This policy applies to authorized resellers (“Reseller”) of Thorne products (“Products”). By purchasing Products from Thorne or an Authorized Thorne Distributor for retail sale, the Reseller agree to adhere to the following terms and conditions. Until such status is otherwise revoked by Thorne in Thorne’s sole discretion, Reseller will be considered to be an authorized Reseller hereunder.
In addition to other available remedies, if a Reseller violates this policy, then 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 will sell Products only as set forth herein. Otherwise, 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.
- Authorized Customers. Reseller is authorized to sell Products solely to End Users. An “End User” is a purchaser of Products who is the ultimate consumer for whom Products were designed and who does not intend to resell Products to any third party. Reseller will not sell or transfer to anyone a quantity of Products greater than that generally purchased by an individual for personal use. Reseller will not sell or transfer any Products to any person or entity for purposes of resale without the prior written consent of Thorne. This prohibition includes sales to any B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to resell Products. This Section 1(a) does not apply where prohibited by law; for example, the European Union (the “EU”).
- Online Sales. Reseller is permitted to market for sale and sell Products on or through Permissible Public Websites pursuant to the terms below and operated in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application operated by Reseller in Reseller’s legal name or registered fictitious name (DBA). To the extent Reseller presently sells or intends to sell Products on or through a Permissible Public Website, Reseller’s Permissible Public Website must comply with the following requirements:
- (i) The Permissible Public Website must not give the appearance is operated by Thorne or any third party.
- (ii) Anonymous sales are prohibited. The Permissible Public Website must conspicuously state Reseller’s full legal name or registered fictitious name, mailing address, email address, and telephone contact. Reseller must also include this information with any shipment of Products from the Permissible Public Website, either within the package or in an order confirmation email delivered at the time of purchase.
- (iii) At Thorne’s request, Reseller must reasonably cooperate in demonstrating and/or providing access to, and copies of, webpages that comprise Reseller’s Permissible Public Website.
- (iv) The Permissible Public Website must have a mechanism for receiving customer feedback and Reseller must use reasonable efforts to address customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of information related to customer feedback (including responses to customers) to Thorne for review on request. Reseller agrees to cooperate with Thorne in the investigation of negative online review associated with Reseller’s sale of Products and to use reasonable efforts to resolve such negative reviews.
- (v) The Permissible Public Website will be in compliance with applicable privacy, accessibility, and data security laws, regulations, and industry standards.
- (vi) Reseller will be responsible for fulfillment to its customers who order Products through the Permissible Public Website, applicable taxes associated with such purchases of Products, and returns of Products.
- (vii) Unless authorized by Thorne in writing, Reseller may not use a third-party fulfillment service to store inventory or fulfill orders for Products. Under no circumstances may Product orders be fulfilled in a way that might result in shipped Products coming from stock other than Reseller’s.
- (viii) In marketing Products on the Permissible Public Website, Reseller may only use images of Products either supplied by or authorized by Thorne, and Reseller must keep Product images and descriptions up-to-date. Reseller will not advertise Products not carried in inventory.
Reseller will not offer for sale or sell Products on or through any website, online marketplace, (including, without limitation, Amazon, eBay, Target+, Rakuten, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Thorne. Thorne reserves the right to terminate, at any time and in its discretion, its approval for Reseller to market for sale and sell Products on the Permissible Public Website, and Reseller must cease such marketing and sales on Reseller’s Permissible Public Website immediately on notice of such termination. The terms of this Policy supersede any prior agreement between Thorne and Reseller regarding the sale of Products online.
- Sales Practices and Inventory. Reseller will conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Products or other products and will not engage in deceptive, misleading, or unethical practices or advertising. Reseller will not make warranties or representations concerning Products except as expressly authorized by Thorne. Reseller will comply with applicable laws, rules, regulations, and policies applicable to Reseller’s business or related to the advertising, sale, and marketing of Products. Reseller and Reseller’s agents will represent Products in a professional manner and refrain from conduct that is or could be detrimental to the reputation of Thorne or Products. Furthermore, Reseller will carry an inventory of Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
- Product Packaging and Display. Reseller will 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 is 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 labels or literature on or accompanying Products, except where required by applicable local laws and regulations, or as expressly authorized by Thorne. Reseller will not advertise, market, display, or demonstrate non-Thorne products together with Products in a manner that would create the impression the non-Thorne products are made by, endorsed by, or associated with Thorne.
- Returned Product. Reseller will not resell Products that have been returned opened or repackaged.
- Customer Service. Reseller and Reseller’s sales and customer service personnel will familiarize themselves with the features of Products marketed for sale and must obtain sufficient knowledge of Products to advise End User customers on the selection and safe use of Products, as well as applicable warranty, guarantee, or return policy. Reseller must make itself available to respond to customer questions and concerns before and after sale of Products and should endeavor to respond to customer inquiries promptly. Reseller agrees to cooperate with Thorne in the investigation and resolution of quality or customer service issues related to Reseller’s sale of Products, including disclosing information regarding Product sources, shipment, and handling.
- Product Storage and Handling. Reseller will comply with instructions provided by Thorne regarding the storage, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller will exercise due care in storing and handling Products. Reseller will store Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with additional storage guidelines specified by Thorne from time to time.
- Product Inspection. Promptly on receipt of Products, Reseller will inspect Products for damage, defects, broken seals, or other non-conformance (collectively, “Defects”). If a Defect is identified, then Reseller must not offer the Product for sale and must report such Defect to Thorne or its Authorized Distributor’s Customer Service Department within thirty (30) days from the date of purchase. Reseller will inspect its inventory regularly for expired or soon-to-be expired Products and will remove such Products from its inventory. Reseller will not sell Products that are expired or close to expiration. Reseller will destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Thorne.
- Product Tracking. Reseller will cooperate with Thorne with respect to Product tracking systems that might be implemented from time to time.
- Recall and Consumer Safety. To ensure the safety and well-being of End Users of Products, Reseller will cooperate with Thorne with respect to a Product recall or other consumer safety information dissemination efforts. Reseller will report to Thorne any customer compliant or adverse event report regarding Products of which Reseller becomes aware. Reseller will assist Thorne in investigating such complaints or adverse event report.
- Disease Claims. To protect Reseller and Thorne from legal liability due to the regulatory requirements of the U.S. Food and Drug Administration and the U.S. Federal Trade Commission regarding disease claims associated with nutritional supplement products, Products must not be displayed or mentioned on Permissible Public Websites within two (2) clicks of any disease claim. Thorne reserves the right to demand that Reseller make changes to its Permissible Public Website to the extent Reseller is making statements about Products in any manner that would violate the regulations implemented by the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, or the regulations implemented by any other federal or state agency.
- California Proposition 65. Reseller agrees to assist Thorne in complying with Thorne’s Proposition 65 warning notice obligations related to the sale of Products being shipped to consumers residing in the State of California.
This Policy is effective as of Aug 25, 2022