LANSINOH U.S. & CANADA AUTHORIZED RESELLER AND DISTRIBUTOR TERMS AND CONDITIONS

Effective April 1, 2021

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 and has established the U.S. & Canada Authorized Reseller and Distributor Terms and Conditions (the "Terms"). By purchasing Lansinoh products for purposes of resale as a Distributor or Reseller, and by continuing to act as a Distributor or Reseller, you agree to abide by these Terms. If you do not agree to these Terms, please do not act as a Distributor or Reseller, or cease doing so.

"Authorized Reseller" means any third party that (i) has executed a retailer agreement or distributor 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. 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 confidential information, trade secrets, inventions, designs, models, discoveries, patentable materials, product designs and packaging, domain names, trademarks, service marks, trade dress, and other brand materials and associated goodwill (e.g., logos, slogans, and corporate and product names), copyrightable works (e.g., advertisement copy or images), and marketing materials, and other intellectual property (collectively, “Intellectual Property"). Lansinoh Authorized Resellers and Authorized Distributors may not engage in co-branding of any Lansinoh product with or without the use of Intellectual Property without prior, express, written consent from Lansinoh as to each item that bears co-branding. 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, express, written consent. Any use of modified Intellectual Property is prohibited until Lansinoh reviews and approves the specific authorized item. Such use must also 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 mislead consumers or other buyers. For example, Lansinoh Authorized Resellers and Authorized Distributors may not lead any consumers or buyers to be confused as to the source of its products or to believe that the any non-Lansinoh products is in any way sponsored or endorsed by or associated with Lansinoh or are Lansinoh products. By way of example, Lansinoh Authorized Resellers and Authorized Distributors may not package any Lansinoh products with non-Lansinoh products or otherwise promote or sell them jointly. 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 prior, 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. 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

All Lansinoh Authorized Resellers and Authorized acknowledges that Reseller has been informed of Lansinoh’s Minimum Advertised Price (“MAP”) Policy as it applies to the advertisement for sale of Lansinoh MAP products from Resellers to End-Users in the United States. There is no agreement, express or implied, between Lansinoh and Reseller with respect to the advertised or resale pricing of products. If you have any questions regarding the Lansinoh MAP Policy please contact LansinohBrandProtection@lansinoh.com.

 

• Lansinoh MAP Policy
• Lansinoh MAP Pricing

7.Unauthorized Exports or Marketing in Other Countries

All Lansinoh Authorized Resellers and Authorized Distributors shall cooperate with Lansinoh in preventing the 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, express, written consent of Lansinoh.

You shall not advertise for sale or ship Lansinoh products outside of Canada for Canadian products or sell Lansinoh
products to any third party that advertises for sale or ships Lansinoh products outside of the Canada for Canadian products, in
each case without the prior, express, written consent of Lansinoh.

 

8.Quality Controls

Lansinoh Authorized Resellers and Authorized Distributors shall comply with all quality control standards, including, but not limited to, advertising, storage, and shipping requirements, as announced from time to time by Lansinoh.

9.Service

All Authorized Resellers and Authorized Distributors shall provide the highest level of customer service. Reseller and their sales personnel shall be familiar with all Lansinoh products marketed for sale and must obtain sufficient product knowledge to advise customers on the selection of the products, as well as any applicable warranty, guarantee, or return policy.

10.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.

 

11.No Public Advertising of Prices for Insurance Covered Breast Pumps

You may not publicly advertise prices for Covered Breast Pumps or related upgrades. You may not on an individual transaction basis disclose prices for Covered Breast Pumps or related upgrades before a consumer provides qualifying insurance information. "Covered Breast Pumps" mean Lansinoh's electric or double electric personal use breast pumps 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 Breast Pumps or any other Lansinoh products not intended for retail sale or marked for commercial health insurance or government-sponsored programs.

 

12.Recalls

Lansinoh Authorized Resellers and Authorized Distributors agree to cooperate with Lansinoh with respect to any product recall or other consumer safety information dissemination effort.

 

13.Customer Returns

Customers who wish to return full case product to Lansinoh will be required to pay for all shipping expenses related to the return. In addition, a 15% restocking fee will be charged for any customer return.

Lansinoh will not accept expired or damaged products as legitimate returns. Lansinoh also requires written approval of the return authorization from either a Lansinoh or Emerson employee prior to the product being returned. This approval will replace having a specific RGA #.

 

14.General Terms

These Terms are effective immediately 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.

This Policy applies to all resales of Lansinoh Products. Regardless as to where the Products were acquired, either directly from Lansinoh, through an Authorized Distributor or Authorized Reseller, or some other procurement method, all resellers must comply with the terms of this Policy. “Authorized Reseller" means any third party that (i) has executed a retailer agreement or distributor agreement with Lansinoh for purposes of resale; and (ii) has been selected by Lansinoh as an Authorized Reseller and has not had its Authorized Reseller status revoked by Lansinoh.