Reseller Terms and Conditions

Please read these Terms and Conditions carefully.

To protect and promote our brands and reputation for providing high-quality products, Master Supplements, Inc (“MSI) has established these Authorized Vendor Terms and Conditions (the “Terms and Conditions”), effective immediately, which apply to authorized vendors of MSI products as well as subsidiary brands. By purchasing from MSI for retail sale, you, the Vendor, will be deemed an “Authorized Vendor” of MSI’s array products.

As an Authorized Vendor, you hereby agree to comply at all times with MSI’s Terms and Conditions and, as applicable, MSI’s Intellectual Property License Terms and Conditions attached hereto as Exhibit A, MSI’s Minimum Advertising Pricing Policy attached hereto as Exhibit B, and MSI’s Product Handling and Storage Guidelines attached hereto as Exhibit C, each of which may be amended from time to time. 

1. Manner of Sale. Vendor shall sell the products only as set forth herein. Sales in violation of these Terms and Conditions are strictly prohibited and may result in MSI’s immediate termination of Vendor’s account, 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 MSI product warranties and guarantees.
2. Orders. Orders to purchase products (“Purchase Orders”) will be called in, e-mailed, submitted via MSI’s website portal, or faxed to MSI directly. If Vendor is working with a representative of MSI responsible for sales (“Sales Representative”), Purchase Orders may be placed with such Sales Representative. Purchase Orders will be confirmed, modified or rejected by MSI or the Sales Representative, as soon as practical. MSI will seek to communicate to Vendor, at the time of the Purchase Order confirmation, or as soon thereafter as practical, issues with the order including, but not limited to, pricing conflicts or increases, backorders, shipping delays, and others. MSI is not responsible for any delays, non-fulfillment or partial fulfillment of any Purchase Order.MSI reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Vendor (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 MSI. Furthermore, MSI 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 Vendor in connection with the products or any sale thereof.
3. Anti-Diversion. In order to assure continued effective promotion of MSI’s products and to protect against contamination and dilution of MSI’s products, and for other good and valid business reasons, it is the policy of MSI that: (a) Vendor may not sell MSI’s products to any other Vendor, re-seller, diverter, distributor, redistributor or wholesaler; (b) Vendor may not knowingly sell MSI’s products to any party intending to resell MSI’s products; (c) Vendor is authorized only to sell MSI’s products directly to end-user consumers; (d) Vendor may not sell MSI’s products in bulk and MSI reserves the right to fully investigate all suspected violations of the terms of the Vendor Agreement; and (e) Vendor acknowledges full disclosure to MSI of a list of all of its corporate and business names under its control. Vendor acknowledges that multiple accounts with MSI under different names, but under the control of a related or affiliated entity or owner are not permitted and all orders with MSI shall come only from an entity whose name has been disclosed hereunder to MSI. MSI reserves the right to fully investigate all suspected violations of the terms of the Vendor Agreement. MSI reserves the right to refuse to sell its products to any party determined by MSI in its sole discretion to have violated the Vendor Agreement and to take such further action, legal or otherwise, as MSI deems necessary and appropriate.
4. Amazon and Other Third Party Marketplaces. Vendor will not under any circumstances sell MSI’s products to or on Amazon.com or via Amazon Vendor Central, Amazon Vendor Central Express, Fulfillment by Amazon (FBA), Fulfillment by Merchant (FBM), Amazon Seller Fulfilled Prime, or in any other manner which currently exists or may hereafter be developed on the Amazon sales platform (individually and collectively, “Amazon.com”) or on Walmart.com, Jet.com, Rakuten.com, Buy.com, Ebay.com or any other third-party marketplace (collectively, “Third Party Marketplaces”). Vendor is solely responsible for compliance with this restriction by its customers and any business entity to whom Vendor may sell MSI’s products. MSI reserves the right to cease all sales to Vendor if Vendor violates the terms hereof.
5. Invoicing and Payment. Vendor agrees to make all payments due to MSI in a timely manner. For each Purchase Order that MSI receives and confirms: (a) if Vendor uses a credit card, MSI will issue a receipt showing payment in full, or (b) if Vendor has been previously approved for payment on terms MSI will issue a billing statement (“Invoice”). Net 30 terms must be requested in advance from MSI’s Customer Service and are subject to MSI’s prior written approval. If any Invoice is not paid by Vendor within the terms agreed upon, MSI reserves the right to (a) not ship product for subsequent Purchase Orders, (b) terminate its Agreement with Vendor, and (c) charge interest on all overdue and outstanding amounts at the maximum rate allowed by law, and be reimbursed fully for the costs, fees and expenses associated with pursuing any action to collect any such overdue or outstanding amounts.
