H&C Animal Health Resale Policy

H&C ANIMAL HEALTH, LLC AUTHORIZED RESELLER POLICY

Last Updated: January 4, 2023

This H&C Animal Health, LLC (“H&C Animal Health”) Authorized Resale Policy (the “Resale Policy”) applies to each person, firm, or entity (as applicable, a “Reseller”) that purchases H&C Animal Health products (the “Products”) in the United States of America for resale or other distribution. By purchasing Products from for retail sale, resale, or other distribution, you (“Reseller,” “you,” or “your”) agree to adhere to the terms and conditions herein. Please read this Resale Policy carefully. Until such status is otherwise revoked by H&C Animal Health, Reseller shall be considered an “Authorized Reseller” hereunder.

In addition to all other available remedies, if Reseller violates this Resale Policy, H&C Animal Health reserves the right to terminate Reseller’s status as an Authorized Reseller through written or electronic notice to Reseller of such termination.

1. This Resale Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from H&C Animal Health, through an Authorized Distributor, or some other procurement method, a Reseller must comply with the terms of this Resale Policy.

2. Manner of Sale. Reseller shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under H&C Animal Health’s Product warranties or guarantees.
   
   (a) Authorized Customers. Reseller shall sell Products solely to End Users. An “End User” is a person who purchases a Product for use or consumption by a pet and who does not intend to resell the Product to any third party. Without prior written consent by H&C Animal Health, Reseller shall not sell to anyone, regardless as to where the Products were acquired, a quantity of the Products greater than that generally purchased by an individual for personal use. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products.
   
   (b) Geographic Location of Sales. Reseller shall not sell, ship, or invoice Products to customers outside of the United States of America or to anyone Reseller knows or has reason to know intends to ship the Products outside of the United States of America without the prior written consent of H&C Animal Health.
   
   (c) Online Sales. Reseller may market or offer for sale the Products on its own website and/or in its own brick or mortar locations. Reseller shall not market or offer for sale the Products on or through any other publicly accessible website without the prior written consent of H&C Animal Health. Sale of the Products on third-party marketplace websites, including, without limitation, Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, is strictly prohibited.
   
   (d) Sales Practices and Inventory. Reseller shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of H&C Animal Health Products or other products, and will not engage in any deceptive, misleading or unethical practices or advertising at any time nor make any warranties or representations concerning Products except as expressed or authorized by H&C Animal Health. 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.
   
   (e) Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to Products or their packaging 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 may 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-H&C Animal Health products together with the Products in a manner that would create the impression that the non-H&C Animal Health products are made by, endorsed by, or associated with H&C Animal Health. Reseller shall cooperate with H&C Animal Health with respect to any Product tracking systems implemented by H&C Animal Health. 
   
   (f) Customer Service. Reseller and Reseller’s sales personnel shall familiarize themselves with the special 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, guarantee, or return policy. Reseller 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. 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 H&C Animal Health. Reseller agrees to cooperate fully with H&C Animal Health in any investigation or evaluation of such matters.

 

3. Product Care and Quality Controls. Reseller shall care for the Products as set forth herein.
   
   (a) Product Storage and Handling. Reseller shall exercise due care in storing and handling the Products and shall store the Products in accordance with any storage guidelines listed on Product labels or specified by H&C Animal Health from time to time.
   
   (b) Product Inspection. Within ten (10) days of receiving the Products directly from H&C Animal Health and/or an Authorized Distributor, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, “Defects”). If any Defects are identified, Reseller must not offer the Product for sale, and must promptly report the Defects to H&C Animal Health at customerservice@hcanimalhealth.com.
   
   (c) Expired Products. Reseller shall inspect its inventory regularly for expired Products and Products that are within 30 days of expiring (“Expired Products”)  Reseller shall not sell any Expired Products and instead shall destroy or dispose of Expired Products in accordance with any instructions provided by H&C Animal Health. 
   
   (d) Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller shall cooperate with H&C Animal Health with respect to any Product recall or other consumer safety information dissemination Reseller shall report to H&C Animal Health any customer complaint or adverse claim regarding the Products of which it becomes aware.  Reseller shall assist H&C Animal Health in investigating any such complaints or adverse claims.
   
   (e) Cooperation with Product Quality Investigations. Reseller shall cooperate with H&C Animal Health in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

 

4. Support of Manufacturer’s Guarantee. Reseller may extend to any End User of the Products the original manufacturer’s guarantee in accordance with its terms.  The Reseller may not modify or alter the original manufacturer’s guarantee, represent, or characterize the original manufacturer’s guarantee in any misleading manner, or extend its own guarantee with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of the Reseller’s right to offer the manufacturer’s consumer guarantee.

 

5. Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY H&C ANIMAL HEALTH CONTAINING PRODUCT WARRANTIES APPLICABLE TO END USERS, AS IN EFFECT FROM TIME TO TIME (THE “STATEMENT OF WARRANTY”), ALL H&C ANIMAL HEALTH PRODUCTS ARE SOLD ON AN “AS IS” BASIS AND H&C ANIMAL HEALTH MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE OR KIND TO RESELLER REGARDING THE PRODUCTS. H&C ANIMAL HEALTH DISCLAIMS ALL OTHER WARRANTIES, 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. H&C ANIMAL HEALTH’S SOLE OBLIGATION AND LIABILITY 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. H&C ANIMAL HEALTH SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.

 

6. Intellectual Property. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the H&C Animal Health IP solely for purposes of marketing and selling the Products as set forth herein. The “H&C Animal Health IP” includes the trademarks, names, logos, service marks, trade dress, copyrights, and other intellectual property related to ActivPhy®, bSerene™, and Angels’ Eyes® -brand Products as well as any brands later acquired by H&C Animal Health, and other brands in which H&C Animal Health has the necessary rights to sublicense to Reseller. The license granted to Reseller will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the H&C Animal Health IP shall inure solely to the benefit of H&C Animal Health or its licensors. Reseller’s use of the H&C Animal Health IP shall be in accordance with any guidelines that may be provided by H&C Animal Health from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. H&C Animal Health reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the H&C Animal Health IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any H&C Animal Health product name or any trademark owned by or licensed to H&C Animal Health, nor a misspelling or confusingly similar variation of any H&C Animal Health product name or any trademark owned by or licensed to H&C Animal Health.

 

7. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 2 (Manner of Sale), 3 (Product Care and Quality Controls), or 5 (Intellectual Property), of this Resale Policy, it is agreed and understood that H&C Animal Health will have no adequate remedy in money or other damages at law. Accordingly, H&C Animal Health shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Resale 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 Resale Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by H&C Animal Health 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 H&C Animal Health’s right to fully enforce any or all provisions and parts thereof.

 

8. Miscellaneous. H&C Animal Health reserves the right to update, amend, or modify this Resale 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 H&C Animal Health IP, or use of any other information or materials provided by H&C Animal Health to Reseller will be deemed Reseller’s acceptance of the amendments. If any provision of this Resale Policy is held contrary to law, the remaining provisions shall remain valid. This Resale Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado, without regard to its choice of law rules. In the event of a dispute over the terms or performance under this Resale Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Douglas County, Colorado.