Date Effective: May 24, 2023
Maximum Advertised Price Policy
Effective August 2019
As a condition of being an authorized dealer or distributor of Symphony Natural Health (“SNH”) products, whether brick and mortar, catalog or internet retailer (a “reseller”), the reseller shall comply with all of the following terms and conditions. Failure to do so will result in termination of status as a reseller of SNH products.
MAP Policy Terms and Conditions:
• MAP Policy. The reseller shall comply with the Maximum Advertised Price (“MAP”) policy that SNH maintains for its products. The MAP policy is applicable to all SNH resellers in the United States, Canada, Mexico, Central or South America.
• Advertised Price. The MAP policy applies to all advertisements for any SNH products in any and all media, including, but not limited to newspapers, magazines, catalogues, flyers, coupons, posters, mailers, inserts, email, internet and like electronic media, radio, television, billboards and all public displays. The MAP policy applies to the price at which SNH products are ADVERTISED for sale to individual consumers.
• MSRP. The MAP policy establishes a maximum and minimum advertised price equal to the Manufacturer’s Suggested Retail Price (“MSRP”). The MSRP is set by SNH as indicated by current published pricing supplied by SNH. The advertised price for any SNH product (whether or not the advertised price includes a discount) must be equal to the MSRP, unless pre-approved in writing by a National Sales Manager at SNH. SNH retains the right to modify the MSRP at any time and will notify all resellers of such price modifications. All resellers must implement such modifications within thirty (30) days from the date of receipt of such notice.
• Sales Price. The MAP policy does not apply to or limit actual sales price. Actual sales price for SNH product is within the reseller’s discretion.
• Affiliated resellers. Multiple reseller accounts under different business names or d/b/a’s, but under the control of a common parent corporation or other common owner(s), will be subject to the MAP policy. The reseller shall identify to SNH, in writing, all such affiliated resellers.
• Violation & Termination. A violation of the MAP policy is grounds for SNH to immediately terminate the reseller’s relationship with SNH and authorization to resell SNH products. Upon termination of a reseller’s relationship with SNH and authorization to resell SNH products, SNH shall repurchase, at the reseller’s cost, all SNH products that remain in merchantable condition (as determined by SNH in its reasonable discretion) less 20% restocking fee. The cost of return shipping for such product shall be borne by the reseller.
• General Terms & Conditions. General Terms & Conditions applicable to all resellers are set forth below.
General Terms & Conditions
• Marketing & Resale Limitations: The reseller shall not market or sell SNH products (i) via the internet, whether via the reseller’s website or a third party website, (ii) outside of the United States or Canada; or (iii) to any repurchaser or consumer located outside of the United States or Canada, in each case without the advance written consent of SNH, which consent SNH may withhold in its sole discretion.
• Acceptance: The reseller shall inspect all product delivered within two (2) days of delivery. If, in the course of such inspection, any of the product is found to be defective, the reseller may, within three (3) days of delivery, reject same by notifying SNH in writing thereof and returning such defective product to SNH. The cost of such return shall be borne by SNH, but in no event shall SNH be responsible for any amounts in excess of such cost. Upon receipt of such returned defective product, SNH shall, at its option, replace such returned defective product with product that is not defective or refund (or credit) the purchase price paid by the reseller therefor. If the reseller has not timely given notice of rejection and returned product as aforesaid (hereafter collectively, “notice of rejection”), the product shall be deemed accepted.
• Payment: The reseller shall pay all amounts due upon receipt of the applicable SNH invoice, except with respect to product for which notice of rejection is timely given pursuant to the Acceptance clause above. Payment shall be deemed made on the date SNH receives same. Commencing thirty (30) days after date of invoice, interest shall accrue at the rate of ten percent (10%) per annum on the unpaid balance, except with respect to amounts invoiced on account of product for which notice of rejection is timely given pursuant to the Acceptance clause above.
• Warranty & Liability: SNH warrants that the product shall be merchantable. SNH makes no other warranty, express or implied, including but not limited to any warranty of fitness for particular purpose or any similar or other warranty. In no event shall SNH be liable to the reseller for any special, indirect, incidental or consequential damages. In the event of a breach of warranty by SNH, SNH’s liability shall be limited to the purchase price paid by the reseller for the product that gave rise to such breach.
• Compliance with Laws: The reseller agrees to comply fully with all applicable federal, state, or local laws, rules, or regulations, including but not limited to laws and regulations concerning the retail sale of the product.
• Shipping and Risk of Loss: SNH shall cause the product to be shipped to the reseller. The reseller shall be liable for the cost of shipment. Title to the product and risk of loss thereof shall pass to the reseller upon SNH’s delivery of same to a common carrier for transportation to the reseller.
• Governing Law; Disputes: The foregoing terms and conditions, and any invoice(s) relating to the sale of SNH products to the reseller, shall be interpreted in accordance with the laws of the State of California. All claims and disputes between SNH and the reseller relating to the purchase or sale of SNH products, or otherwise, shall be settled by final and binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be in San Francisco, CA, before a single neutral arbitrator selected by the Association and approved by the parties (provided, no party may disapprove more than two proposed arbitrators). SNH shall be entitled to recover its attorney fees and costs incurred in enforcing the foregoing terms and conditions and any related invoice. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be confidential, final, conclusive and binding on the parties to the arbitration. Judgment may be entered in any court having jurisdiction. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: SNH reserves the right to amend the foregoing terms and conditions upon 15 days written notice to the reseller at any time.
• Entire Agreement: The foregoing terms and conditions, and any invoice(s) relating to the sale of SNH products to the reseller, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior representations or agreements, oral or otherwise, with respect thereto.