6. Product Packaging and Shipping Requirements. If Vendor requires any specific packaging and/or shipping requirements other than MSI’s standard recommended shipping as set forth in Exhibit C, Vendor must communicate such requirements to MSI or Sales Representative, as applicable, in writing at the time the Purchase Order is placed. Vendor will be responsible for payment of all costs associated with specific packaging and/or any shipping requirements other than MSI's standard recommended shipping as part of the Purchase Order. Risk of loss passes to Vendor upon shipment of product by MSI.
7. Vendor Returns. If there are any defect, damage, contamination or other problems with any MSI product(s) purchased by Vendor, Vendor must notify MSI within seven (7) business days after receipt of the product(s) at issue. If Vendor does not notify MSI within such seven (7) day period, Vendor will be deemed to have unconditionally accepted such product(s). If Vendor desires to return any product(s) after the foregoing period, MSI may, in its sole discretion, agree to accept such product(s) but all returns to MSI shall be subject to a twenty percent (20%) restocking fee. MSI will not, under any circumstances, issue a refund for expired product(s) or for product(s) purchased by Vendor more than six (6) months prior to Vendor's refund request. Vendor shall be responsible for all costs associated with shipping returned product(s) back to MSI. Refunds, if any, will be issued to Vendor only upon receipt and verification by MSI of all such returned product(s). No credits may be taken by Vendor without the express written consent of MSI.
8. Customer Returns. As an Authorized Vendor hereunder, Vendor shall provide refunds or credits for items returned by Vendor's customers pursuant to a Vendor return policy that is the same or substantially similar to MSI's return policy as set forth on MSI's website (the "Return Policy"). For refunds or credits given by Vendor pursuant to the Return Policy, MSI will provide a refund or credit to Vendor at the price Vendor paid to MSI for such product. For refunds or credits given by Vendor other than pursuant to the Return Policy, MSI reserves the right in its sole discretion to determine whether or not to provide a refund or credit to Vendor and the amount, if any, of such refund or credit to Vendor. Vendor must notify MSI via email or fax immediately regarding any customer return by reason of a claim of product defect or adverse event relating to any consumer’s health.
9. Insurance. Throughout the term of this Agreement, Vendor shall maintain a comprehensive General/Product Liability (occurrence or claims-made) policy for bodily injury and property in an amount and of a scope typical for a similarly situated business as that of Vendor and will provide to MSI a copy of such insurance policy(ies) upon request.
10. Warranties; Limitation of Liabilities; Indemnification. MSI makes no other warranties, express, implied or statutory, with respect to the products sold or otherwise provided to vendor, including without limitation any implied warranty of merchantability, or any implied warranty of fitness for a particular purpose, noninfringement, or any implied warranty arising from course of performance, dealing, usage or trade. Except as limited by applicable law, MSI’s total liability to Vendor under this Agreement or otherwise shall be limited to the dollar amount paid by Vendor to MSI hereunder for the product(s) in question. If the limitations on liability set forth herein are not enforceable under applicable law, then MSI’s liability hereunder shall be limited to the maximum extent permitted under applicable law. Vendor agrees to indemnify MSI and hold it harmless from and against any loss, damage, claims or demands whatsoever arising out of or in connection with Vendor’s activities or any violation of any agreements between Vendor and MSI. Vendor understands and acknowledges that MSI expressly disclaims any and all warranties as to MSI’s products which are sold via unauthorized parties. Sales to or via Amazon.com and/or Third Party Marketplaces in violation of the Vendor Agreement will render Vendor as an unauthorized reseller, thereby voiding any and all MSI product warranties as well as all of MSI’s product return policies.
11. Liquidated Damages; Remedies. Vendor agrees that if it violates the Vendor Agreement, including but not limited to, the restriction against selling to or via Amazon.com or Third Party Marketplaces, Vendor will pay $50,000.00 to MSI as liquidated damages. The Parties agree that they are unable at this time to quantify the amount of damage that a violation of the Vendor Agreement would cause to MSI, and therefore expressly agree that $50,000.00 is reasonable and sufficient, in addition to any other monetary harm that MSI can prove. This payment is expressly intended to compensate MSI for past damages caused by the aforementioned activities and in no way limits MSI’s ability to seek additional or different compensation for harm caused by the Vendor’s violation of the Vendor Agreement. Vendor acknowledges that any breach of its obligations under the Vendor Agreement with respect to the proprietary rights, intellectual property rights or confidential information of MSI will cause MSI irreparable injury for which there are inadequate remedies at law, and therefore MSI will be entitled to equitable relief, including specific performance and/or injunctive remedies in addition to all other remedies provided by the Vendor Agreement or available at law. If MSI seeks judicial resolution to enforce any of the terms of the Vendor Agreement, then the Vendor agrees to and shall reimburse MSI for all reasonable attorney’s fees and court/litigation expenses.
