Updated: September 15, 2024

 

To protect and promote our brand and reputation for providing high-quality products, EuroPharma, Inc. (“EuroMedica”) has established these Authorized Reseller Terms & Conditions (the “Terms”), effective immediately, which apply to authorized Resellers of EuroMedica products (the “Products”). By purchasing from EuroMedica for retail sale, you (“Reseller”) agree to adhere to the following terms. Please read these Terms carefully.

 

1. Manner of Sale. Reseller shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in EuroMedica’s immediate termination of Reseller’s account, in addition to other remedies. Furthermore, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under EuroMedica’s Product warranties and guarantees.

  • 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, ship or invoice Products to customers outside of the United States or to anyone Reseller knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of EuroMedica.
  • Reseller is permitted to market for sale or sell the Products through websites owned or operated by Reseller, provided however, that such websites identify Reseller’s full legal name, mailing address, telephone number and email address. EuroMedica, in its sole discretion, may revoke Reseller’s authorization to sell the Products on such websites at any time, and Reseller shall cease marketing for sale and/or selling the Products on such website immediately upon notice of such revocation. Reseller shall not sell the Products on or through any other website, including any third-party marketplace website such as Amazon, eBay, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of EuroMedica, which is granted solely by EuroMedica. No EuroMedica employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
  • Reseller shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of the Products.

 

2. Product Care, Customer Service, and Other Quality Controls. Reseller shall comply with the EuroMedica Product Care, Customer Service, and Other Quality Controls set forth below, as EuroMedica may amend from time to time.

  • Comply with all instructions provided by EuroMedica regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness.
  • 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.
  • Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.  Do not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation, or other materials related to the Products.
  • Do not advertise, market, display, or demonstrate non-EuroMedica products together with the Products in a manner that would create the impression that the non-EuroMedica products are made by, endorsed by, or associated with EuroMedica.
  • Do not dilute Products.
  • Do not resell any Product that has been returned opened or repackaged.
  • Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to EuroMedica at ASP@euromedicausa.com.
  • Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or soon-to-be expired. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by EuroMedica and applicable law.
  • Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
  • Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by EuroMedica. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party.  EuroMedica reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to EuroMedica.  Cooperate with EuroMedica in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
  • Cooperate with EuroMedica with respect to any Product tracking systems that may be implemented from time to time.
  • Cooperate with EuroMedica with respect to any Product recall or other consumer safety information dissemination efforts.
  • Implement commercially reasonable loss prevention and anti-diversion measures. Notify EuroMedica promptly in the event of a theft or other loss of a material quantity of Products.
  • Report to EuroMedica any customer complaint or adverse claim regarding the Products and assist EuroMedica in investigating any such complaints or adverse claims.
  • Cooperate with EuroMedica in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

 

3. Audit. EuroMedica reserves the right to audit and/or monitor Reseller’s activities for compliance with the Terms and Conditions, including, but not limited to, inspection of Reseller’s facilities and records concerning the Products.

 

4. Intellectual Property. EuroMedica owns all proprietary rights in and to the EuroMedica brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the 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. EuroMedica reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the IP at any time, without limitation. All goodwill arising from Reseller’s use of the IP shall inure solely to the benefit of EuroMedica.

 

5. Termination. If Reseller violates any of the Terms, EuroMedica reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Reseller will immediately lose its status as an Authorized Reseller and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller or has any affiliation with EuroMedica; and (iii) using any IP.

 

6. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that EuroMedica will have no adequate remedy in money or other damages at law. Accordingly, EuroMedica shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms 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 the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by EuroMedica to exercise any right(s) herein shall constitute a waiver of any provision herein.

 

7. Miscellaneous. EuroMedica reserves the right to update, amend, or modify the Terms upon written or electronic notice to Reseller. 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 IP, or use of any other information or materials provided by EuroMedica to Reseller under the Terms following notice will be deemed Reseller’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 4 and 7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.