Authorized Resale Policy
This Thorne Research, Inc. ("Thorne") Authorized Resale Policy (the "Resale Policy") applies to Authorized Resellers of Thorne products (the "Products"). By purchasing Products from an Authorized Thorne Distributor for retail sale or from Thorne directly for retail sale, the Authorized Thorne Reseller ("Reseller") agrees to adhere to the following Resale Policy. Until such status is otherwise revoked by Thorne, Resellers shall be considered "Authorized Resellers" hereunder.
In addition to all other available remedies, if Reseller violates this Resale Policy, Thorne reserves the right to terminate Reseller's status as an Authorized Reseller through written or electronic notice to Reseller of such termination.
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 Thorne's Product warranties,
as described in Section 3 below. An "Authorized Reseller" (i) is a Health Care Professional (as defined below) whose
credentials have been verified by Thorne or by an Authorized Distributor, or a business entity that purchases and resells the
Products as part of a health-related commercial enterprise whose credentials have been verified by Thorne or by an
Authorized Distributor; (ii) purchases and resells the Products to end users as part of a healthcare practice or health-related
business; (iii) has received and agrees to adhere to the Thorne Authorized Resale Policy; and (iv) has not had its Authorized
Reseller status revoked by Thorne. A "Health Care Professional" is a person that holds a degree or other qualification from
an accredited school or program and/or a license or certificate in good standing in one of the fields/occupations designated
as approved by Thorne, which list may be amended by Thorne from time to time in its sole and absolute discretion.
- Authorized Customers. Reseller shall sell Products solely to end users of the Products. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Thorne. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person Reseller knows or has reason to know intends to re-sell the Products. This paragraph 1(a) shall not apply where prohibited by law, e.g. the European Union (the "EU").
- Online Sales. Reseller is not permitted to market for sale or sell the Products on the Internet without the prior written consent of the Chief Operating Officer of Thorne. This prohibition on online sales covers any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace. This paragraph 1(b) shall not apply where prohibited by law, e.g. the EU.
- Sales Practices and Inventory. Reseller shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Thorne Products or other products, and will not engage in any deceptive, misleading or unethical practices or advertising at any time, and will not make any warranties or representations concerning Products except as expressed or authorized by Thorne. 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.
- 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 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- Thorne products together with the Products in a manner that would create the impression that the non-Thorne products are made by, endorsed by, or associated with Thorne.
- 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 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 Thorne. Reseller agrees to cooperate fully with Thorne in any investigation or evaluation of such matters.
Product Care and Quality Controls.
Reseller shall care for the Products as set forth herein.
- Product Storage and Handling. 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 in accordance with any additional storage guidelines specified by Thorne from time to time.
- Product Inspection. Promptly upon receipt of the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, "Defects"). 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. If any Defects are identified, Reseller must not offer the Product for sale, and must promptly report the Defect to Thorne or its Authorized Distributor's Customer Service Department.
- Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller shall cooperate with Thorne with respect to any Product recall or other consumer safety information dissemination effort.
- Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY THORNE CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE "STATEMENT OF WARRANTY"), ALL THORNE PRODUCTS ARE SOLD ON AN "AS IS" BASIS AND THORNE MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE OR KIND REGARDING THE PRODUCTS. THORNE 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. THORNE'S SOLE OBLIGATION AND LIABILITY IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPLACE THE RELEVANT PRODUCT AT ITS COST. THORNE SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
- Intellectual Property. Reseller acknowledges and agrees that Thorne owns all proprietary rights in and to the Thorne brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the "Thorne IP"). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Thorne 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. Thorne reserves the right to review and approve, in its sole discretion, Reseller's use or intended use of the Thorne IP at any time, without limitation. All goodwill arising from Reseller's use of the Thorne IP shall inure solely to the benefit of Thorne.
- Termination. 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 Thorne Products or has any affiliation whatsoever with Thorne; and (iii) using all Thorne IP.
- Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach to Sections 1 (Manner of Sale), 2 (Product Care and Quality Controls), 4 (Intellectual Property), or 5 (Termination) of this Resale Policy, it is agreed and understood that Thorne will have no adequate remedy in money or other damages at law. Accordingly, Thorne 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 Thorne 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 Thorne's right to fully enforce any or all provisions and parts thereof.
- Audit. Thorne reserves the right to audit and/or monitor Reseller's activities for compliance with this Resale Policy, including, but not limited to, inspection of Reseller's facilities and records concerning the Products.
- Miscellaneous. Thorne 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 Thorne IP, or use of any other information or materials provided by Thorne 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. It is Thorne's intention to comply with the laws and regulations in all jurisdictions and countries in which it conducts business. Furthermore, if any term or condition within this Resale Policy is contrary to antitrust or competition laws of a specific jurisdiction or country, such term or condition shall not apply to Reseller within that jurisdiction or country. To the extent allowed by law, 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 South Carolina, 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 Charleston County, South Carolina.
- MAP Policy. Thorne has a unilateral Minimum Advertised Price Policy ("MAP Policy") that applies to all authorized resellers of Products located in the United States of America as well as in all other countries where Products are sold, except where such policy is in contravention with local laws and regulations, e.g. the EU. This Section is intended to inform Reseller of the MAP Policy. It does not constitute consideration for any agreement between Reseller and Thorne, and does not separately constitute an agreement between Reseller and Thorne regarding the price charged to customers for the Products. Thorne does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.