This Authorized Reseller Policy (the “Policy”) applies to all Authorized Resellers (“Authorized Resellers”) of More Than Gourmet, Inc. (“MTG”) products (the “Products”) in the United States and Canada. The Policy is effective immediately. By purchasing Products from MTG or an authorized distributor of MTG, all Authorized Resellers agree to adhere to the following terms and conditions.
1. All sales of Products from MTG to an Authorized Reseller shall be done in accordance with MTG’s Order Terms and
2. Authorized Reseller is authorized to offer Products purchased from MTG or an authorized distributor for retail sale in accordance with the terms herein. Sales in violation of this Policy are strictly prohibited and may result in immediate revocation of Authorized Reseller’s status as an Authorized Reseller, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain MTG promotions, services, and/or benefits, including, unless prohibited by law, coverage under MTG’s product warranty.
3. Authorized Reseller shall sell Products solely to end users of the Products and not for further resale without MTG’s prior written consent. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Authorized Resellers, or any other person or entity Authorized Reseller knows or has reason to know intends to re-sell the Products.
4. Authorized Reseller shall
5. Authorized Reseller shall not market or offer for sale the Products on any website or fulfill Authorized Reseller’s sales of Products through any website without the prior written consent of MTG. Selling on or through third-party marketplace sites (e.g., eBay.com, Amazon.com, Walmart.com), drop-ship accounts (e.g., Overstock.com, Jet.com), classified sites (e.g., Craigslist.com, Facebook Marketplace), or via social media or Internet forums is strictly prohibited without the prior written consent of MTG.
6. Authorized Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. If any defect is identified, Authorized Reseller must not offer the Product for sale and must report the defect to MTG immediately. Furthermore, Authorized Reseller shall inspect inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Authorized Reseller shall not sell expired Products.
7. Authorized Reseller shall sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or their packaging is prohibited. Authorized Reseller is prohibited from tampering with, defacing, or otherwise altering serial numbers, UPC codes, lot or batch codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.
8. Authorized Reseller shall communicate all safety information to consumers and cooperate with MTG with respect to any Product recall.
9. Authorized Reseller must be available to respond to customer questions and concerns both before and after
10. Authorized Reseller is prohibited from advertising, marketing, displaying, or demonstrating nonMTG products together with MTG Products in a manner that would create the impression that the non-MTG products are made by, endorsed by, or associated with MTG.
11. Authorized Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale
12. MTG owns all proprietary rights in and to the MTG brands, names, logos, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “MTG IP”). Authorized Reseller Effective 01.01.2019 is granted a limited, non-exclusive, non-transferable, revocable license to use the MTG IP solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of Authorized Reseller’s status as an Authorized Reseller. MTG may review, approve, and/or reject, in its sole discretion, an Authorized Reseller’s use of the MTG IP at any time. All goodwill arising from Authorized Reseller’s use of the MTG IP shall inure solely to the benefit of MTG.
13. If an Authorized Reseller violates this Policy, MTG reserves the right to terminate Authorized Reseller’s status as an Authorized Reseller in addition to all other available remedies. Upon termination of Authorized Reseller’s status, Authorized Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of MTG Products, and all use of anything that may give the impression that Authorized Reseller is an Authorized Reseller of MTG Products or has any affiliation whatsoever with MTG.
14. If there is a breach or threatened breach of this Policy, it is agreed and understood that MTG shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies. No failure, refusal, neglect, delay, waiver, forbearance, or omission by MTG to exercise any right(s) herein or to insist upon full compliance by Authorized Reseller with Authorized Reseller’s obligations in this Policy shall constitute a waiver of any provision or otherwise limit MTG’s right to fully enforce any or all provisions and parts thereof.
15. MTG DISCLAIMS ALL 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. MTG SHALL NOT BE LIABLE TO AUTHORIZED RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
16. MTG reserves the right to update, amend, or modify this Policy at any time.
17. This Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Policy, Authorized Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Summit County, Ohio. If any provision of the Policy is held contrary to law, the remaining provisions shall remain valid.
18. MTG will establish from time to time a Minimum Advertised Price (“MAP”) for each Product and shall communicate the MAP in writing to each Authorized Reseller. MTG may, in its sole discretion, revise the MAP for any Product at any time. MTG will communicate any changes in MAP to Authorized Resellers. Advertising a Product using MTG’s IP at a price below the MAP may lead to discontinuance by MTG of its relationship with Authorized Reseller. MTG’s intention and policy is not to engage any Authorized Reseller that advertises a Product at a price below the MAP. It is the decision of each Authorized Reseller to advertise a Product at any price it chooses, as long as it is not less than the Product’s MAP. Without limiting the foregoing, this MAP policy is not intended to require any Authorized Reseller to resell a Product for a specific price. This MAP policy does not establish maximum advertised prices. All Authorized Resellers may offer Products at any price equal to or in excess of the MAP. Compliance with this MAP policy remains at all times solely at the discretion of each Authorized Reseller.