Reseller Policy
NewFlora LLC. POLICY FOR AUTHORIZED RESELLERS
This Policy for Authorized Resellers, hereinafter referred to as the "Policy," is applicable to all individuals or entities acting as Authorized Resellers ("Resellers") of NewFlora LLC. ("NewFlora LLC"), doing business as NewFlora, and its products ("Products"). This Policy shall be effective immediately upon acceptance. By purchasing Products from NewFlora for retail sale, you ("Reseller") agree to abide by the terms and conditions outlined below:
Sales Approach
Resellers are authorized to offer Products purchased from NewFlora for retail sale, adhering to the terms herein. Selling Products in violation of these terms is strictly prohibited and may lead to the immediate revocation of Reseller's Authorized Reseller status by NewFlora, along with other applicable remedies. Products sold to unauthorized individuals or through unauthorized channels, including unauthorized websites, will not qualify for certain NewFlora promotions, services, and/or benefits, except where prohibited by law, including coverage under any NewFlora Product guarantees.
Sale Limitations
Resellers are required to sell Products exclusively to end-users of the Products. Selling quantities of Products greater than those typically bought for personal use by an individual is not permitted.
International Sales
Resellers must obtain written consent from NewFlora before selling, shipping, invoicing, or promoting the Products outside the United States.
Resale Prohibition
Resellers are strictly forbidden from selling or transferring any Products to any person or entity for resale without the prior written consent of NewFlora. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Resellers, or any other person or entity Reseller knows or has reason to believe intends to resell the Products.
Online Sales
Resellers must obtain written consent from NewFlora, which is solely granted through execution of the Authorized Online Reseller Agreement, before marketing or offering the Products for sale on any website or fulfilling sales of Products through any website. Selling on or through third-party marketplace sites or via social media or Internet forums is strictly prohibited without prior written consent from NewFlora.
Product Inspection
Resellers are required to inspect Products for damage, defects, evidence of tampering, or other non-conformance upon receipt and during storage. Reseller must confirm that product seals remain intact. If any defects are identified, Reseller must not offer the Product for sale and must report the issue to NewFlora.
Product Storage and Handling
Resellers shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, following any additional storage guidelines specified by NewFlora.
Prohibition of Alterations
Resellers shall sell Products in their original packaging, with all seals intact. Any relabeling, repackaging, or other alterations to the Products or their packaging are strictly prohibited. Tampering with identifying information on Products or packaging is also forbidden.
Recall and Consumer Safety
Resellers must communicate all safety information to consumers and cooperate with NewFlora in case of any Product recall to ensure the safety and well-being of end-users.
Customer Service
Resellers must be knowledgeable about each Product kept in inventory and provide accurate descriptions, demonstrations, and guidance on safe and proper usage to end-user customers. Timely responses to customer inquiries are expected, and professional conduct that upholds NewFlora's reputation is essential.
Consumer Confusion
Resellers are prohibited from advertising, marketing, displaying, or demonstrating non-NewFlora products alongside NewFlora Products in a manner that creates the impression of association or endorsement by NewFlora.
Compliance with Applicable Laws
Resellers must comply with all applicable laws, rules, regulations, and policies concerning the advertising, sale, and marketing of the Products.
Use of NewFlora Intellectual Property
Resellers are granted a limited, non-exclusive, non-transferable, revocable license to use NewFlora's intellectual property solely for marketing and selling the Products. This license will cease upon termination of Reseller's Authorized Reseller status.
Termination
In case of any violations of the terms outlined in this Policy, NewFlora reserves the right to terminate Reseller's status as an Authorized Reseller. Upon termination, Reseller must discontinue selling the Products and any association with NewFlora.
Availability of Injunctive Relief
If a breach or threatened breach of this Policy occurs, NewFlora may seek injunctive relief and other equitable remedies, in addition to any other remedies available.
WARRANTY DISCLAIMER
NewFlora disclaims all warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
Modification
NewFlora retains the right to update, amend, or modify this Policy at its discretion.
Miscellaneous
This Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Missouri. In the event of any disputes, Reseller submits to the personal jurisdiction and venue of federal or state courts in Missouri. If any provision of this Policy is held contrary to law, the remaining provisions shall remain valid.
Unilateral Minimum Resale Price Policy ("UMRP Policy")
NewFlora has a UMRP Policy applicable to all resellers of NewFlora Products within the United States. This paragraph serves to inform Resellers of the UMRP Policy but does not constitute a separate agreement regarding pricing between Resellers and NewFlora. No assurance of UMRP Policy compliance is sought or accepted from Resellers by NewFlora.