THOT NUTRITION AUTHORIZED RETAILER PURCHASE TERMS OF SERVICE
Thot Nutrition SRL (“Thot Nutrition”) has implemented these Thot Nutrition SRL Authorized Reseller Purchase Terms of Service (the “Terms”), which apply to Resellers of Thot Nutrition products in Romania and outside Romania. By purchasing Products (as hereinafter defined) from Thot Nutrition for retail sale, you (hereinafter “Reseller,” “you,” or “your”) agree to adhere to the Terms. Please read these terms carefully. Unless and until such status is otherwise revoked by Thot Nutrition, Reseller shall be considered an “Authorized Reseller” hereunder.
Thot Nutrition reserves the right in its sole discretion to approve or disapprove any application for Reseller status and to terminate any person’s status as a Reseller at any time for any reason or for convenience, and with or without notice. Upon termination, Reseller shall immediately cease any further purchase, resale or use of the Thot Nutrition products.
Reseller is granted the non-exclusive, non-transferable right to purchase Products from Thot Nutrition for resale to consumers in accordance with these Terms. The “Products” include only those Thot Nutrition products which are available for wholesale purchase from Thot Nutrition. Reseller is not authorized to resell any other products manufactured by or sold by Thot Nutrition. Reseller is, and always shall be, an independent contractor in all matters relating to these Terms, and shall not be deemed an agent, employee, franchise, or partner of Thot Nutrition. Reseller and its personnel will not be entitled to any of the benefits that Thot Nutrition may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits.
2. Terms of Sale.
(a) Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Reseller shall be handled pursuant to Thot Nutrition’s current Product order processing procedures, which may be amended by Thot Nutrition at any time in its sole and absolute discretion. Products shipped by Thot Nutrition will have a minimum shelf life of ninety (90) days from the day of order. Thot Nutrition reserves the right to reject any Purchase Order, in whole or in part, for any reason. Thot Nutrition reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Reseller, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to, or delete existing Products from, its product lines.
(b) Product Shipment. Title to the Products passes from Thot Nutrition to Reseller on shipment receipt from Thot Nutrition’s facility. Loss (including theft) or damage that occurs during shipping is the responsibility of Thot Nutrition up to the shipment receipt at Reseller address.
(c) Payment Terms. Reseller shall pay for the Products and shipping (if the parties agree on this) in advance upon placement of the Purchase Order. Payment may be made via bank transfer, or using a valid credit card, debit card, or other payment method offered through www.thotnutrition.com. A payment error, including, but not limited to, a failed charge or chargeback, may result in termination of Reseller’s status as a Thot Nutrition Authorized Reseller, as determined by Thot Nutrition in its sole discretion.
(d) Product Returns.
(i) Reseller may contact Thot Nutrition, if not satisfied with a purchase, to request a return. Thot Nutrition does not accept returns or provide refunds or credit on food or consumable products such as, but not limited to Oils, Protein Powders, Bars, RTD beverages, and Supplements. Thot Nutrition will not accept returns or issue credits for items returned to Reseller by Reseller’s customers. Other Products may be returned up to 30 days from the date Thot Nutrition received Reseller’s Purchase Order. Resellers purchasing through the Thot Nutrition Wholesale Direct program should contact Thot Nutrition within three (3) business days of documented delivery to request a return. Such returns are subject to a restock fee of $10 per unit and will only be accepted if the Products are new and unused, in their original unopened packaging. Reseller is responsible for shipping the Product to Thot Nutrition’s warehouse. After the returned Products are received at Thot Nutrition’s warehouse and confirmed by Thot Nutrition to be in above mentioned condition, Reseller will be refunded in the original form of payment, less the restock fee, which may take 30 days to process. Any shipping charges associated with your Purchase Order will not be refunded.
(ii) If Reseller’s Order is returned to Sender, is not a food Product, and it is in the condition required for product return, Thot Nutrition will refund Reseller in the original form of payment after the Products are received at Thot Nutrition’s warehouse, less the restock fee. Refunds may take 30 days to process.
(iii) In the event Reseller receives damaged, short-dated, or expired Products upon shipment from Thot Nutrition’s facility, Thot Nutrition requires Reseller to submit photographs showing the damage or expiration date. Such details must be submitted to Thot Nutrition within three (3) business days of documented order delivery. After Thot Nutrition confirms that the Products were damaged, short-dated, or expired upon shipment, Thot Nutrition will refund Reseller in the original form of payment. Refunds may take 7-12 business days to process. Reseller might be required to not return the Products to Thot Nutrition but shall instead destroy the damaged or expired Products and shall submit proof of destruction to Thot Nutrition. Reseller shall not offer damaged or expired Products for sale.
