HUYNHSLOUKAS LLC, a Washington limited liability company, DBA HnL Foods (hereinafter “HnL Foods”) is the manufacturer of Fix Hot Sauce products. HnL Foods hereby adopts the following Authorized Reseller Policy (the “Policy”) to protect the long-term strength and integrity of the Fix Hot Sauce brand.
Effective immediately, only Authorized Resellers may sell Fix Hot Sauce products on eCommerce third-party marketplaces, such as Amazon. Authorized Resellers are merchants who are vetted by HnL Foods for adherence to its quality control standards and who are given written approval to sell Fix Hot Sauce products on eCommerce third-party marketplaces (hereafter, “Authorized Reseller” or “Authorized Resellers”). Any reseller who wishes to sell Fix Hot Sauce products on eCommerce third-party marketplaces must obtain prior written approval from HnL Foods.
All Authorized Resellers accept and are bound by the terms and conditions of this Policy, which detail the channels and methods in which they are authorized to sell HnL Foods products. These terms and conditions are subject to change by HnL Foods without prior written notice at any time. HnL Foods and its Authorized Resellers are individually a “Party” and together are the “Parties.”
Terms and Conditions
- Authorization. Authorized Resellers can advertise and sell HnL Foods Products (the “Product” or “Products”) to end customers in the United States of America, in brick-and-mortar locations, and on their own Internet URL locations approved by HnL Foods.
- Third-Party Internet Marketplace Sales. Authorized Resellers are prohibited from selling Fix Hot Sauce products on internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Alibaba, Newegg, Craigslist, Rakuten, Sears, unless Authorized Resellers obtain written permission from HnL Foods authorizing them to sell on specific internet marketplaces and under specific seller names. HnL Foods may revoke or amend an Authorized Reseller’s internet marketplace authorization by sending notice to Authorized Reseller and such revocation or amendment shall become effective upon delivery of such notice.
- End Customers. Product purchased by Authorized Resellers are intended for sale to end customers only. Accordingly, Authorized Resellers will advertise and resell the Product to end customers only. End customers are customers who purchase the Product for their personal use or consumption. Authorized Resellers are prohibited from reselling the Product to other sellers, retailers, or distributors without prior written approval from HnL Foods
- Geographic Territory. The authorization granted to the Authorized Resellers by this Policy is limited to the United States without exclusive right to any specific territory. Authorized Resellers must obtain prior written approval from HnL Foods to market, resell, gift, or export the Product outside the United States. Authorized Resellers must also obtain prior written approval from HnL Foods to import the Product into the United States. Authorized Resellers are prohibited from reselling the Product to buyers who the Authorized Resellers know, or reasonably should have known, have the intent to export the Product outside the United States.
- Quality Control. Authorized Resellers acknowledge the importance of upholding the good reputation of HnL Foods and its Products. Accordingly, Authorized Resellers must comply with all applicable federal, state, and local laws and regulations. Authorized Resellers must also agree to adhere to the highest quality control standards in performing their obligations under this Policy, including the following standards established by HnL Foods:
- Provide Accurate Information. Authorized Resellers will offer customer service in a timely, diligent, and professional manner to customers who purchase the Product. Authorized Resellers will use commercially reasonable efforts to ensure customer satisfaction, increase customer loyalty, and preserve customer trust in the Fix Hot Sauce brand.
- Product Storage. Authorized Resellers will store the Product in secure facilities and in a manner that prevents damage to the Product or its packaging.
- Original Packaging. Authorized Resellers will only sell Products in their original unaltered, undamaged, and sealed packages with all original markings, documents, and identifying information intact. Authorized Resellers will not sell Products that are marked “used,” “open box,” or with any other similar descriptors. Authorized Resellers are prohibited from selling Products that have original labels replaced, altered, destroyed, or bundles made up of items meant to be sold individually or as part of a larger package; such packages are considered altered and will not qualify for refunds, exchanges, or HnL Foods product warranties.
- Damaged Product. Authorized Resellers will destroy, at their own expense, Product that HnL Foods determines is altered, damaged, or does not meet HnL Foods quality standards.
- No Brand Commingling. Authorized Resellers will not advertise or display the Product with non- HnL Foods products in a manner that creates the impression that the non- HnL Foods products are made by, endorsed by, or associated with HnL Foods. Such commingling of brands is likely to cause customer confusion and is prohibited.
