Medi-Dyne Healthcare Products, Ltd.
United States Authorized Reseller Policy
To ensure the safety and satisfaction of consumers who use Medi-Dyne products and to protect the integrity of the Medi-Dyne brand, Medi-Dyne Healthcare Products, Ltd. (“Medi-Dyne”) has implemented this Medi-Dyne Healthcare Products, Ltd. United States Authorized Reseller Policy (the “Policy”), which applies to all Authorized Resellers of Medi-Dyne Products (the “Products”) in the United States and its territories. By purchasing Products from an Authorized Medi-Dyne Distributor for retail sale, you (hereinafter “Reseller”, “you,” or “your”) agree to adhere to the following terms. Please read these terms carefully.
- Manner of Sale. Reseller may only sell Medi-Dyne products as set forth herein. Reseller is authorized to sell Products purchased from an Authorized Medi-Dyne Distributor. Sales in violation of these terms are strictly prohibited, are considered a material violation of this Policy, and may result in Medi-Dyne’s immediate revocation of Reseller’s status as an Authorized Reseller. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain Medi-Dyne services and benefits, including, unless prohibited by law, coverage under Medi-Dyne Product warranties or guarantees.
- 1.1 Reseller shall sell Products solely to end users of the Products. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use or gifting.
- 1.2 Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Medi-Dyne. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Resellers, or any other person Reseller knows or has reason to know intends to re-sell the Products.
- 1.3 Reseller shall not sell Products to customers outside the United States of America and its territories without obtaining Medi-Dyne’s prior written consent.
- 1.4 Reseller shall not market or offer for sale the Products on any website or fulfill Reseller’s sales of Products through any website without the prior written consent of Medi-Dyne, which is granted solely through execution by Medi-Dyne of the Authorized Online Reseller Agreement. Execution by Medi-Dyne of the Authorized Online Reseller Agreement constitutes the only means of providing consent to sell the Products online. No Medi-Dyne employee or agent may authorize online sales through oral statements, other written agreement, or by any other means. Selling on or through third-party marketplace sites (e.g., eBay, Amazon, Walmart Marketplace, Sears Marketplace), drop-ship accounts (e.g., Rakuten.com, Newegg.com, Overstock.com, Jet.com), classified sites (e.g., Craigslist.com, Facebook Marketplace), or direct messages on Internet forums is strictly prohibited. If you are interested in selling Medi-Dyne Products online, please contact Medi-Dyne at firstname.lastname@example.org to apply.
- Reseller’s Obligations
- 2.1 Product Inspection. Promptly upon receipt of Products, Reseller shall inspect the Products for damage, defect, evidence of tampering, or other non-conformance. If any defect is identified, Reseller must not offer the Product for sale and must report the defect to Medi-Dyne at email@example.com or 1-800-810-1740.
- 2.2 Product Storage and Handling. Reseller agrees to store the Products in accordance with any storage guidelines specified by Medi-Dyne.
- 2.3 Alterations Prohibited. Reseller shall sell the Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations are not permitted. Tampering with, defacing, or otherwise altering serial numbers, UPC codes, or other identifying information on Products is prohibited. Further, Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Product.
- 2.4 Customer Service. Reseller and Reseller’s sales personnel shall familiarize themselves with the special features of all Products kept in inventory and must obtain sufficient product knowledge to advise end-user customers on how to use the Products safely and properly. Reseller must make itself available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries within 24 hours. At all times, Reseller and Reseller’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be illegal, gives or could give the appearance of impropriety, or otherwise is or could be detrimental to the reputation of the Medi-Dyne brand.
- 2.5 Recall and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Reseller shall cooperate with Medi-Dyne with respect to any Product recall or other consumer safety information dissemination effort.
- 2.6 Compliance with Applicable Laws. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Medi-Dyne products.
- 2.7 Consumer Confusion. Reseller shall not advertise, market, display, or demonstrate non-Medi-Dyne products together with Medi-Dyne Products in a manner that would create the impression that the non-Medi-Dyne products are made by, endorsed by, or associated with Medi-Dyne. Reseller shall not advertise, offer for sale, or sell any Products as genuine that in fact are not or falsely or inaccurately represent the features or functionality of any Products.
- Intellectual Property. Reseller acknowledges and agrees that Medi-Dyne owns all proprietary rights in and to the Medi-Dyne brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Medi-Dyne IP”). Reseller shall refrain from questioning or challenging the rights claimed by Medi-Dyne in the Medi-Dyne IP or assisting any others in doing so. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Medi-Dyne 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. Medi-Dyne reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Medi-Dyne IP at any time, without limitation. Reseller’s use of the Medi-Dyne IP shall be in conformance with any guidelines that may be provided by Medi-Dyne and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from Reseller’s use of the Medi-Dyne IP shall inure solely to the benefit of Medi-Dyne.
- If Reseller violates any terms of this Policy, Medi-Dyne reserves the right to terminate Reseller’s status as an Authorized Reseller. Upon termination of Reseller’s status, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of Medi-Dyne Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of Medi-Dyne Products or has any affiliation whatsoever with Medi-Dyne.
- Availability of Injunctive Relief. If there is a breach or threatened breach of paragraphs 1 through 4 of this Policy, it is agreed and understood that Medi-Dyne shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy. Except as otherwise provided or as the Reseller and Medi-Dyne may otherwise agree in writing, no failure, refusal, neglect, delay, waiver, forbearance, or omission by Medi-Dyne to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit Medi-Dyne’s right to fully enforce any or all provisions and parts thereof.
- Medi-Dyne reserves the right to update, amend, or modify this 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 Medi-Dyne IP, or use of any other information or materials provided by Medi-Dyne to Reseller following notice of the amendments will be deemed Reseller’s acceptance of the amendments.
- The terms of this Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. In the event of a dispute over the terms or performance of this Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Tarrant County, Texas. If any provision of this Policy is held contrary to law, the remaining provisions shall remain valid.
- Medi-Dyne has a unilateral United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all Authorized Resellers located in the United States and its territories. This paragraph is intended to inform you of the MAP Policy. It does not constitute consideration for any part of this agreement between you and Medi-Dyne, and does not separately constitute an agreement between you and Medi-Dyne regarding the price you will charge your customers for the Products. Medi-Dyne does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.