Authorized Reseller Policy

Effective Date: July 1, 2020

Note: Carlson is not accepting any new Amazon resellers at this time.

J.R. Carlson Laboratories, Inc. (“Carlson”) hereby issues this Authorized Reseller Policy (“Reseller Policy”), which is effective July 1, 2020 and applies to Authorized Resellers of Carlson products (“Carlson Products” or “Products”) in the United States. Resellers of Carlson Products that purchase Products for retail sale from either an Authorized Carlson Distributor or directly from Carlson are required to adhere to the following terms.

           

Any retailer that desires to sell any of Carlson Products (“Retailer”) must complete the Carlson Authorized Reseller Application, obtain written approval from Carlson to be considered an “Authorized Reseller” hereunder. Upon approval, Carlson will notify and provide the Authorized Reseller with certification confirming the parameters of the authorization. Carlson will periodically review the activities of each Authorized Reseller to confirm compliance with this Authorized Reseller Policy. By accepting certification as an Authorized Reseller, a Retailer agrees to cooperate with any investigation by Carlson, including, but not limited to, permitting Carlson to inspect the Retailer’s facility and records related to the sale of Carlson Products. Any Carlson Authorized Reseller that receives authorization to sell Products online must also execute the Carlson Authorized Online Reseller Agreement.

 

  1. Agreement to Serve as an Authorized Reseller. By executing and returning the “Authorized Reseller Certification Notice,” a Carlson Authorized Reseller agrees to abide by all terms of this Policy and any future amendments that may be authorized by Carlson, in its sole discretion. No Retailer shall be authorized to resell Carlson Products without executing the Authorized Reseller Certification Notice.

 

  1. Authorized Resellers shall be authorized to promote, sell, ship, and invoice Carlson Products solely in the United States. Authorized Resellers shall not promote, sell, ship, or invoice any Carlson Products outside of the United States without Carlson’s approval in writing.

 

  1. Sale to Resellers Prohibited. Authorized Resellers are authorized to sell Products only directly to purchasers who are the ultimate or end consumer of the Products. Sale to any retailer or entity that the Authorized Reseller knows or has reason to believe intends to resell the Products to any third-party is strictly prohibited. Authorized Reseller shall not sell or transfer Products to any person or entity Authorized Reseller knows or has reason to know intends to resell the Products. Selling or transferring a quantity of Products greater than that typically purchased for personal use to any individual or entity shall be a violation of this Reseller Policy.

 

  1. Internet Sales. No Retailer or Authorized Reseller will be authorized to advertise or sell Products on or through any website, online marketplace (including, but not limited to, Amazon), mobile application, or other online forum without the prior written consent of Carlson, which is granted solely through the Carlson Authorized Online Reseller Agreement. The terms of this Reseller Policy supersede any prior agreement between Carlson and any Retailer or Authorized Reseller regarding the sale of Carlson Products on or through any internet medium, including websites, mobile applications, and other online forums. Any authorization previously granted to any Retailer or Authorized Reseller by Carlson to sell Products online is hereby revoked.

 

  1. Standards of Sale. Any Retailer or Authorized Reseller that engages in any deceptive, misleading, or unethical practices or advertising at any time may be barred from purchasing or selling Carlson Products. Authorized Resellers are prohibited from making any warranties or representations concerning the Products except as expressly authorized by Carlson. Authorized Resellers must, at all times, comply with all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Authorized Resellers will, at all times, represent Carlson Products in a professional manner. Authorized Resellers are responsible for obtaining and keeping current on all licenses or other filings related to doing business. Any violation of law or other conduct that Carlson, in its sole discretion, deems to be detrimental to the reputation of Carlson or the Carlson brand may be cause for immediate removal of the Authorized Reseller designation.

 

  1. Quality Assurances.

 

    • Authorized Resellers must comply with all Carlson guidelines regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on labels for Products. Authorized Resellers must store Products in a cool, dry place, away from direct sunlight. To ensure freshness, older inventory should be sold before newer inventory of the same Products.
    • Authorized Resellers are required to be knowledgeable about features for Products and to advise customers on use of the Products, as well as any applicable warranty, guarantee, or return policy. Authorized Resellers must respond to customer questions and concerns promptly, professionally, and caringly.
    • Products must be sold in its original packaging without removal or modification of any Products, label, or literature on or accompanying the Products. Altering or diluting the Products, relabeling, repackaging (including the separation of bundled Products or the bundling of Products), or other alterations are prohibited. 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 further prohibited.
    • Products that has been returned opened or repackaged may not be resold.
    • Products and packaging must be inspected for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”) promptly upon receipt. If any Defect is identified, the Products may not be offered for sale and the Defect must promptly be reported to Carlson.
    • Inventory must be inspected regularly for (i) non-current packaging, (ii) discontinued Products, (iii) expired Products, or (iv) Products within ninety (90) days of expiration (collectively, “Expired Product”) and Authorized Reseller shall remove Expired Product from its inventory. Expired Product may not be sold and must be destroyed or disposed of in accordance with Carlson instructions.
    • Authorized Resellers must cooperate with Carlson in efforts to track Products, recall Products, and disseminate safety information.
    • Customer complaints or adverse claims regarding any Products must immediately be reported to Carlson. Authorized Resellers are required to assist Carlson in investigating any such complaints or adverse claims.

 

  1. Intellectual Property. Carlson is the sole owner of all proprietary rights in and to the Carlson trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Intellectual Property”). Authorized Resellers are granted a limited, non-exclusive, non-transferable, revocable license to use the Intellectual Property solely for purposes of marketing and selling the Products as set forth herein. All goodwill arising from an Authorized Reseller’s use of the Intellectual Property shall inure solely to the benefit of Carlson. Use of the Intellectual Property shall be in accordance with any brand guidelines issued by Carlson. Carlson reserves the right, in its sole discretion, to alter Intellectual Property, review, and approve an Authorized Reseller’s use of the Intellectual Property without limitation. This limited license will immediately be terminated upon termination of Retailer’s status as an Authorized Reseller.

 

  1. Carlson reserves the right to terminate an Authorized Reseller’s status upon any violation of this Authorized Reseller Policy, or in its sole discretion at any time. Carlson may terminate an Authorized Reseller’s status immediately upon written or electronic notice. Upon termination of an Authorized Reseller’s status, the Retailer must immediately cease (i) selling the Products; (ii) using the Intellectual Property; and (iii) engaging in any activity that may reasonably give the impression that Retailer is a Carlson Authorized Reseller.

 

  1. Unless prior written consent of Carlson is received, Authorized Resellers are required to maintain Carlson’s proprietary information, including the Authorized Reseller Policy, and all other Authorized Reseller Documents, as confidential information that will not be used for any purpose other than the authorized advertising and sale of Products.

 

  1. Policy Updates. Carlson reserves the right to update, amend, or modify its Authorized Reseller Policy at any time. Authorized Resellers will be provided with thirty (30) days of advance notice prior to an amendment’s effective date, unless otherwise required by law. An Authorized Reseller’s continued use, advertising, listing for sale, or sale of the Products, use of the Intellectual Property, or use of any other information or materials provided by Carlson to the Authorized Reseller will be deemed acceptance of the amendment.