- Bundles and Multipacks. Authorized Resellers will not create, or advertise, bundles or multipacks without the prior written authorization from HnL Foods.
- Quality Control Audit. HnL Foods may conduct quality control audits of its Authorized Resellers’ advertising, promotional materials, product images, and any documents related to the marketing and advertising of the Product to determine whether the use of the Product and Intellectual Property meet the standards, specifications, and directions approved by HnL Foods. When requested, Authorized Resellers will provide HnL Foods with samples of advertising, promotional materials, product images, and any other documents for review.
- Product Recall. If Product recall is necessary, Authorized Resellers will cooperate with HnL Foods to conduct the recall.
- Drop Shipping. Order fulfillment by drop shipping is prohibited without prior written approval from HnL Foods.
- Additional Quality Control Standards. HnL Foods has the right to issue additional quality control standards to protect the reputation of its brands and ensure commercial success of its Products. All Authorized Resellers agree to abide by all additional quality control standards issued by HnL Foods.
- Customer Service. Authorized Resellers will offer customer service in a timely, diligent, and professional manner to customers who purchase the Product. Authorized Resellers will use commercially reasonable efforts to ensure customer satisfaction, increase customer loyalty, and preserve customer trust in the Fix Hot Sauce brand.
- Intellectual Property. HnL Foods owns all proprietary rights in and relating to its brands, including name, logo, trademarks, service marks, trade dress, copyrights, patents, and any other intellectual property related to the Products (“Intellectual Property”). HnL Foods grants its Authorized Resellers a limited, non-transferable, revocable license to use its Intellectual Property for the purpose of marketing, advertising, and reselling the Product in a manner consistent with this Policy. The Intellectual Property will not be affixed to, or advertised in connection with, any goods or services other than the Product. All goodwill arising from the Authorized Reseller’s use of the Intellectual Property shall inure solely to the benefit of HnL Foods. Authorized Resellers agree to cease all use of the Intellectual Property upon the termination their Authorized Reseller status. This limited license is granted only to HnL Foods’ Authorized Resellers.
- Advertising By HnL Foods. Nothing in this Policy limits HnL Foods’ right to advertise and sell the Product independently from its Authorized Resellers. All decisions regarding the advertising medium or content will remain the sole discretion of HnL Foods.
- Product Warranties. HnL Foods warrants the Products to be free from defects in material and workmanship. HnL Foods warrants that customers who purchase directly from HnL Foods, or from its Authorized Resellers, will receive unexpired product that is safe to consume when used according to the specification printed in the label. HnL Foods also warrants that the products sold by HnL Foods, and its Authorized Resellers, comply with all product safety regulations and appropriate labeling requirements promulgated by the United States Food and Drug Administration, including the Federal Food, Drug and Cosmetic Act, Federal Consumer Product Safety Act, and any other applicable product safety law. Further, HnL Foods warrants that the Products sold by its Authorized Resellers conform to its quality control specifications. Such warranties extend only to Products sold by HnL Foods and its Authorized Resellers who are subject to its quality control standards. HNL FOODS’ WARRANTIES DO NOT EXTEND TO PRODUCTS OBTAINED AND SOLD BY UNAUTHORIZED RESELLERS OR TO PRODUCTS WHICH HNL FOODS CONSIDERS ALTERED.
- WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS POLICY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. HNL FOODS HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- Notice of Minimum Advertised Price Policy. HnL Foods maintains a Minimum Advertised Price Policy that applies to all of its branded products. This section is intended to only give notice of the policy to all Authorized Resellers. It does not constitute consideration for any agreement between the Parties nor a separate agreement regarding the final price that Authorized Resellers will charge their customers. The Minimum Advertised Price Policy is a unilateral policy and not subject to agreement by Authorized Resellers.
- Additional Terms and Conditions. Authorized Resellers agree to comply with the additional terms and conditions set forth by HnL Foods from time to time which may be changed by HnL Foods in its sole discretion.
HnL Foods reserves the right to update, amend, modify, or terminate this Authorized Reseller Policy at any time. Unless otherwise provided, such changes will take effect immediately, and a reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed reseller’s acceptance of the changes.
If HnL Foods determines that a reseller is in violation of this Policy, HnL Foods may take any and all appropriate legal actions, including, but not limited to, refusing to accept orders from the reseller or instructing its distributors to refuse to accept orders from the reseller.
Any questions regarding this Policy must be emailed to:compliance@fixhotsauce.com.