3. 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 any Product guarantees.
(a) 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 Thot Nutrition. 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. Reseller shall not engage in drop-shipping or similar selling practices.
(b) Geographic Location of Sales. Reseller shall not market, sell, ship, or invoice Products to customers outside Romania or to anyone Reseller knows or has reason to know intends to ship the Products outside Romania without the prior written consent of Thot Nutrition.
(c) Online Sales. Reseller shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, without the prior written consent of Thot Nutrition.
(d) Sales Practices and Inventory. Reseller will be solely responsible for all aspects of its operation, including human resources, information technology, insurance, and legal compliance. Reseller shall support Thot Nutrition’s sales programs and use best efforts to advertise, promote, market, and sell the Products to its authorized customers and, as applicable, meet or exceed minimum sales commitments. Reseller is prohibited from, either directly or indirectly through third parties, selling or distributing the Products through multi-level marketing, pyramid selling, network marketing, referral marketing, or similar selling practices. Reseller shall conduct its business in a reasonable, lawful, and ethical manner always, whether engaged in the sale of Thot Nutrition Products or other products, shall not engage in any deceptive, misleading, or unethical practices or advertising at any time nor make any warranties or representations concerning the Products except as expressly authorized by Thot Nutrition in writing. Reseller shall do nothing to bring the reputation of Thot Nutrition into disrepute. Reseller shall comply with 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.
(e) Product and Packaging Alterations Prohibited. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products, whether with Thot Nutrition products or other brands of similar products), and 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 shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products, or place any trademarks, logos or designs on the Products that are not approved in writing by Thot Nutrition. Reseller shall not advertise, market, display, or demonstrate non-Thot Nutrition products together with the Products in a manner that would create the impression that the non-Thot Nutrition products are made by, endorsed by, or associated with Thot Nutrition.
(f) Customer Service. Reseller shall exercise best efforts to achieve a high level of customer satisfaction. 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 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 Thot Nutrition. Reseller agrees to cooperate fully with Thot Nutrition in any investigation or evaluation of such matters.
4. Product Care and Quality Controls.
Reseller shall care for the Products as set forth herein.
(a) Product Storage and Handling. Reseller shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, on lower racks, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Thot Nutrition from time to time.
(b) Initial and Regular Product Inspections. Within three (3) days of receiving the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance such as mis-shipments or quantities outside of those which were on the purchase order (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 Defects to Thot Nutrition at email@example.com.
(c) Recalls and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller shall cooperate with Thot Nutrition with respect to any Product recall or other consumer safety information dissemination effort.
5. Warranty Disclaimer.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, ALL THOT NUTRITION PRODUCTS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THOT NUTRITION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR OTHERWISE.
6. Intellectual Property.
Reseller acknowledges and agrees that Thot Nutrition owns all proprietary rights in and to the Thot Nutrition brands, including, without limitation, Thot Aminos, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Thot Nutrition IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Thot Nutrition IP solely for purposes of marketing and selling the Products as set forth herein. Reseller’s use of the Thot Nutrition IP shall be in conformance with any guidelines specified by Thot Nutrition, including those contained within the Thot Nutrition Terms of Service, located at https:\\www.thotnutrition.com/terms-of-service. This license will cease upon termination of Reseller’s status as an Authorized Reseller. Thot Nutrition reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Thot Nutrition IP at any time, without limitation. All goodwill arising from Reseller’s use of the Thot Nutrition IP shall inure solely to the benefit of Thot Nutrition.
Thot Nutrition reserves the right to terminate Reseller’s status as an Authorized Reseller at any time for any reason or for convenience, and with or without notice. Upon termination, Reseller shall immediately cease (i) purchasing and selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Thot Nutrition Products or has any affiliation whatsoever with Thot Nutrition; and (iii) using all Thot Nutrition IP.
Reseller shall, and hereby does, indemnify, defend and hold Thot Nutrition harmless from any claims or damages (inclusive of Thot Nutrition’s attorneys’ fees) made against Thot Nutrition as a result of (a) any negligence, misrepresentation, error or omission on the part of Reseller or its representatives, (b) any claims, warranties or representations made by Reseller or Reseller’s employees or agents which differ from those made by Thot Nutrition on its products, (c) any claim by a customer relating to any support or services provided by Reseller or any contractor of Reseller relating to the Products, (d) any claim by an employee of Reseller for any cause of action, or (e) any breach of these Terms by Reseller.
