Authorized Reseller Policy
Dear Reseller,
At Monin, Inc. (“Monin”), we are committed to you—the reseller partners that help our company satisfy customer needs and deliver quality, gourmet flavored solutions. To protect our brand and the integrity of our authorized distribution channels in the United States, Monin is announcing and implementing a U.S. Authorized Seller Program, effective July 31, 2023.
Among other benefits, our Authorized Seller Program will ensure that sellers of Monin products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brand. In addition, our Authorized Seller Program will assist us in identifying and taking action against unauthorized sellers that are harming you and consumers through the sale of damaged, diverted, or otherwise poor-quality products.
Your obligations under our new Authorized Seller Program are outlined in the Monin, Inc. Authorized Reseller Policy for the United States (“Authorized Reseller Policy”). You are expected to comply with the terms of the enclosed Authorized Reseller Policy to remain an “Authorized Reseller” of our products. The key features of the Authorized Reseller Policy are noted below:
You can also download a copy of our Authorized Distributor Policy here.
- Where and to Whom You May Sell Monin Products: Monin is committed to maintaining the integrity of its authorized distribution channels and to stopping the diversion of Monin products to unauthorized sellers. To this end, the Authorized Reseller Policy requires that you sell Monin products solely to “End Users,” as defined in the Authorized Reseller Policy, and not to persons or entities who intend to resell Monin products. In addition, you may not market for sale or ship Monin products outside of the United States without our prior written consent.
- Online Sales Restrictions: The Authorized Reseller Policy restricts the manner in which you may sell Monin products online. Specifically, if you wish to sell Monin products online, you must follow our Monin, Inc. Online Sales Guidelines and limit online sales to your own proprietary website unless you have received Monin’s separate written consent to sell elsewhere. You may not sell Monin products as a third-party seller on marketplace websites such as Amazon, eBay, Kroger Marketplace, Target+, and Walmart Marketplace, without prior written consent from Monin. Our rules regarding online sales will be strictly enforced.
- Ensuring Product Quality and Customer Satisfaction: To ensure that the customers who purchase Monin products have the best experience possible, the Authorized Reseller Policy outlines our expectations for the service you will provide to your customers. The Authorized Reseller Policy also describes certain steps you must take to maintain the quality of Monin products until they reach end users.
Thank you for your careful attention to the Authorized Reseller Policy and for your continued support of Monin and our brand. If you have any questions regarding the Authorized Reseller Policy or Authorized Seller Program, please contact us at authseller@monin.com.
Sincerely,
Monin, Inc.
MONIN, INC, AUTHORIZED RESELLER POLICY FOR THE UNITED STATES
Effective Date: July 31, 2023
This Monin, Inc. Authorized Reseller Policy for the United States (“Reseller Policy”) is issued by Monin, Inc. (“Monin”) and applies to Authorized Resellers of Monin products (“Product(s)”) in the United States of America. By purchasing Products from Monin for resale, you (“Reseller”) agree to adhere to the following terms. This Reseller Policy supplements any then-current dealer/reseller agreement between you and Monin. Until such status is otherwise revoked by Monin, in Monin’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.” Monin 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 end user of the Products (including any person or entity purchasing for use in the course of business) and who does not intend to resell the Products to any third party. Reseller shall not sell, ship, or promote the Products outside the United States of America without Monin’s prior written consent.
2. Online Sales.
Reseller is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein.
(a ) 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, Kroger Marketplace, Target+, and Walmart Marketplace); and
(iii) is operated in compliance with the terms and conditions set forth in the Monin, Inc. Online Sales Guidelines, attached as Exhibit A, as Monin 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 Monin.
(c) Monin 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 Monin and Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by Monin 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 Monin. 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 Monin or the Products. Reseller shall not advertise Products not carried in its own controllable inventory.
4. Product Care, Customer Service, and Other Quality Controls:
Reseller shall comply with the Monin, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Monin may amend from time to time.
5. Intellectual Property:
(a) Reseller acknowledges and agrees that Monin or its licensors own all proprietary rights in and to the Monin brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Monin IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Monin 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 Monin IP shall inure solely to the benefit of Monin or its licensors.
(b) Reseller’s use of the Monin IP shall be in accordance with any guidelines that may be provided by Monin from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Monin reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Monin IP at any time, without limitation. In marketing the Products, Reseller shall only use images of Products either supplied by or authorized by Monin 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 Monin product name or any trademark owned by or licensed to Monin, nor a misspelling or confusingly similar variation of any Product name or any trademark owned by or licensed to Monin.
6. Termination:
Monin reserves the right to 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 Monin Products or has any affiliation whatsoever with Monin; and (iii) using all Monin IP.
7. Modification:
Monin reserves the right to update, amend, or modify 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 Monin IP, or use of any other information or materials provided by Monin to Reseller will be deemed Reseller’s acceptance of the amendments.
8. Confidentiality:
This Reseller Policy, and its attachments, constitute confidential, proprietary information of Monin and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Monin.
EXHIBIT A
MONIN, INC. ONLINE SALES GUIDELINES
1. The Permissible Public Websites must not give the appearance that they are operated by Monin or any third party.
2. 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.
3. At Monin’s request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
4. 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 Monin for review upon request. Reseller agrees to cooperate with Monin 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 a period of one (1) 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 Monin.
5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
6. 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.
EXHIBIT B
MONIN, INC. PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROL
1. Comply with all instructions provided by Monin regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight. Avoid stacking or shipping Products in a manner that could result in the cracking/crushing of Products or the Products’ packaging.
2. 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 without Monin’s prior consent.
3. 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, batch or lot code, or other identifying information on Products or their packaging. Do not dilute Products.
4. Do not resell any Product that has been returned opened or repackaged.
5. 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 Monin at customerservice@monin.com.
6.Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or within thirty (30) days of expiration. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Monin and applicable law.
7. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and use of the Products, as well as any applicable guarantee 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.
8. 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 Monin. 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. Monin reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Monin. Cooperate with Monin in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
9. Cooperate with Monin with respect to any Product tracking systems that may be implemented from time to time.
10. Cooperate with Monin with respect to any Product recall or other consumer safety information dissemination efforts.
11. Implement commercially reasonable loss prevention and anti-diversion measures.
12. Report to Monin any customer complaint or adverse claim regarding the Products and assist Monin in investigating any such complaints or adverse claims.
13. Cooperate with Monin 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.
