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.
- 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.
- 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.
- (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.
(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.
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.
(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.
(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.