INTERNET RESELLERS POLICY
Effective May 15, 2016
Schoenwetter’s Internet Resellers Policy governs the internet resale of products from Schoenwetter, LLC, a California Limited Liability Company (“Schoenwetter”). Schoenwetter is selling nutritional supplements to healthcare professionals and authorized resellers (“Reseller”). This policy is provided to all new and existing HCP customers and approved resellers as valued customers of Schoenwetter. Schoenwetter believes the guidance of a qualified and approved healthcare professional is essential in order to maximize the effectiveness of our nutritional supplements. In order to maintain our commitment to HCP, Schoenwetter has adopted Internet Resellers Policy requiring all customers reselling Schoenwetter’s brand online to agree to our terms and conditioned mentioned on our Internet Resellers Policy.
I. Minimum Advertised Price (MAP) Policy
Liability. All Products sold through Internet Sales by Reseller shall be listed and sold at or above the Minimum Advertised Price (“MAP”) established by Schoenwetter. Reseller shall be responsible for ensuring that its website(s) are updated promptly in accordance with all MAP changes established by Schoenwetter.
Advertising. From time to time, Schoenwetter may permit resellers to advertise MAP products at prices lower than the MAP price by offering volume discounts, rewards programs, coupons, special offers, and sales promotions. In such events, Schoenwetter reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes. Free shipping and handling do not violate the MAP. Schoenwetter shall have sole and exclusive control in establishing the MAP for its Products, which shall not otherwise not subject to negotiation or modification by Reseller.
Actual Resale Price. MAP provisions do not establish the Reseller’s actual resale price. Reseller is free to set the actual resale price as they deem appropriate. However, Manufacturer’s Suggested Retail Price (MSRP) must be at or above the MSRP as dictated by Schoenwetter retail price sheet.
Websites. All websites owned or maintained by resellers on which Schoenwetter products are sold must be disclosed and registered with Schoenwetter.
Third-Party Websites. Reseller may advertise Schoenwetter's Brand on third-party websites provided, that the consumer is directed to the Reseller’s own authorized website for the final purchase of the Product(s). Schoenwetter prohibits the display of Schoenwetter’s copyrighted material, including but not limited to products, photos, logos, instructional materials, literature, sales brochures or materials on any third-party website without prior written approval from the Company.
Use of Trademarks, Service marks, and Copyrighted Material. Reseller shall not use or affix any trademark of Schoenwetter’s Brand to any product or other material sold or otherwise conveyed to any customer other than through its website consistent with this Policy. Reseller shall indicate the ownership by Schoenwetter of its trademarks, service marks and copyrights by using ©, ™, SM or ®, as applicable, when displaying any product, trademarks, service marks or copyrighted material of Schoenwetter. The trademarks, service marks and copyrighted material of Schoenwetter are and remain the exclusive property of Schoenwetter, and nothing in this Policy shall convey any right, title or interest to Reseller in any trademark, service mark or copyrighted material of Schoenwetter. Reseller shall display on each page of its website that references any Schoenwetter product or material a statement substantially as follows: "This site is not owned, operated, or endorsed by Schoenwetter, LLC”.
Brand Representation. Reseller shall not use Schoenwetter’s name, or any facsimile thereof, or the name(s) of the Products, testing names, designations or trade dress as part of online store, domain, or email names without prior approval from Schoenwetter, or use any of the Company’s corporate, product, or testing names to redirect individuals to any site other than to a website maintained by Schoenwetter.
Revocation of Trademark/Tradename use. Schoenwetter may, in its sole discretion, terminate Reseller’s limited license to use its trademarks, service marks or copyrighted materials at any time upon written notice.
International Restrictions. Products are for distribution in the United States only. Due to international supplement regulations and policies governing such products, and to protect the integrity and rights of our international distributors, products cannot be shipped internationally.
Right to Investigate. Schoenwetter reserves the right to investigate Reseller’s sales procedures, including compliance with MAP pricing and complaints, from end-user customers who have purchased Products through Reseller’s website(s) and/or other resellers of Schoenwetter Products.
Changes to this Policy and Termination. Schoenwetter may, in its sole discretion, revise, amend or terminate this Policy at any time, with or without cause. Reseller shall have no recourse or claim for damages arising out of any amendment or termination of this Policy. Upon Schoenwetter’s termination of this Policy and/or Reseller’s Approved Account, Reseller shall no longer be authorized to use the Schoenwetter trademarks, service marks or copyrighted material on Reseller’s website or in any other manner.
Fronting Prohibition and Ownership Disclosure. Reseller warrants and represents that it is the bona fide purchaser of the Products and the sole beneficiary and obligor relating to terms and conditions of this Policy, and is not otherwise “fronting” the agreement on behalf of any third party. Reseller shall disclose any third party ownership or association of any kind in the Internet Sales process or associated websites relating to the sale or distribution of Schoenwetter.
Compliance with all Laws and Regulations. Reseller shall be solely liable and responsible for complying with all applicable laws and regulations relating to the sale and use of Schoenwetter Products, and agrees to fully indemnify and hold the Company harmless from any and all claims or damages, including the cost of defense, arising out of the sale or distribution, advertising or promotion of the Products by Reseller.
Sanctions. Reseller who violates Schoenwetter’s Corporate Resellers Internet Policy will be notified via phone, email or direct mail by a representative of Schoenwetter and are expected to come into compliance immediately. Schoenwetter reserves the right to suspend or terminate the accounts and halt all sales of our products, direct and/or through distribution of any reseller that owns, operates, participates, or is affiliated with a website or online merchant that violates our policy.
Schoenwetter places great value on the efforts of all authorized resellers to represent our products and support their customers. Our MAP policy is intended to encourage competition for the sale of Schoenwetter products in a manner that is consistent with the long-term interests of our customers. We are sure that you share our commitment to customer satisfaction. Thank you for your prompt attention to this matter, and your continued support for Schoenwetter products.