Distributor Agreement

Date: 01/01/2019, Vers: 0.1

  1. Yuuto™ Nutrition Ltd manufactures, advertises, markets, sells, and distributes high-quality, nutritional supplements, healthy foods and skin care products (the “Products”) which are specified in Exhibit B hereto and registered separately by Trade Account Registration Form. Exhibit B will be updated from time to time by Yuuto™ Nutrition Ltd sole discretion. The Products are branded under the trademark specified in Exhibit B hereto and other trademarks, which it may from time to time adopts (the “Marks”). Distributor desires to purchase, advertise, market, sell and distribute such Products.
  2. Distributor represents and warrants that it accurately completed all information in the form set forth as Trade Account Registration Form hereto correctly and completely. Distributor represents and warrants that it has full power, authority and legal capacity to enter into this Agreement and bind such company, sole trader or organisation.
  3. Distributor acknowledges that: (a) the Marks are owned by and constitute valuable property of Yuuto™ Nutrition Ltd; (b) that Yuuto™ Nutrition Ltd has the exclusive right to restrict, limit, and otherwise control use of the Marks; and (c) that certain abuses exist in the market which undermine the integrity and value of the Marks and the Products, specifically, in the use of the Marks or some variation thereof in connection with the advertising, promotion, marketing or sales of the Products through the Internet which irreparably harm Yuuto™ Nutrition Ltd.
  4. The restrictions in this Agreement apply to all sales of the Products or the use of the Marks in connection with the advertising, promotion, marketing and sales of the Products, including Products previously purchased from Yuuto™ Nutrition Ltd, whether delivered or not, and all Products which Distributor is permitted to sell under any currently existing agreement(s), or in the future under this, or any other agreement with Yuuto™ Nutrition Ltd.
  5. Distributor shall not advertise, offer, market, distribute or sell the Products or exploit the Marks in any manner on or through Internet Search Engines or Directories.
  6. Yuuto™ Nutrition Ltd has implemented a minimum advertised price policy (“MAP Policy”) specified in Exhibit A hereto. A copy of Yuuto’s current MAP Policy is appended to this Agreement, and shall be subject to change from time to time. Yuuto™ Nutrition Ltd neither solicits nor will it accept any assurance of compliance with the MAP Policy. The MAP Policy does not apply to the price at which Products are actually sold.
  7. (a) Distributor shall NOT include any Product trademark, or similar variations, in the meta tags and similar devices of any web site HTML code. (b) Distributor may not purchase, obtain or use any keywords from Search Engines, so as to redirect traffic to the Distributor’s web site or any other web site; (c) Distributor may not purchase the Marks, or any variations thereof, for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign; (d) Distributor may not purchase or obtain additional domain names (URLs) with any part of the Marks, or any variations, included as part of the address. Ownership of all domain names Distributor currently uses which include the Marks and all variations, must be transferred to Yuuto™ Nutrition Ltd no later than 30 days after execution of this Agreement; and (e) Distributor may not outsource Search Engine marketing efforts to any third party.
  8. Distributor shall not make any structure-function claims for the Products without the prior approval of Yuuto™ Nutrition Ltd. Distributors shall not repackage or relabel the Products or in any way modify the packaging, labelling or any other aspect of the Products. Distributors shall submit proposed advertising copy to Yuuto™ Nutrition Ltd for approval prior to use. Yuuto™ Nutrition Ltd shall have 10 business days to reject or modify such copy after which Distributor may assume such copy is acceptable to Yuuto™ Nutrition Ltd.
  9. (a) Yuuto™ Nutrition Ltd warrants to Distributor that the Products sold by it shall conform to the description of the Products as provided to Distributor by Yuuto™ Nutrition Ltd in its standard Product catalog at time of shipment to Distributor. Yuuto™ Nutrition Ltd sole obligation and Distributor’s exclusive remedy under these warranties is for Yuuto™ Nutrition Ltd to replace the defective Product if the problems are reported during the warranty period. If Yuuto™ Nutrition is unable to replace any such Products, Yuuto™ Nutrition Ltd will refund the Product price; (b) Yuuto™ Nutrition Ltd will have no responsibility under any warranties or for any damages to the Products if the Products are: (i) improperly handled after delivery to carrier in good order; (ii) subject to extreme atmospheric conditions; (iii) misused in any manner; (iv) modified in any way, including but not limited to by incorporation into or integration with other Products; (v) not used in accordance with accompanying instructions, industry standards and practices; or (vi) used for a different purpose than intended. EXCEPT AS EXPRESSLY SET FORTH, YUUTO™ NUTRITION LTD MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS XPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE; THE MAXIMUM LIABILITY OF COMPANY HEREUNDER SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY; (c) Distributor represents and warrants that: (i) Distributor is purchasing the Product for resale to Distributor’s customers; (ii) Distributor will not request delivery of any Product to an area that Yuuto™ Nutrition Ltd has indicated is not a valid destination for shipment; and (iii) Distributor has obtained all necessary licenses, permits and privileges required for the purchase of a Product for all applicable jurisdictions.
  10. All returns must be authorized by Yuuto™ Nutrition Ltd. We cannot accept returns of opened, expired or marked products. Products returned within 30 days of ship date will be fully credited to your account. Products returned between 31 and 60 days of ship date will be charged a 20% restocking fee.  Products returned between 61 and 90 days of ship date will be charged a 40% restocking fee.  No returns after 90 days.  No refunds on shipping charges.  All prices subject to change without notice.
  11. Either party may terminate this Agreement upon 30 days written notice to the other party and Yuuto™ Nutrition Ltd may terminate at time immediately upon breach.
  12. The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  13. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and any pre-existing written or oral agreements between the parties with respect to the subject matter of this Agreement are expressly cancelled and are superseded by this Agreement.
  14. I have read this Agreement, acknowledge receiving and reading all documents incorporated by reference, and agree to abide by and be bound by the terms contained therein.