12. Vendor Records. During the term of the Agreement and for a period of at least two (2) years thereafter, Vendor agrees to maintain complete, clear and accurate records of all of its customers and MSI products sold hereunder and agrees to provide MSI with reasonable access to such records upon request.
13. Vendor Benefits and Obligations.
    1. Quality Control. Vendor agrees to maintain the product as required by MSI’s or the U.S. FDA’s Quality Control rules, regulations, policies and procedures, including, but not limited to, by maintaining the products as set forth in MSI’s Product Handling and Storage Guidelines attached hereto as Exhibit C (the “Handling Guidelines”). Vendor also agrees to comply with all FDA rules and regulations regarding record keeping as set forth in 21 CFR 111, particularly, if such regulations are applicable to Vendor (see esp. Sec. 111.1(b)). Vendor agrees not to sell any expired MSI products.
    2. Product Claims. No claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products made or offered by MSI may be made by Vendor except those contained in official MSI advertising and promotion literature. In particular, Vendor may not claim that MSI’s products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases or conditions, as such statements violate MSI’s policies, and may violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and the Federal Trade Commission Act.
    3. Re-packaging and Re-labeling Prohibited. Vendor may not repackage, relabel or refill containers or alter the labels on any MSI products, information, materials or programs in any way. MSI products must be sold in their original containers and packaging only, with labels and advertising and promotional materials as provided or authorized by MSI.
    4. Non-disparagement. Vendor agrees not to disparage MSI, its products, its policies or its directors, officers, or employees. All Vendor and consumer criticisms and comments shall be submitted to MSI in writing at the MSI Customer Service Department.
    5. Reporting Violations; Enforcement. If Vendor observes or becomes aware of a violation of any MSI policy or any MSI agreement by any third party, including but not limited to unauthorized internet sales, Vendor shall submit a written report of such violation to the MSI Customer Service Department, which report shall include details of any incidents, such as locations, dates, number of occurrences, persons involved, and any supporting documentation. Vendor also agrees that it will cooperate with MSI in all respects to assist MSI in ceasing such violation, including, without limitation, Vendor immediately ceasing all sales of MSI’s products to such violating party or customer.
14. Force Majeure. No Party will be liable to the other for any delay or failure to perform its obligations hereunder due to any strikes, lockouts, secondary boycotts, labor organization stoppages and harassments, damages caused by fire, lightning, earthquake, other natural disasters, acts of war, or other casualty, and any other conditions beyond the control of such Party.
15. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach these Terms & Conditions, it is agreed and understood that MSI will have no adequate remedy in money or other damages at law. Accordingly, MSI shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the these Terms and Conditions 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 these Terms and Conditions. No failure, refusal, neglect, delay, waiver, forbearance, or omission by MSI to exercise any right(s) herein shall constitute a waiver of any provision herein.
16. Miscellaneous: MSI reserves the right to update, amend, or modify these Terms and Conditions upon written or electronic notice to Vendor. Unless otherwise provided, such amendments will take effect immediately and Vendor’s continued use, advertising, offering for sale, or sale of the products, use of MSI’s intellectual property, or use of any other information or materials provided by MSI to Vendor under these Terms and Conditions following notice will be deemed Vendor’s acceptance of the amendments. No waiver of any breach of any provision of these Terms and Conditions 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. These Terms and Conditions and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota, without regard to its choice of law rules. In the event of a dispute over the terms or performance under these Terms and Conditions, Vendor expressly submits to personal jurisdiction and venue in the federal or state courts in Carver County, Minnesota and/or Hennepin County, Minnesota. If any provision of these Terms and Conditions are held contrary to law, the remaining provisions shall remain valid. 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.

