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This Liquid I.V. Authorized Reseller Policy (the “Reseller Policy”) applies to Authorized Resellers of Liquid I.V. products (the “Products”) in Canada. By purchasing Products from an Authorized Unilever Distributor for retail sale, you (“Reseller,” “you,” or “your”) agree to adhere to the following Reseller Policy. Please read this Reseller Policy carefully. Until such status is otherwise revoked by Unilever Canada in its sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder.
Reseller shall sell the Products only as set forth herein. Reseller shall comply with Unilever’s Responsible Business Partner Policy Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Liquid I.V.’s applicable Product warranties or guarantees.
Reseller 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. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an End User. Reseller shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Liquid I.V. or Unilever Canada. This includes sales to wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to resell the Products.
Reseller shall not sell, ship or invoice Products to customers outside of Canada without the prior written consent of Liquid I.V. or Unilever Canada. Reseller shall not sell, ship, invoice, or promote the sale of any Products in Canada that are intended to be sold exclusively outside of Canada without the prior written consent of Liquid I.V. or Unilever Canada.
Reseller shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Liquid I.V. or Unilever Canada, which is granted solely through execution by Liquid I.V. or Unilever Canada of the Authorized Online Seller Agreement. Execution by Liquid I.V. or Unilever Canada of the Authorized Online Seller Agreement constitutes the only means of providing consent to sell the Products online on publicly accessible websites. No Liquid I.V. or Unilever Canada employee or agent can authorize online sales through oral statements, other written agreement, or by any other means. The terms of this Reseller Policy supersede any prior agreement between Liquid I.V. or Unilever Canada and Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by Liquid I.V. or Unilever Canada to sell the Products online is hereby revoked.
Reseller shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of the Products or other products, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by Liquid I.V. or Unilever Canada. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. Further, Reseller shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations are not permitted. 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 prohibited. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Liquid I.V. products together with the Products in a manner that would create the impression that the non-Liquid I.V. products are made by, endorsed by, or associated with Liquid I.V. or Unilever Canada.
Reseller and Reseller’s sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise End Users on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Reseller shall be 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. Reseller and 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 Liquid I.V. or Unilever Canada. Reseller agrees to cooperate fully with Liquid I.V. and Unilever in any investigation or evaluation of such matters.
Reseller shall care for the Products as set forth herein.
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 adhere to any additional storage or handling guidelines specified by Liquid I.V. and/or Unilever Canada from time to time.
Promptly upon receipt of the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, “Defects”). If any Defect is identified, Reseller must not offer the Product for sale, and must promptly report the Defect to Unilever Canada at gtmqcanada@Unilever.onmicrosoft.com and breanne.patchell@unilever.com. Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Reseller shall not sell any Products that are expired.
To ensure the safety and well-being of the End Users of the Products, Reseller shall cooperate with Liquid I.V. and Unilever Canada with respect to any Product recall or other consumer safety information dissemination effort. Should Reseller learn of any incident that could reflect or indicate a safety concern associated with any Product, Reseller shall promptly report the incident or other information learned to Unilever Canada at gtmqcanada@Unilever.onmicrosoft.com and breanne.patchell@unilever.com.
Except as expressly set forth in the warranty section of the documents accompanying the products or in product literature furnished by liquid i.V. And/or unilever canada containing product warranties, as in effect from time to time (the “statement of warranty”) or as required by applicable law, neither liquid i.V. Nor unilever canada make representation or warranty to reseller of any nature or kind regarding the products. Liquid i.V. And unilever canada disclaim all other warranties to reseller, 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. Liquid i.V. And unilever canada’s sole obligation and liability to reseller 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. Neither liquid i.V. Nor unilever canada shall be liable to reseller under any circumstances for special, indirect, incidental, punitive, or consequential damages, loss of sales, or loss of profits.
Reseller acknowledges and agrees that Liquid I.V., Unilever Canada and its affiliates are the Canadian licensees of or own all proprietary rights in and to the Liquid I.V. and Unilever brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (collectively, the “Liquid I.V. IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Liquid I.V. IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. Liquid I.V. and Unilever Canada reserve the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Liquid I.V. IP at any time, without limitation. All goodwill arising from Reseller’s use of the Liquid I.V. IP shall inure solely to the benefit of Liquid I.V. and Unilever Canada or to the owner of the respective Liquid I.V. IP at issue.
In addition to all other available remedies, if Reseller violates this Reseller Policy, Liquid I.V. and Unilever Canada reserve the right to terminate Reseller’s status as an Authorized Reseller through written or electronic notice to Reseller. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Liquid I.V. or Unilever Canada Products or has any affiliation whatsoever with Liquid I.V. or Unilever Canada; and (iii) using all Liquid I.V. IP.
Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 1 (Manner of Sale), 2 (Product Care and Quality Controls), 4 (Intellectual Property), or 5 (Termination) of this Reseller Policy, it is agreed and understood that Unilever Canada and Liquid I.V. will have no adequate remedy in money or other damages at law. Accordingly, Unilever Canada and Liquid I.V. shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Reseller Policy 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 this Reseller Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Unilever Canada or Liquid I.V. to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit the rights of Unilever Canada or Liquid I.V. to fully enforce any or all provisions and parts thereof.
Unilever Canada and Liquid I.V. reserve the right to audit and/or monitor Reseller’s activities for compliance with this Reseller Policy, including, but not limited to, inspection of Reseller’s facilities and records concerning the Products.
Unilever Canada and Liquid I.V. reserve the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Liquid I.V. IP, or use of any other information or materials provided by Unilever Canada or Liquid I.V. to Reseller will be deemed Reseller’s acceptance of the amendments. If any provision of this Reseller Policy is held contrary to law, the remaining provisions shall remain valid. This Reseller Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario, without regard to its choice of law rules. In the event of a dispute over the terms or performance under this Reseller Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or provincial courts in Toronto, Ontario.
