Resale Policy
United States Authorized Resale Policy
Giadzy, Inc. (the “Brand Owner”) hereby adopts this Resale Policy (this “Policy”) and requires that each person, firm or entity (as applicable, a “Reseller”) that purchases Brand Owner’s products (the “Products”) for resale or other distribution agree to comply with this Policy.
Any Reseller that fails to strictly comply with this Policy will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use Brand Owner’s intellectual property, including any of its trademarks or copyrights, or (iii) offer Brand Owner’s consumer warranty applicable to any of the Products.
1. Applicability. This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Brand Owner, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy.
2. Sales to End Users Only. Unless otherwise agreed with Brand Owner in writing, Reseller may only purchase Products for resale to consumers and end user customers, and Reseller may not resell Products to other Resellers, distributors or for further distribution in any manner.Without limiting the foregoing, Reseller also may not purchase Products from Resellers for further distribution.
3. No Sales on Online Marketplaces. Without the Brand Owner’s express written consent, Reseller may not advertise or sell the Products online on any e-commerce platform, specifically including, but not limited to, Amazon, eBay and Walmart. Reseller may sell Productssolely on its own website.
4. Handling and Storage. Reseller agrees to handle and store the Products in a safe manner, and otherwise in compliance with all applicable laws including, without limitation, food and safety laws. Reseller will ensure that any Products it purchased are stored in hygienic, secure, climate-controlled warehouses.
5. 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 any 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-Brand Owner Products together with the Products in a manner that would create the impression that the non-Brand Owner Products are made by, endorsed by, or associated with Brand Owner.
6. Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner’s trademarks solelyin connection with the sale of the Products, and in no event shall Reseller have the right to present Brand Owner’s trademarks as their own nor otherwise use such trademarks to express or imply endorsement of any third party product, services or brand. Reseller shall not alter, modify, or change any trademark, nor shall Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Reseller use any trademark in any manner that negatively impacts such trademark or copyright or the Brand Owner. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke this license at any time for any or no reason. Any violation of any terms of this policy shall give Brand Owner the right to immediate injunctive relief amongst all other remedies available at law and equity. In no event shall this policy be deemed to transfer any ownership rights with respect to any of Brand Owner’s trademarks or any other intellectual property owned or otherwise held by Brand Owner, nor any exclusive use rights thereof. In no event will Brand Owner’s intellectual property or Products be used in any manner which is false, negative or misleading, or otherwise shows Brand Owner in an unfavorable light. If Reseller becomes the subject of public disrepute or scandal, or commits or is arrested or accused of any illegal acts or omissions, and/or if Reseller otherwise makes any statements which would negatively impact the reputation of Reseller and/or Brand Owner, or any statements which would offend any nationally recognized groups, ethnic groups, religious groups, or any other community or group of peoples, then Reseller’s rights hereunder are immediately rescinded by Brand Owner and Reseller shall have no rights to resell any Products hereunder to anyone.
7. Locations / Reporting. Reseller agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy and all applicable laws and regulatory policies. At Brand Owner’s request, Reseller will promptly provide Brand Owner in writing with (a) a list of all storage locations utilized by Reseller, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at Reseller’s stated locations.
8. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Brand Owner.
9. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees toimmediately and strictly cooperate with Brand Owner with respect to any Product recall or other consumer safety information dissemination efforts in all respects and in each instance.
10. Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Brand Owner’s request, Reseller will promptly provide any reports or other information related to such customer services or as otherwise requested.
11. Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Brand Owner in writing.
12. Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller must immediately notify Brand Ownerin writing.
13. Support of Manufacturer’s Warranty. Reseller may extend to any proper purchaser of the Products the original manufacturer’s warranty in accordance with its terms. Reseller may not modify or alter the original manufacturer’s warranty, represent or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Reseller’s right to offer Brand Owner’s consumer warranty.
14. Other Information, Documents and Reports. Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate Reseller’s compliance with this Policy and to support Brand Owner’s warranty support and customer support obligations and initiatives.
15. Reseller represents and warrants that it has the right and authority to resell Products and to agree to this Policy, and is free to grant all rights and make all agreements made by such in this Policy, and agrees to indemnify, defend and hold harmless Brand Owner and its distributors, designees, licensees, and assigns from any and all third-party claims, costs, actions, damages, liabilities and expenses actually paid by the indemnified party as a result of any breach of the indemnifying party’s warranties, representations or agreements or from Reseller’s distribution of Products.This Agreement shall be governed by the laws of the state of California without giving effect to conflicts of law principles and any dispute our controversy brought or heard hereunder shall be brought or heard exclusively in Los Angeles, California.
RESELLERS WHO FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.
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Terms of use
1. Dealers SHALL NOT promote, market, advertise, offer to sell, or sell any Giadzy products through any Amazon.com marketplace. For Amazon and other third-party marketplace orders, Giadzy is the only official seller authorized.
2. IMPORTANT NOTE: Giadzy supports authorized sales of its products except on Online Marketplaces and Restricted Websites as noted above. Giadzy actively participates in the Amazon.com Brand Registry Program and similar programs to prevent the advertising and sale of unauthorized, unlicensed, infringing, and/or counterfeit merchandise. Any unauthorized sales of Giadzy products on Amazon or other sites will be removed as they are discovered. Ads from online sellers offering any auctions or advertising sales will also be regularly removed or taken down.
3. Products purchased on Amazon from any other source other than Giadzy will not come with the same warrantiesand customer services as intended by us, Giadzy.
