Reseller Agreement

Date: 01/01/2019, Vers: 0.1

This Agreement is made between Yuuto Nutrition LTD., a UK-based company (“Yuuto™”), and (“Reseller”).

Background. Yuuto Nutrition is a producer and seller of high-quality nutritional supplements, healthy foods and skin care products sold under the brand name Yuuto™. Reseller is an independent professional that wishes to purchase and resell Products to its clients. Yuuto™ Nutrition agrees to sell, and Reseller agrees to buy, Products on the terms set forth in this Agreement.

Agreement. The parties, intending to be bound, agree as follows.

  1. Purchase of Products. As a Reseller you can purchase Products as long as you are over 18 years old, have a valid method of payment, and agree to authorize us to charge that method of payment for products, taxes, shipping, and related handling fees. All of these fees are detailed in our shopping cart and ordering pages. Shipping costs and product prices are subject to change at any time and without advance notice to you. Yuuto Nutrition reserves the right to reject or cancel orders for any reason.
  2. Resale of Products. Reseller agrees as follows:
  • It will sell or provide Products only to end users of the Products.
  • It will not sell any Products after any expiration date on the Products’ label or otherwise provided by Yuuto™ Nutrition to the Reseller.
  • It not sells any Products that have been tampered with or are otherwise damaged.
  • You may sell Yuuto™ products in any country within the European Economic Area (EEA). All sales in other EEA countries must be done in accordance with local laws and regulations. You may not bring products outside of the EEA, personally or through a third-party shipper, with the intention of selling them.
  • You may not sell Yuuto™ products outside of the EEA.
  • It will not make false or misleading statements about Products or make any representations or claims with respect to Products that are not contained within or are inconsistent with Yuuto Nutrition literature describing Products.
  1. Return of Products. All returns must be authorized by Yuuto Nutrition. 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.
  1. Advertised Pricing. Yuuto Nutrition has implemented a minimum advertised price policy (“MAP Policy”). A copy of Yuuto Nutrition current MAP Policy is appended to this Agreement as Exhibit A, and shall be subject to change from time to time. Yuuto Nutrition 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.
  2. Internet Policy. The Reseller is not permitted to sell Yuuto™ Products to ecommerce site operators for resale to end users or to use fulfilled-by-Amazon (FBA) services (i.e., Amazon holds inventory and fulfils orders). The Reseller is not permitted to sell Products on auction sites such as eBay. The Reseller is not permitted to purchase keyword advertising on any internet site, such as Google, Yahoo, MSN Search, etc., using keywords that include Yuuto™ brand or refer to any Yuuto™ Products. The Reseller is not permitted to use Yuuto™ brand in any third-party online advertising copy or to link to, co-opt, add any variations or add on to any official Yuuto™ product pages on any marketplace platforms.The Reseller is permitted to use only a website that is branded as a site owned by the Reseller and Reseller must perform its own warehousing and fulfilment functions. The Reseller agrees to use on its website only content that is provided and/or approved by Yuuto™ Nutrition.
  1. Subject to Section 4, the Reseller is authorized to use Yuuto™ name and trademarks in the normal course of advertising and selling the Products. All trademarks on the Products or collateral materials supplied by Yuuto Nutrition are the property of Yuuto Nutrition Ltd. unless noted otherwise. The Reseller agrees not to remove or efface any labels or packaging, or to add additional labelling to the Products. Upon termination of this Agreement, the Reseller shall immediately cease representing itself as a Reseller of Yuuto Nutrition and shall cease use of all Yuuto™ names and trademarks, and any signs, web pages or other material identifying the Reseller as a Reseller of Yuuto™ Products shall be removed.
  1. Warranties: Limitation of Damages. Yuuto Nutrition expressly warrants that (i) all Products sold under this Agreement shall be manufactured in accordance with cGMP regulatory requirements, in a state of the art, FDA-registered and GMP-certified facilities, which meet our high quality standards and comply with all safety regulations and distributed worldwide; (ii) the Products are not adulterated; (iii) the Products contain the ingredients in the amounts that have been specified on the label; and (iv) the Products will be fit for consumption prior to the expiration date set forth on the Product packaging. Yuuto™ Nutrition shall indemnify the Reseller against all actions, proceedings, claims, demands, suits, damages, or expenses that result from breach of any of the foregoing warranties. YUUTO NUTRITION DISCLAIMS ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO COURSE OF DEALING, PROMOTIONAL MATERIALS OR PRODUCT DESCRIPTION SHALL BE DEEMED A WARRANTY OF ANY PRODUCTS. YUUTO NUTRITION MAKES NO INDEMNITY, REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT, EXCEPT FOR THE WARRANTIES AND INDEMNITIES SET FORTH IN THIS PARAGRAPH. YUUTO NUTRITION IS NOT LIABLE TO RESELLER OR ANY THIRD PARTY FOR PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THE RELATIONSHIP BETWEEN YUUTO NUTRITION AND THE RESELLER EVEN IF YUUTO NUTRITION HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
  1. Jurisdiction and applicable law: 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.
  1. Termination of the Agreement. Either party may terminate this Agreement upon 30 days written notice to the other party and Yuuto Nutrition may terminate at time immediately upon breach.
  1. Entire Agreement. 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.

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