Authorized Reseller Policy
This John Boos & Co. Authorized Reseller Policy for the United States (“Reseller Policy”) is issued by John Boos & Co. (“John Boos”) and applies to Authorized Resellers of John Boos products (“Product(s)”) in the United States of America. By purchasing Products from John Boos for resale, you (“Reseller”) agree to adhere to the following terms. This Reseller Policy supplements any then-current Reseller agreement between you and John Boos. Until such status is otherwise revoked by John Boos, in John Boos’ sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.” John Boos may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.>
1. AUTHORIZED CUSTOMERS
Reseller is authorized to sell Products only to End Users in the United States. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party in an uninstalled state. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products without John Boos’ prior written consent. Reseller shall not sell, ship, or promote the Products outside the United States of America without John Boos’ prior written consent. Reseller shall adhere to any instructions from John Boos regarding permissible customers for specific Products or Product lines.>
2. ONLINE SALES
(a) Reseller is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:
(i) is operated by Reseller in Reseller’s legal name or registered fictitious name;
(ii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Google Shopping, Target+, and Walmart Marketplace); and
(iii) is operated in compliance with the John Boos & Co. Online Sales Guidelines, attached as Exhibit A, as John Boos may amend from time to time.
(b) Reseller shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of John Boos.
(c) John Boos reserves the right to terminate, at any time and in its sole discretion, its approval for Reseller to offer for sale and sell Products on the Permissible Public Websites, and Reseller must cease all such offering for sale and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Reseller Policy supersede any prior agreement between John Boos and Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by John Boos to sell the Products on or through a website, mobile application, or other online forum is revoked.>
3. SALES PRACTICES
Reseller shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by John Boos. Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business and/ or (b) related to the marketing and sale of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of John Boos or the Products. Reseller shall not advertise Products not carried in inventory. Reseller shall only purchase Products from John Boos.>
4. PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS
Reseller shall comply with the John Boos & Co. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit A, as John Boos may amend from time to time.>
5. INTELLECTUAL PROPERTY
(a) Reseller acknowledges and agrees that John Boos owns all proprietary rights in and to the John Boos and Boos Block brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “John Boos IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the John Boos IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the John Boos IP shall inure solely to the benefit of John Boos.
(b) Reseller’s use of the John Boos IP shall be in accordance with any guidelines that may be provided by John Boos from time to time and must be commercially reasonable as to the size, placement, and other manners of use. John Boos reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the John Boos IP at any time, without limitation. In marketing the Products, Reseller shall only use images of Products either supplied by or authorized by John Boos and shall ensure that all Product images and descriptions are accurate and up to date.
(c) Reseller shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any John Boos product name or trademark, nor a misspelling or confusingly similar variation of any John Boos product name or trademark.>
John Boos may terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of John Boos Products or has any affiliation whatsoever with John Boos; and (iii) using all John Boos IP.>
John Boos may amend this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the John Boos IP, or use of any other information or materials provided by John Boos to Reseller will be deemed Reseller’s acceptance of the amendments.>
EXHIBIT A: ONLINE SALES GUIDELINES
- The Permissible Public Websites must not give the appearance that they are operated by John Boos or any third party.
- Anonymous sales are prohibited. Reseller’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
- At John Boos’ request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
- The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Reseller shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Reseller’s sale of the Products to John Boos for review upon request. Reseller agrees to cooperate with John Boos in the investigation of any negative online review associated with Reseller’s sale of the Products and to use reasonable efforts to resolve any such reviews. Reseller shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Reseller to disclose identifying information about its customers to John Boos.
- The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
- Reseller shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
- Except where Reseller has entered into a drop-shipment arrangement with John Boos whereby John Boos ships Products on Reseller’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Reseller permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Reseller’s.
EXHIBIT B: PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS
- Comply with all instructions provided by John Boos regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a dry place, away from direct sunlight.
- Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.
- Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.
- Do not advertise or resell as “new” any Product that has been returned opened or repackaged.
- Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to your John Boos representative.
- Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable warranty or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
- Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by John Boos. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. John Boos reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to John Boos. Cooperate with John Boos in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
- Cooperate with John Boos with respect to any Product tracking systems that may be implemented from time to time.
- Cooperate with John Boos with respect to any Product recall or other consumer safety information dissemination efforts.
- Implement commercially reasonable loss prevention and anti-diversion measures.
- Report to John Boos any customer complaint or adverse claim regarding the Products and assist John Boos in investigating any such complaints or adverse claims.
- Cooperate with John Boos in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.