or through any publicly accessible website other than a Permissible Website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Healist Naturals. Execution by Healist Naturals of the Authorized Online Seller Agreement constitutes the only means of providing consent to sell the Products online on other publicly accessible websites. No Healist Naturals employee or agent can authorize such online sales through oral statements, other written agreement, or by any other means. The terms of this Retailer Policy supersede any prior agreement between Healist Naturals and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by Healist Naturals to sell the Products online is hereby revoked.
(ii) With respect to sales of Products through the Permissible Websites, Retailer shall be responsible for all fulfillment to its customers, any applicable taxes associated with such individuals' purchases of Products, and any returns of Products. Retailer agrees not to use any third-party fulfillment service to store inventory or fulfill orders for the Products unless separately authorized by Healist Naturals in writing. Further, Retailer agrees not to represent or advertise any product as "new" that has been returned or repackaged.
(iii) By selling Products through a Permissible Website, Retailer represents and warrants that the Permissible Websites are and will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards, including, but not limited to, the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 (at the AA level, or, in the absence of a AA level standard, at the A level) and the Payment Card Industry Data Security Standard ("PCI DSS"). Retailer further represents and warrants that it maintains detailed privacy policies and is, and will remain, in compliance with its privacy policies and the requirements of any contract to which Retailer is a party. Further, Retailer represents and warrants that it has implemented and maintains written information security guidelines, which will include physical, administrative and technological controls designed to prevent the unauthorized access to, disclosure, destruction or loss of personally identifying information.
(iv) In marketing the Products on the Permissible Websites, Retailer shall only use images of Products either supplied by or authorized by Healist Naturals and shall keep all Product descriptions up to date. Retailer's use of the Healist Naturals IP (as hereinafter defined) on the Permissible Websites shall be in conformance with any guidelines that may be provided by Healist Naturals and must be commercially reasonable as to the size, placement, and other manners of use.
(d) Sales Practices and Inventory. Retailer shall support Healist Naturals sales programs and use best efforts to advertise, promote, market and sell the Products to its authorized customers and, as applicable, meet or exceed minimum sales commitments. Retailer shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Healist Naturals Products or other products, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by Healist Naturals. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. Further, Retailer shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
(e) Product Packaging and Display. Retailer 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. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not advertise, market, display, or demonstrate non­ Healist Naturals products together with the Products in a manner that would create the impression that the non-Healist Naturals products are made by, endorsed by, or associated with Healist Naturals.
(f) Customer Service. Retailer and Retailer's sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise End Users on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Retailer shall 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. 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 Healist Naturals. Retailer agrees to cooperate fully with Healist Naturals in any investigation or evaluation of such matters.
3. Product Care and Quality Controls. Retailer shall care for the Products as set forth herein.

(a) 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 fully comply with any and all instructions provided by Healist Naturals regarding any aspect of the Products, including, but not limited to, storage, handling, shipping, and disposal.
(b) Product Inspection. Promptly upon receipt of the Products, Retailer shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, "Defects"). Retailer shall 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 Defect is identified, Retailer must not offer the Product for sale, and must promptly report the Defect to Healist Naturals at (888) 697-8770.
(c) Recalls and Consumer Safety. To ensure the safety and well-being of the End Users of the Products, Retailer shall cooperate with Healist Naturals with respect to any Product recall or other consumer safety information dissemination effort. Should Retailer learn of any incident that could reflect or indicate a safety concern associated with any Product, Retailer shall promptly report the incident or other information learned to Healist Naturals at (888) 697-8770.

4. Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY Healist Naturals CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE "STATEMENT OF WARRANTY"), Healist Naturals MAKES NO REPRESENTATION OR WARRANTY TO RETAILER OF ANY NATURE OR KIND REGARDING THE PRODUCTS. Healist Naturals DISCLAIMS ALL OTHER WARRANTIES TO RETAILER, EXPRESS OR IMPLIED, INCLUDING , WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING , CUSTOM OF TRADE OR OTHERWISE. Healist Naturals SOLE OBLIGATION AND LIABILITY TO RETAILER IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPAIR OR REPLACE THE RELEVANT PRODUCT AT ITS COST.

5. Intellectual Property. Reseller acknowledges that Healist Naturals owns all proprietary rights in and to the Healist Naturals brands, names, logos, trademarks, service marks, trade dress, copyrights, and Healist Naturals other intellectual property related to the Products (the "Healist Naturals IP"). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Healist Naturals IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease immediately upon termination of Retailer's status as an Authorized Retailer. Healist Naturals reserves the right to review and approve, in its sole discretion, Retailer's use or intended use of the Healist Naturals IP at any time, without limitation.

6. Termination. In addition to all other available remedies, If Retailer breaches any of the Terms, Healist Naturals 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 of Healist Naturals Products or has any affiliation whatsoever with Healist Naturals; and (iii) using all Healist Naturals IP.

7. Indemnification. Except as otherwise provided herein, each Party shall, and hereby does, indemnify, defend, save and hold harmless, the other Party, and its directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Terms by the indemnifying Party, or (b) the negligence or willful misconduct of the indemnifying Party or its officers, employees, agents or contractors.

8. Limitation of Liability. Healist Naturals SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. Healist Naturals AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTH ERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RETAILER TO Healist Naturals DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WH TEHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETH ER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

9. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 2 (Manner of Sale), 3 (Product Care and Quality Controls), 5 (Intellectual Property), or 6 (Termination) of the Terms, it is agreed and understood that Healist Naturals will have no adequate remedy in money or other damages at law. Accordingly, Healist Naturals 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 Healist Naturals to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer's obligations herein shall constitute a waiver of any provision herein or otherwise limit Healist Naturals right to fully enforce any oral provisions and parts thereof.

10. Audit. Healist Naturals 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.

11. Miscellaneous.
(a) Modifications. Healist Naturals 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 Healist Naturals IP, or use of any other information or materials provided by Healist Naturals to Retailer under the Terms following notice of the amendments will be deemed Retailer's acceptance of the amendments.

(b) Waiver. No waiver of any breach of any provision of theT erms 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.

(c) Retailer Contact Information. Retailer agrees to maintain accurate and up-to-date company information and to promptly notify Healist Naturals of any change to its telephone number, mailing address, or email address.
    (d) Force Majeure. Healist Naturals shall not be deemed to be in breach hereof or liable to Retailer in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Healist Naturals control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Healist Naturals suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
    (e) Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
    (f) Survival. The following provisions shall survive the termination of the Terms: Section 5 (Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing Law and Venue); and Section 11 (h) (Waiver of Jury Trial).
    (g) Governing Law and Venue. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Kansas, 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 Shawnee County, Kansas.

      (h) Waiver of Jury Trial. 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.

      12. MAP Policy. Healist Naturals has a unilateral Healist Naturals Minimum Advertised Price Policy ("MAP Policy") that applies to all authorized retailers of Healist Naturals Products located in the United States of America. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for this agreement between you and Healist Naturals, and does not separately constitute an agreement between you and Healist Naturals regarding the price you will charge your customers for the Products. Healist Naturals does not seek, nor will it accept, from Retailer any assurance of compliance with the MAP Policy.