EXHIBIT A

INTELLECTUAL PROPERTY LICENSE TERMS AND CONDITIONS

1. Trademark License Terms.
   1. License. MSI grants a non-transferable, royalty-free license to use the trademarks and trade dress set forth hereto and such other trademarks, service marks and trade dress as may be used in commerce or specified in writing by MSI from time to time (hereinafter collectively referred to as the “Trademarks”) during the term of this Agreement in connection with the distribution and sale of MSI’s products; but such license is only for making accurate copies of trademarks, service marks, trade names, logos and product bottles, labels and packages, and using them in advertising and promotion, including on the internet but only as authorized by MSI. No power to sublicense or otherwise transfer any rights to others or to allow any other third party affiliated with or doing business with Vendor to use the Trademarks is granted. Vendor will promptly notify MSI of any conflicting use of or acts of infringement concerning MSI products or the Trademarks and will cooperate with MSI to protect the rights of MSI related hereto. No license or right including to any other trademark, trade name or service mark, including the Trademarks apart from use in connection with MSI’s products, is granted by MSI.
   2. Ownership. Vendor acknowledges MSI’s sole rights in and ownership of the Trademarks at all times and agrees that all use thereof by Vendor inures solely to the benefit of MSI. Vendor will (a) execute any other written documents necessary to confirm ownership by MSI or the grant of this license to or registered user status of Vendor and (b) assign at MSI’s request such rights to MSI along with any associated goodwill if Vendor acquires by operation of law or otherwise any rights in any such trade name, trade dress, service mark or trademark.
   3. Violations. If Vendor becomes aware of any party in violation of this Agreement or in violation of any similar license agreement between MSI and another party, (for example, selling of MSI’s products on the internet by an unauthorized party), Vendor shall immediately notify MSI in writing, and provide detailed information about the nature of the violation and the party perpetrating it, to the extent such information is known and available to Vendor. Vendor agrees to cooperate with MSI in all respects to assist MSI in ceasing such violation, including, without limitation, Vendor immediately ceasing all sales of MSI’s products to such violating party or customer.
   4. Enforcement. Vendor shall cooperate fully with MSI in enforcing MSI’s intellectual property rights, including by providing witnesses to testify and cooperating in producing documents and information at the expense of MSI.
2. General Terms.
   1. Marking; Product Claims; Use of Names. Vendor’s advertising and promotion of MSI’s products shall comply with all applicable United States and foreign statutes and regulations related to the sale of natural supplements and the marking of patented and patent pending products. Vendor shall not make any claims about MSI’s products which MSI has not approved in writing. Vendor shall not alter, hide or delete in any display or advertising, any of MSI’s writings or markings stating or relating to: patent pending, patent number(s), trademark or copyright notices, or other notices required to fully implement, enforce and maintain any and all Licensed Patent Rights and rights hereunder.
   2. Indemnification. Vendor shall defend and indemnify MSI, and its officers, directors and employees, against any liability for and/or related to any component in any product sold or used by Vendor which originates from a third party and are not provided by MSI and for any breach by Vendor of this Agreement or of any laws, statutes, rules or regulations of any governmental agency. Vendor shall be responsible for all settlements entered into (provided that no settlement of any of MSI’s patent or intellectual property rights may be entered without MSI’s prior written consent), and all final judgments and costs (including reasonable attorneys’ fees) awarded against MSI or Vendor in connection with any such action.
   3. Export Control; Foreign Sales. Vendor acknowledges and agrees that MSI’s products may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder. Vendor warrants that it will not export or re-export any products into any country in violation of such controls or any other laws, rules or regulations of any country, state or jurisdiction. Vendor shall register this Agreement with any foreign governmental agency that requires such registration and Vendor will pay all costs and legal fees in connection with such registration. Vendor is responsible for compliance with all foreign laws and regulations affecting the sale of MSI’s products in a foreign country by Vendor.
   4. Limitation of liability. In no event shall MSI or its officers, directors, owners, employees, agents or affiliates be liable directly or indirectly to vendor or any party claiming through it for any special, indirect, incidental or consequential damages, including without limitation, loss of profits and damages that could have been avoided by the use of reasonable diligence, arising out of this agreement, or the use of the website or any other MSI intellectual property licensed to vendor, and regardless of the nature or cause of such damages even if MSI has been advised or should be aware of the possibility of such damages. Notwithstanding anything herein to the contrary, in connection with the licenses granted hereunder the maximum aggregate liability of MSI and its officers, directors, owners, employees, agents or affiliates under any theory of law shall be one hundred dollars ($100.00).
   5. Survival of Obligations. Sections 1 and 3 shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall cease upon termination or expiration of this Agreement.

