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Authorized Distributor Policy
Authorized Distributor Policy This Authorized Distributor Policy (the “Policy”) governs Darex, LLC’s (“Darex”, “we” or “us”) authorization of You as an authorized distributor of Darex products (the “Products”). 1. Authorized Distributor Status. Subject to Your adherence to these terms and conditions and written approval by Darex, Darex authorizes you to be an authorized distributor of the Products (“Darex Authorized Distributor”) within the Territory (defined below). As a Darex Authorized Distributor, you may represent yourself to customers and prospective customers as a Darex Authorized Distributor. You may also qualify for certain Darex benefits, including, but not limited to, promotions, information, materials, services, and/or original manufacturer’s warranties. Darex has the right, at any time and for any reason, to terminate Your status as a Darex Authorized Distributor and to terminate any associated benefits. 2. Sales to Authorized Resellers. You may only sell Products to Darex Authorized Resellers. A “Darex Authorized Reseller” is an individual or business entity authorized by Darex that: (i) purchases and resells Products as part of a commercial enterprise; (ii) has received and adheres to the Darex Authorized Reseller Policy; (iii) has not had its status as a Darex Authorized Reseller terminated by Darex. Darex may authorize and terminate Darex Authorized Resellers in its sole discretion, for any reason. Click here to read the Darex Authorized Reseller Policy. 3. Sales Territory. You may only offer, advertise, and sell Products intended by Darex for sale in the United States in the United States and Products intended by Darex for sale in Canada in Canada (“Territory”). You must refer all inquiries regarding prospective purchasers outside of the Territory to Darex. You may not offer or sell Products to any purchaser who has the intent to offer or sell Products outside of the Territory. 4. Unauthorized Sales. You may not offer or sell Products to unauthorized resellers or end user consumers. Except as expressly authorized in writing by Darex, You may not offer, advertise, or sell Products through Internet sites or marketplaces, including, but not limited to, Amazon.com, Alibaba.com, Wish.com, Walmart.com, social media, and/or social media forums. Effective May 21, 2020 2 Products sold to unauthorized purchasers and Products sold through unauthorized channels may not be eligible for certain Darex benefits, including, for example, promotions and original manufacturer warranties. If You become aware, or reasonably suspect, any purchaser is purchasing and reselling or distributing Products in a manner not authorized by Darex, You must immediately notify Darex in writing by sending an email to consumersales@darex.com; and, if applicable, immediately cease selling to such purchaser and take such other action as reasonably required by Darex. 5. Product Sourcing and Annual Minimum Purchase. You may only purchase Products from Darex or suppliers expressly approved by Darex in writing. You must purchase a minimum of $5,000 of Products per calendar year to maintain Your status as a Darex Authorized Distributor. If You become aware, or reasonably suspect, You are purchasing Products from an unauthorized supplier, You must immediately notify Darex in writing by sending an email to sales@darex.com; and if applicable, immediately cease purchasing from such supplier, and take such other action as reasonably required by Darex. 6. Quality Control Measures. To protect Darex’s goodwill and ensure Product quality, Product authenticity, and a positive customer experience: • You must inspect Product shipments upon receipt and during storage for damage, defect, evidence of tampering, or another non-conformance. If you identify any defect, You must not offer the Product for sale and must report the defect to Darex at consumersales@darex.com. • You must store Products in accordance with storage guidelines specified by Darex. • You must sell Products in their original packaging. • You must not relabel, physically repack (including physical separation of bundled products or the physical bundling of products), or alter or modify any Product or Product packaging. • You must not virtually bundle any Product without express prior written approval of Darex. • You must not tamper with, deface, or alter serial numbers, batch or lot codes, UPC codes, or any other identifying information on Products or their packaging. • You must not remove, translate, or modify the contents of any label or literature on or accompanying the Product. • You must cooperate with Darex in any recall of Products or other consumer safety communications • You must convey policy updates and other information for the Products to Your Effective May 21, 2020 3 customers upon request by Darex. 7. Information and Reports. You must maintain accurate and up-to-date information regarding your adherence to this Policy. You must provide reports or other information Darex may request with respect to a particular Product to determine and/or verify your purchase date of the Product, the location where the Product was purchased, the location where the Product was stored, where the Product was sold, the identity of a purchaser of the Product, and the dates on which You sold or shipped the Product to the purchaser. If any significant quantity of Products You purchase are lost or stolen, You must promptly report such event to Darex. You must provide Darex with any supplemental information, documents, and reports that Darex may request in order to validate Your adherence to this Policy and to support Darex’s customer support efforts. 8. Customer Service. Your sales personnel must be trained to accurately describe, demonstrate, and sell each Product kept in your inventory. You must present Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Darex. 9. Product Warranty. Darex may extend an original manufacturer’s warranty to authorized purchasers of certain Products. You may not modify or alter this original manufacturer’s warranty, represent, or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Unauthorized sales of the Products under this Policy void any otherwise applicable original manufacturer’s warranty of the Products. For additional information on Darex’s original manufacturer’s warranty and eligibility requirements, email consumersales@darex.com or call 800-418-1439. With exception of its original manufacturer’s warranty (if any), DAREX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. DAREX SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. 10. Compliance with Applicable Laws. You must comply with all applicable laws, rules, regulations, and policies related to advertising, sales, and marketing of the Products. 11. Minimum Advertised Price (MAP) Policy. Darex has a MAP policy that applies to all Darex Authorized Resellers within the United States (“Darex MAP Policy”). This paragraph is Effective May 21, 2020 4 intended to inform You of the Darex MAP Policy. You must not sell to any purchaser You know or reasonably should know is violating the Darex MAP PolicyClick here to read the Darex MAP Policy. 12. Darex Brand Materials. Darex owns all proprietary rights in and to trademarks, service marks, trade dress, copyrights, and other intellectual property rights associated with Darex and the Products (collectively the “Darex Brand Materials”). Darex has a brand policy that governs Your use of the Darex Brand Materials (“Darex Brand Policy”). This paragraph is intended to inform You of the Darex Brand Policy. You must adhere to the Darex Brand Policy and receive prior written approval from Darex to use the Darex Brand Materials. All goodwill arising from Your use of the Darex Brand Materials shall inure solely to the benefit of Darex. Click here to read the Darex Brand policy. 13. Termination. If You fail to abide by any term or condition of the Policy, Darex may immediately terminate its relationship with you and refuse to sell you Products, Darex may also terminate or suspend Your status as a Darex Authorized Distributor, along with all benefits associated with being a Darex Authorized Distributor. Upon termination, for any reason, You must immediately stop representing Yourself as an Darex Authorized Distributor, disclaim all benefits (including coverage under original manufacturer’s warranties) associated with being a Darex Authorized Distributor, and stop use of and return all information and materials that may give the impression You have any affiliation with Darex. 14. Miscellaneous. Darex reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Your continued use, advertising, offering or sale of Products, use of the Darex Brand Materials, or use of any other information or materials provided by Darex to You as a Darex Authorized Distributor will be deemed Your acceptance of the amendments. This Policy is not intended to prejudice Darex’s rights to pursue alternative or additional measures available to it under the relevant laws. 15. Contact Us. If You have any questions about this Policy, please contact us at: Darex, LLC 210 E. Hersey St Ashland, Oregon 97520 Phone: 800-597-6170 ext. 9508 consumersales@darex.com
