Authorized Retailer Terms

Authorized Retailer Terms and Conditions

In order to protect and enhance our brand and reputation for providing high-quality products, woodincense (hereinafter referred to as "W.I.") has established these Authorized Retailer Terms and Conditions ("Terms"), effective immediately, for authorized retailers of W.I. products ("Products"). By purchasing Retail Products from W.I., you ("Retailer") agree to be bound by the following Terms. Please read the Terms carefully.

Purchase Orders.

Retailer's orders for Products shall be processed in accordance with the then-current Product order, shipping and return procedures, which may be modified by W.I. at any time in its sole discretion. W.I. reserves the right to reject any order, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a Purchase Order) will be rejected and will be deemed a material variation of this Agreement unless expressly agreed to in writing by W.I. In addition, W.I. shall not be bound by any "disclaimer," "click-wrap," or "click-to-approve" terms or conditions contained in any website now or hereafter used by Retailer in connection with the Products or any sale.

Method of Sale.

Retailer shall sell Products only as described herein. Sales in violation of the Terms are strictly prohibited and may result in immediate termination of Retailer’s account by W.I. and other remedial actions. Specifically, but without limitation, Products sold to unauthorized persons or through unauthorized channels (including unauthorized websites) will not be eligible for certain promotions, services and benefits, including (unless prohibited by law) the protection of W.I. product warranties and guarantees. In addition, to the extent permitted by law, and without limitation to any other disclaimers, W.I. expressly disclaims any and all warranties and conditions with respect to unauthorized Products, Products sold through unauthorized retailers, and Products sold in violation of W.I.’s quality control programs or policies. Sales to or through Amazon and/or any other third-party marketplace in violation of this Agreement will make Retailer an unauthorized retailer, thereby voiding all product warranties and conditions and W.I.’s product return policies.

(a) Retailer shall sell Products only to end users of the Products. Retailer may not sell any Product to any person in quantities greater than the amount of Products that an individual would normally purchase for personal use.

(b) Retailer shall not sell, ship or invoice Products to customers outside the United States or Canada or to any person whom Retailer knows or has reason to know intends to ship Products outside the United States or Canada without W.I.’s prior written consent.

(c) Retailer may market or sell Products through a website owned or operated by Retailer; provided, however, that such website shall indicate Retailer’s full name, mailing address, telephone number and email address. Retailer shall not sell Products on or through any other website (including any third-party marketplace website, including, without limitation, Amazon, eBay or Walmart Marketplace) without W.I.’s prior written consent (which shall be determined in W.I.’s sole discretion). No employee or agent of W.I. may authorize online sales by oral statement, other written agreement or any other means.

(d) Retailer shall comply with any and all applicable laws, rules, regulations and policies relating to the advertising, sale and marketing of Products.

Product Care & Quality Control.

Retailer shall care for Products as provided herein.

(a) Product Inspection. Retailers shall inspect Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering, or other nonconformities (collectively, “Defects”).

Retailers shall also periodically inspect their inventory for expired or soon-to-expire Products and remove such Products from their inventory. Retailers shall not sell any expired Products. If any Defects are found, Retailers shall not sell the Product and must promptly report the Defects to W.I.

(b) Product Storage and Handling. Retailers shall store and handle Products with care, keeping the Products in a cool, dry place away from direct sunlight, extreme heat and humidity, and in accordance with any other storage guidelines specified by W.I. from time to time.

(c) Recalls and Consumer Safety. To ensure the safety and health of end users of the Products, Retailers shall cooperate with W.I. in connection with any Product recalls or other consumer safety communication efforts.

(d) Prohibition of Alterations and Bundling. Retailers shall sell Products in their original packaging with all seals intact. Retailers shall not sell or mark Products 

The use of the terms "used," "open box," or other similar descriptions is prohibited. Relabeling, repackaging (including separation of bundled or tied products), mislabeling, adulteration, and other alterations are prohibited. Retailers may not tamper with, deface, or otherwise alter any batch code or other identifying information on the products or packaging. Retailers may not remove or destroy any copyright notices, trademarks, or other proprietary markings on the products, documentation, or other materials related to the products. Removal, translation, or modification of the content of any labels or literature accompanying the products is prohibited. Retailers may not advertise, market, display, or demonstrate non-W.I. products in any manner that would create the impression that non-W.I. products are manufactured by, endorsed by, or associated with W.I.

(e) Customer Service and Product Representations. Retailers and their sales personnel should be familiar with the characteristics of all products sold and must acquire sufficient product knowledge to advise end-user customers on the selection and safe use of products and any applicable warranty or return policies. Retailers must be available to answer customer questions and concerns before and after the sale of products and should make every effort to respond to customer inquiries in a timely manner. Retailer and its agents must present the Products in a professional manner and must not engage in any conduct that would damage or could damage the reputation of W.I. Retailer agrees to cooperate fully with W.I. in any investigation or evaluation of such matters.

Intellectual Property.

W.I. owns all proprietary rights in W.I.’s brands, names, logos, trademarks, service marks, trade dress, copyrights and other intellectual property (“IP”) associated with the Products. Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP solely for the purposes of marketing and selling the Products as described herein. This license will terminate upon termination of Retailer’s status as an authorized retailer. W.I. reserves the right to review and approve Retailer’s use or planned use of the IP at any time in its sole discretion without restriction. All goodwill generated by Retailer’s use of the IP shall vest in W.I. exclusively.

Termination.

W.I. reserves the right to terminate the Terms immediately, in addition to all other available remedies, if Retailer breaches any of the Terms. Upon termination, Retailer will immediately lose its Authorized Retailer status and shall immediately cease (i) selling the Products; (ii) acting in any manner that might reasonably give the impression that Retailer is an Authorized Retailer or is in any way affiliated with W.I.; and (iii) using any Intellectual Property.

Availability of Injunctive Relief.

Notwithstanding anything to the contrary herein, in the event of a breach or threatened breach of the Terms, the parties agree and understand that W.I. will not be able to obtain an adequate remedy in the form of monetary or other legal damages. Accordingly, W.I. will be entitled to injunctive relief and other equitable remedies; however, the absence of any specific remedy in the Terms shall not be construed as a waiver or prohibition of any other remedy in the event of a breach or threatened breach of the Terms.

W.I.'s failure, refusal, neglect, delay, waiver, forbearance or non-exercise of any right hereunder shall not constitute a waiver of any provision hereof.

Miscellaneous.

W.I. reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by W.I. to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3 and 7. To the maximum extent permitted by applicable law, each party hereby expressly and irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim (whether in contract, tort or otherwise) arising out of or relating to these Terms or any transaction contemplated hereby or the parties' actions in the negotiation, administration or performance of this Agreement or hereunder. The parties acknowledge that such waiver is made with full knowledge and understanding of the nature of the rights and benefits waived herein and on the advice of counsel of their choice.