EXHIBIT B

MINIMUM ADVERTISED PRICING POLICY (MAPP)

Resellers alone have the sole discretion to determine both advertised price(s) and selling price(s). However, in order to preserve the U.S. Enzymes brand equity in the marketplace and prevent erosion of the products' perceived value, Master Supplements Inc. has adopted a unilateral Minimum Advertised Price Policy (MAPP) with respect to its U.S. Enzymes brand products that is 100% of the MSRP.  In other words, for products intended to be sold to Healthcare Professional and their patients, there is NO observed minimum advertising policy.

Under this Policy, U.S. Enzymes reserves the unilateral right to reduce trade funding and/or discontinue the sales to any seller of who advertises U.S. Enzymes brand or other professional only products at prices below the suggested minimum advertised price or listed MSRP. Sellers of U.S. Enzymes brand products include, but are not limited to, HCP’s, (HCP Websites, Third Party Websites, Distributors websites).

This policy is in effect with or without customer signature. If you carry U.S. Enzymes brand products, please notify the appropriate individuals at your company of this Policy to ensure they are aware of this Policy when determining how you will advertise and promote U.S. Enzymes brand products.

Products that are available to all customer types with no restriction are considered "retail" products, and depending on the sub-brand may have an observed MAPP.  

EXHIBIT C

PRODUCT HANDLING AND STORAGE GUIDELINES*

1. Product Care & Quality Controls.Vendor shall care for the products (the “Products”) as set forth herein.
   1. Product Inspection. Vendor shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). Vendor shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. As stated above in Paragraph 13(a) of the Authorized Vendor Terms and Conditions, Vendor shall not sell any Products that are expired. If any Defects are identified, Vendor must not offer the Product for sale and must promptly report the Defects to Master Supplements.
   2. Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Vendor shall cooperate with Master Supplements with respect to any Product recall or other consumer safety information dissemination effort.
   3. Alterations & Bundling Prohibited. Vendor shall sell Products in their original packaging, with all seals intact. Vendor 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. Vendor shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packing. Vendor 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. Vendor shall not advertise, market, display, or demonstrate non-Master Supplements products together with the Products in a manner that would create the impression that the non-Master Supplements products are made by, endorsed by, or associated with Master Supplements.
   4. Customer Service & Product Representations. Vendor and Vendor’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. Vendor 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. Vendor and Vendor’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 Master Supplements. Vendor agrees to cooperate fully with Master Supplements in any investigation or evaluation of such matters.
   5. Product Storage and Handling. Vendor 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 MSI from time to time. Potencies are guaranteed through expiration date when stored properly in an unopened bottle. Bottled products containing capsules are packaged using TIP (Total Inert Packaging) which includes amber glass bottles, oxygen and moisture absorption packets, rayon wadding and a nitrogen flush.

2. For Optimal potency, product can be stored in the freezer prior to opening. If frozen, allow the bottle to come to room temperature before opening to avoid drawing in moisture. Once opened, store product in the refrigerator.

3. Audit. MSI reserves the right to audit and/or monitor Vendor’s activities for compliance with the guidelines set forth in the Authorized Vendor Terms and Conditions and this Exhibit C including, but not limited to, inspection of Vendor’s facilities and records concerning the Products

4. Shipping recommendations: Master Supplements recommends shipping our products with an expedited service such as USPS Priority/Express, UPS or FedEx. Products can withstand temperatures outside of the designated storage recommendations during shipment. Ice packs are not necessary. Sufficient packaging such as outer shipping cartons, bubble wrap, and “Fragile” stickers are recommended.