Effective April 1, 2021
LANSINOH U.S. AUTHORIZED RESELLER AND DISTRIBUTOR
TERMS AND CONDITIONS
Lansinoh Laboratories, Inc. ("Lansinoh"), wishes to protect the Company’s brand reputation and to establish guidelines for its trusted resellers and distributors of our products called the U.S. Authorized Reseller and Distributor Terms and Conditions (the "Terms"). By purchasing Lansinoh products for purposes of resale as a Distributor or Reseller, you hereby agree to abide by these Terms.
"Authorized Reseller" means any third party that (i) has executed a retailer agreement with Lansinoh or has purchased Lansinoh products from Lansinoh or a Lansinoh Authorized Distributor for purposes of resale and is subject to these Terms; and (ii) has been selected by Lansinoh as an Authorized Reseller and has not had its Authorized Reseller status revoked by Lansinoh.
"Authorized Distributor" means any third party that (i) has executed a distributor agreement with Lansinoh and (ii) has been selected by Lansinoh as an Authorized Distributor and has not had its Authorized Distributor status revoked by Lansinoh.
To be eligible for consideration and to remain as a Lansinoh Authorized Reseller or Distributor, each entity must adhere to these Terms at all times.
- 1. Full Disclosure of Business Information and Selling Operations
All Lansinoh Authorized Resellers and Authorized Distributors must report to Lansinoh accurate business information regarding each entity and any affiliates and to further disclose all affiliated retail, distribution and E-commerce locations or platform, including all websites, apps and social media platforms, that sell or advertise any Lansinoh products throughout the term.
All Lansinoh Authorized Resellers and Authorized Distributors must promptly inform Lansinoh in writing of any new or modified information or locations at the following email: email@example.com
Any retail, distribution, E-commerce or other locations that are not reported will not be considered Authorized Resellers or Authorized Distributors.
- 2. Lansinoh's Intellectual Property
All Lansinoh Authorized Resellers and Authorized Distributors must comply with Lansinoh's policies regarding its brand and trademarks, other intellectual property and marketing materials (collectively, “Intellectual Property"), including the prohibition of unauthorized use of Lansinoh trade dress, trademarks, patents, copyrighted materials or any other marketing or brand or product images and content of Lansinoh. Lansinoh Authorized Resellers and Authorized Distributors may not engage in co-branding of any Lansinoh product with or without use of Intellectual Property without prior written consent from Lansinoh. Lansinoh Authorized Resellers and Authorized Distributors may only use Intellectual Property that is expressly made available to them for use by Lansinoh. Any use of unauthorized Intellectual Property is strictly prohibited. Intellectual Property may not be altered or modified without Lansinoh's prior written consent and any use must be in compliance with Lansinoh quality standards.
- 3.Authorized Reseller Sales Only to Consumers
Authorized Resellers may only sell Lansinoh products to consumers and are strictly prohibited from selling any Lansinoh products to any distributors, B2B accounts, wholesalers, or any other resellers.
- 4.Sales Conditions
Lansinoh Authorized Resellers and Authorized Distributors may not advertise or sell non-Lansinoh products in a manner that would lead consumers or other buyers to believe that the non-Lansinoh products in any way associated with Lansinoh or are Lansinoh products. In addition, at no time may any Lansinoh Authorized Resellers and Authorized Distributors mislabel Lansinoh products or represent Lansinoh products as another brand.
All Lansinoh Authorized Resellers and Authorized Distributors must make all sales via publicly accessible websites, apps or e-commerce platforms owned or operated by them and that have previously been disclosed to Lansinoh. All Lansinoh Authorized Resellers’ and Authorized Distributors’ websites must disclose the full name and contact information for their business. Authorized Distributors may only sell to Authorized Resellers.
Lansinoh Authorized Resellers and Authorized Distributors may not alter or modify original Lansinoh packaging at any time, repackage any Lansinoh product, or re-SKU Lansinoh products, without Lansinoh’s express written permission. Notwithstanding such prohibition, Lansinoh Authorized Resellers and Authorized Distributors may bundle different Lansinoh products or put multiple SKU Lansinoh products together for multi-packs. Lansinoh Authorized Resellers and Authorized Distributors further agree to not market or sell any expired Lansinoh products.
Lansinoh Authorized Resellers and Authorized Distributors must comply with all applicable laws, rules, regulations and policies related to advertising, sales and marketing, as well as the proper use of Lansinoh products.
Selling on or through 3rd party marketplace sites or drop-ship accounts (such as Amazon.com, Walmart.com, Buy.com, Overstock.com Groupon.com), is prohibited and Lansinoh Authorized Resellers and Authorized Distributors are liable to Lansinoh for the full value of any sales made in violation of this provision unless expressly approved in writing by Lansinoh.
- 5.Authorized Distributors’ Reports
All Lansinoh Authorized Distributors must provide to Lansinoh in arrears on a monthly basis sales information for Lansinoh products by SKU and location. Lansinoh reserves the right to perform an audit of Authorized Distributors’ financial statements pertaining to Lansinoh sales to ensure compliance upon written notice.
- 6.Lansinoh's Minimum Advertised Price Policy
Lansinoh has a U.S. Minimum Advertised Price Policy that applies to all Authorized Resellers and Authorized Distributors. The Lansinoh MAP policy & pricing are detailed here and will be updated by the 1st day of each fiscal quarter
- 7.Unauthorized Exports or Marketing in Other Countries
All Lansinoh Authorized Resellers and Authorized Distributors shall cooperate with Lansinoh in preventing unauthorized exportation of Lansinoh products. You shall not advertise for sale or ship Lansinoh products outside of the U.S. or sell Lansinoh products to any third party that advertises for sale or ships Lansinoh products outside of the U.S., in each case without the prior written consent of Lansinoh.
- 8.Bulk Sales by Authorized Resellers
Lansinoh breast pumps may not be sold in bulk by Authorized Resellers. "Bulk" is defined as more than three (3) pump units in a single transaction. Authorized Resellers shall use reasonable efforts to identify suspicious purchase patterns (e.g., frequent purchases by an individual) and report the same to Lansinoh.
- 9.No Public Advertising of Prices for Insurance Covered Breastpumps
You may not publicly advertise prices for Covered Breastpumps or related upgrades. You may not on an individual transaction basis disclose prices for Covered Breastpumps or related upgrades before a consumer provides qualifying insurance information. "Covered Breastpumps" mean Lansinoh's electric or double electric personal use breastpumps or other products or services provided to consumers, the costs of which are, in full or in part, covered by commercial health insurance or government sponsored programs You may not advertise, offer for sale or sell to the general public Covered Breastpumps or any other Lansinoh products not intended for retail sale or marked for commercial health insurance or government sponsored programs.
Lansinoh Authorized Resellers and Authorized Distributors agree to cooperate with Lansinoh with respect to any product recall or other consumer safety information dissemination effort.
- 11.General Terms
These Terms are effective as of April 1, 2021 and supersede any previous reseller or distributor policy. These Terms are subject to change by Lansinoh at any time. The continued purchase of Lansinoh products for sale to end users (if an Authorized Reseller) or for sale to Authorized Resellers (if an Authorized Distributor), following the notice of these Terms or any such changes constitutes your acceptance of these and any amended Terms.
Failure to comply with these Terms will be deemed to be a breach and will result in suspension or termination of the Authorized Reseller’s and Authorized Distributor’s status, in addition to other available remedies. No failure or delay by Lansinoh in exercising any right, power or privilege shall operate as a waiver thereof. Lansinoh may change the Terms at its own discretion at any time subject to written notice.