Iontera, Inc. (“Patchology”) distributes and sells high quality skin care, cosmetic and other beauty products (“Products”). The Products are designed and intended for sale only in professional spas, salons and approved retailers (collectively, “Resellers”). A professional spa or salon is owned by or employs one or more licensed cosmetologists and/or estheticians on a full-time basis at each location, is current in all state licensing for its business and maintains a reasonable area devoted to spa and/or salon services. Retailers are established beauty and cosmetics retail operations solely approved by Patchology.
The undersigned Reseller represents and warrants that it is a legitimate professional spa or salon and wishes to purchase Products from Patchology, and;Patchology agrees to sell reasonable quantities of the Products to Reseller in consideration of the Reseller’s promises and subject to the terms and conditions set forth below.
1. All Products purchased by Reseller from Patchology will be used by Reseller on its premises associated with providing services to Reseller or, in the case of retail products designed for home use, sold to Reseller’s customers from the Reseller’s premises and only in quantities for their customers home consumption needs.
2. Reseller will use and apply “professional use only” products only in connection with professional services performed on our premises for Reseller’s customers. Reseller will not sell or otherwise transfer “professional use only” products to anyone.
3. Reseller will not resell Products to any other business, retailer, salon, cosmetologist or distributor. Reseller will not sell Products to 3rd party online etailers, provided that Reseller may sell directly to end-consumers on its own website only with the consent of Patchology. Reseller will report immediately to Patchology any person or business who attempts to buy the Products for any purpose other than their personal use in quantities meeting their home consumption needs. Reseller will maintain records of all sales of Products exceeding $500 and will make such records available for inspection by Patchology or the manufacturers.
4. Reseller will not remove, obliterate or tamper with any codes, labels or serial numbers applied to Products by the manufacturer or Patchology and will not agree or conspire with others to do so.
5. Reseller acknowledges Patchology has expended considerable resources to build the reputation of the Patchology brand and that the diversion of Products to non-professional outlets damages the reputation of Patchology brand, the goodwill with the brand’s customers and damages Patchology’s business relations with distributors and other customers. Because actual damages to these business relationships, goodwill and reputation are difficult to measure, Reseller agrees to pay the manufacturer $100 per product unit sold by Reseller in violation of this agreement. In addition, Reseller hereby agrees that Patchology and the manufacturer shall be entitled to the following in the event Reseller violates this agreement: (i) an injunction against Reseller prohibiting Reseller’s violation of this agreement; and (ii) reseller will reimburse Patchology and the manufacturer all costs associated with the repurchase of the Products sold or transferred by Reseller in violation of this agreement (iii) reseller may be identified in public announcements as involved, directly or indirectly, in diversion of Products; and (iv) reasonable attorney fees and costs incurred by Patchology and manufacturer in any legal action(s) taken against Reseller for injunctive relief and damages as set forth above.
6. Reseller’s owner is responsible to ensure performance of this agreement. Reseller will take appropriate action to make each of itsemployee(s), representative(s), and agent(s) working on Reseller’s premises is aware of Reseller’s obligations under this contract and secures their compliance with this agreement.Reseller hereby waives any defense based on the assertion or evidence that its employee(s), representative(s), or agent(s) did not know the requirements of this contract.
7. This agreement is intended to benefit Reseller and Patchology and each may enforce this contract. The parties acknowledge that this agreement does not create a partnership or franchise relationship.
8. This agreement may be terminated with respect to future purchases without penalty at any time by either Reseller or Patchology upon written notice.