Vendor Terms & Conditions
AUTHORIZED “ONLINE RESELLER” POLICY
We recognize that our success is tied to the success of our network of select authorized dealers. We also know that many of our dealers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our dealer’s service and support efforts. As a result, we have unilaterally established this “Authorized Marketplace Reseller” Policy and a Minimum Advertised Price (“MAP”) Policy that any and all “Authorized Marketplace Reseller(s)” must sign and agree to.
To qualify as and remain as a Betterbrand, “Authorized Marketplace Reseller”, Reseller’s must adhere to this “Authorized Marketplace Reseller” Policy at all times.
Orders for Products made by Retailer / reseller shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by The Better Brand, Inc. at any time in its sole and absolute discretion. The Better Brand, Inc. reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer / reseller (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 The Better Brand, Inc. . Furthermore, The Better Brand, Inc. 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 / reseller in connection with the Products or any sale thereof.
Manner of Sale
Retailer / reseller shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in the retailer / / reseller’s immediate account termination 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 The Better Brand, Inc. Product warranties and guarantees.
o Retailer / reseller shall sell Products solely to end users of the Products. Retailer / reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.
o Retailer / reseller shall not sell, ship or invoice Products to customers outside of the United States or to anyone Retailer / reseller knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of The Better Brand, Inc.
o Retailer / reseller is permitted to market for sale or sell the Products through websites owned or operated by Retailer / reseller, or approved by The Better Brand, Inc. , provided however, that such websites identify Retailer / reseller’s full legal name, mailing address, telephone number, email address and current (store name, seller name, or any other identifier) as a seller on third party marketplace websites.. The Better Brand, Inc. , in its sole discretion, may revoke Retailer / reseller’s authorization to sell the Products on such websites at any time, and Retailer / reseller shall cease marketing for sale and/or selling the Products on such websites immediately upon notice of such revocation. Retailer / reseller 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, Sears Marketplace, drop-ship accounts, classified sites, direct message forums, or through social media accounts like Facebook, Twitter, Instagram, etc). without the prior written consent of The Better Brand, Inc. and granted solely through execution by The Better Brand, Inc. of this Authorized Online Seller Agreement.
o Retailer / reseller can only sell on approved third party marketplace websites as stipulated on an account by account basis and approved in writing by an officer of The Better Brand, Inc.
o Retailer / reseller shall ensure PCI (payment card industry) compliance for all approved commerce-enabled websites owned, operated or controlled by Retailer / reseller selling The Better Brand, Inc. products.
o Retailer / reseller shall comply with any and all applicable laws, rules, regulations and The Better Brand, Inc. policies related to the advertising, sale and marketing of the Products.
Product Care & Quality Controls. Retailer / reseller shall care for the Products as set forth herein.
o Product Inspection. Retailer / reseller shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). Retailer / reseller shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer / reseller shall not sell any Products that are expired. If any Defects are identified, Retailer / reseller must not offer the Product for sale and must promptly report the Defects to The Better Brand, Inc.
o Product Storage and Handling. Retailer / reseller 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 The Better Brand, Inc. from time to time.
o Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer / reseller shall cooperate with The Better Brand, Inc. with respect to any Product recall or other consumer safety information dissemination effort.
o Alterations & Bundling Prohibited. Retailer / reseller shall sell Products in their original packaging, with all seals intact. Retailer / reseller 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 / reseller shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packing. Retailer / reseller 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 / reseller shall not advertise, market, display, or demonstrate non-The Better Brand, Inc. products together with the Products in a manner that would create the impression that the non-The Better Brand, Inc. products are made by, endorsed by, or associated with The Better Brand, Inc. .
o Customer Service & Product Representations. Retailer / reseller and Retailer / reseller’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 / reseller 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 / reseller and Retailer / reseller’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 The Better Brand, Inc. Retailer / reseller agrees to cooperate fully with The Better Brand, Inc. in any investigation or evaluation of such matters.
The Better Brand, Inc. reserves the right to audit and/or monitor Retailer / reseller’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer / reseller’s facilities and records concerning the Products.
The Better Brand, Inc. owns all proprietary rights in and to the The Better Brand, Inc. brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Retailer / reseller 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 / reseller’s status as an Authorized Retailer / reseller. The Better Brand, Inc. reserves the right to review and approve, in its sole discretion, Retailer / reseller’s use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer / reseller’s use of the IP shall inure solely to the benefit of The Better Brand, Inc. .
If Retailer / reseller violates any of the Terms, The Better Brand, Inc. reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Retailer / reseller will immediately lose its status as an Authorized Retailer / reseller and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer / reseller is an Authorized Retailer / reseller or has any affiliation with The Better Brand, Inc. ; 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 The Better Brand, Inc. will have no adequate remedy in money or other damages at law. Accordingly, The Better Brand, Inc. 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 The Better Brand, Inc. to exercise any right(s) herein shall constitute a waiver of any provision herein.
MAP Policy. The Better Brand, Inc. has a Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailer / resellers. 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 The Better Brand, Inc. and does not separately constitute an agreement between you and The Better Brand, Inc. regarding the price you will charge your customers for the Products. The Better Brand, Inc. does not seek, nor will it accept, from Retailer / reseller any assurance of compliance with the MAP Policy. The Better Brand, Inc. , in its sole discretion, reserves the right to discontinue doing business with any “Retailer / reseller” that advertises any product(s) below The Better Brand, Inc. ’s (MAP), Minimum Advertised Price as provided by The Better Brand, Inc. .
The Better Brand, Inc. reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer / reseller. Unless otherwise provided, such amendments will take effect immediately and Retailer / reseller’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 The Better Brand, Inc. to Retailer / reseller under the Terms following notice will be deemed Retailer / reseller’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 Delaware, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer / reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Delaware. 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.
Last updated December 2, 2021.