Exhibit A

Minimum Advertised Price Policy (MAP)

Date: 01/01/2019, Vers: 0.1 

Yuuto Nutrition LTD. (“Yuuto™”) has determined that its interests are best served by adopting a minimum advertised price (“MAP”) policy. This MAP policy is designed to (i) support the Yuuto™ brand as a premium offering; and (ii) assure that our professional resellers are incentivized to provide desirable pre-sales and post-sales services to the end-users of our products. Yuuto Nutrition is confident that this policy will strengthen its competitiveness and benefit all of the professionals who resell our products.

Policy Coverage.

This MAP policy applies to all resellers of the Yuuto™ products identified by Yuuto Nutrition as being covered by this policy, regardless of channel of sale, who sell, directly or indirectly, to end-users located in the United Kingdom. Yuuto Nutrition will, without assuming any liability, unilaterally impose sanctions as described in this policy against resellers who advertise Yuuto™ products at prices below those specified herein.

This MAP policy applies only to minimum advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the unilateral minimum resale prices established by Yuuto Nutrition from time to time. The policy applies to all advertisements of Yuuto™ products in all media including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogues, mail order catalogues, Internet or similar electronic media, television, radio and public signage.

Minimum Advertised Price.

A reseller shall be in violation of this MAP policy if it offers Yuuto™ products for sale at a net adjusted price less than the MAP established by Yuuto Nutrition. The term “net adjusted price” means the advertised price after taking into account all discounts, deductions, coupon offerings, rebates or allowances (except such rebates or other promotions that are provided by Yuuto Nutrition). Charges for taxes, shipping, delivery and insurance shall be excluded in determining the net adjusted price. The current listing of products and applicable MAP prices are https://www.yuutonutrition.com/

The products covered by this MAP policy and the MAP may be changed from time to time at Yuuto Nutrition sole discretion. Yuuto Nutrition resellers are responsible for remaining current with MAP policy, products and pricing.

Policy Violations.

In the event a reseller chooses not to follow the Yuuto™ MAP policy, sanctions will be unilaterally imposed by Yuuto Nutrition.

Violations of MAP policy shall be determined by Yuuto Nutrition in its sole discretion. This MAP policy will be uniformly enforced. Yuuto Nutrition will not accept any communication from a reseller who has violated this MAP policy regarding the violation or the willingness of the reseller to bring its prices or practices into compliance with the MAP policy.

Policy Modifications.

Yuuto Nutrition reserves the right at any time to modify, suspend, or discontinue the MAP policy in whole or in part or designate promotional periods during which the terms of the policy may change.

Unilateral Action.

This policy has been unilaterally adopted by Yuuto Nutrition. Yuuto Nutrition is not seeking agreement from any reseller to adhere to this MAP policy. It is entirely within the discretion of the reseller whether to comply or not comply. Yuuto Nutrition will not discuss any conditions of acceptance related to this MAP policy, as it is non-negotiable, and will not be altered for any reseller. Yuuto Nutrition neither solicits, nor will it accept, any assurance of compliance with this MAP policy. Nothing in this MAP policy or in any other contract or Agreement with Yuuto Nutrition shall constitute an agreement between Yuuto Nutrition and the reseller that the reseller will comply with this MAP policy.

Effective Date.

This MAP policy is effective 01/01/2019.

Contact Information.

YUUTO NUTRITION SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS MAP POLICY.

All questions or comments regarding this MAP policy are to be directed to the policy administrator at [email protected] The policy administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to resellers regarding the policy and receiving any communication regarding sanctions imposed under this policy

Exhibit B – Products

  • REVIVE MALE ENHANCEMENT
  • RELIGHT FEMALE ENHANCEMENT
  • RESTORE HAIR SKIN AND NAILS
  • PROBIOTIC 40 BILLION CFU
  • DIGESTIVE PRO ENZYME BLEND
  • ARTICULAR BONE AND JOINT HEALTH
  • SANITY UNIVERSAL NOOTROPIC
  • SLIMXFIT DIET AND WEIGHT LOSS
  • ERIKA PREMIUM WOMEN’S MULTIVITAMIN
  • AKIRO PREMIUM MEN’S MULTIVITAMIN
  • DESTRESS ANTI-ANXIETY/STRESS
  • NITE NITE NATURAL SLEEP AID
  • CRYSTALLINE VISION ENHANCEMENT
  • ALL IN ONE – DAILY MULTIVITAMIN
  • B-12 VITAMIN 1,000MCG
  • ANTI-AGING CREAM 50ML
  • ANTI-WRINKLE CREAM 50ML
  • DAILY MOISTURIZER CREAM 50ML