9. Limitation of Liability.
THOT NUTRITION SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. THOT NUTRITION’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RESELLER TO THOT NUTRITION DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
10. Availability of Injunctive Relief.
Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 3 (Manner of Sale), 4 (Product Care and Quality Controls), 6 (Intellectual Property), or 7 (Termination), it is agreed and understood that Thot Nutrition will have no adequate remedy in money or other damages at law. Accordingly, Thot Nutrition 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 Thot Nutrition 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 Thot Nutrition’s right to fully enforce any or all provisions and parts thereof.
Thot Nutrition reserves the right to audit and/or monitor Reseller’s activities for compliance with the Terms, including, but not limited to, inspection of Reseller’s facilities and records concerning the Products.
(a) Modifications. Thot Nutrition 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 Thot Nutrition IP, or use of any other information or materials provided by Thot Nutrition to Reseller under the Terms following notice will be deemed Reseller’s acceptance of the amendments.
(b) Waiver. 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.
(c) Reseller Contact Information. Reseller agrees to maintain accurate and up-to-date company information and to promptly notify Thot Nutrition of any change to its telephone number, mailing address, or email address.
(d) Force Majeure. Thot Nutrition shall not be deemed to be in breach hereof or liable to Reseller in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Thot Nutrition’s control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, local or global pandemic, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Thot Nutrition’s suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
(e) Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
(f) Survival. The following provisions shall survive the termination of the Terms: Section 5 (Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing Law and Venue); Section 11(h) (Waiver of Jury Trial).
(g) Governing Law and Venue. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of Romania, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Reseller expressly submits to personal jurisdiction and venue in the courts of Bucharest, Romania.
(h) Waiver of Jury Trial. 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.
13. Pricing Policy.
Thot Nutrition has a unilateral Pricing Policy that applies to all authorized Resellers of Thot Nutrition Products. This Section is intended to inform you of the Pricing Policy. It does not constitute consideration for this agreement between you and Thot Nutrition and does not separately constitute an agreement between you and Thot Nutrition regarding the price you will charge your customers for the Products. Thot Nutrition does not seek, nor will it accept, from Reseller any assurance of compliance with the Pricing Policy
14. Authorized International Resellers.
The below terms apply to Authorized International Resellers approved via prior written agreement by Thot Nutrition and are in addition to the above policies.
National and international regulations may restrict or prohibit the shipment or importation of certain products into your country, or may impose duties, tariffs or other charges on such shipments or imports. We are not responsible for determining whether products that you order may lawfully be imported into your country. Each Reseller is solely responsible for ensuring that its resale of Thot Nutrition Products complies with all applicable laws, rules, regulations and orders in any jurisdiction or territory in which the Reseller operates or resells the Products. Reseller shall be solely responsible for complying with any and all import and export control laws and regulations of Romania and any other country or jurisdiction into which it has been permitted to distribute the Thot Nutrition Products.
Reseller shall be responsible for all taxes of any nature which become due with regard to resale of Thot Nutrition Products, including, but not limited to, all sales, use, VAT, and other taxes, but excluding taxes on Thot Nutrition’s income. In addition, Reseller shall pay all import and export duties, government permit fees, license fees, customs fees and similar fees levied as a result of the existence or operation of these Terms and any penalties, interest, collection costs and withholding costs associated with any of the foregoing. You must be aware that we have no control over any such additional costs and cannot predict in advance whether there will be any and, if so, how much they will be. We recommend that you contact your local customs office to thoroughly inquire about import regulations and applicable duties, tariffs, or other charges, and to obtain all necessary import permits, licenses, or authorizations, before you place your order.
Due to customs and export or import restrictions some Thot Nutrition Products may not be allowed for importation into certain countries, and some countries prohibit the sale of products containing certain ingredients. As a result, we may not be able to fulfill an order for such Products if you live in one of those countries. However, you remain solely responsible for determining if Products that you order can be lawfully imported into and sold in your country.
Resellers are responsible for the Products once their order has shipped including Products that may be rejected, confiscated, or destroyed by customs officials. We do not accept returns due to problems relating to not following customs regulations or any export rule, law, regulation, or order. We will not provide any refunds for any orders that are seized by customs officials, refused, or held for delivery, abandoned by the intended recipient, that cannot be delivered due to an address error, or that contain Products that cannot be sold in your country.
Thot Nutrition reserves the right to approve all online marketing and sales materials, including websites, blogs, and online stores pertaining to the Thot Nutrition Products prior to publication.