Wholesale / Reseller Policy
AUTHORIZED RESELLER PURCHASE TERMS OF SERVICE
Dr. Jaspreet Mundeir, ND doing business as Zip N Zen (“Zip N Zen”, “we,” “our,” or “us”) has implemented these Authorized Reseller Purchase Terms of Service (the “Terms”), which apply to resellers of Zip N Zen products in the United States of America. By purchasing Products (as hereinafter defined) from Zip N Zen for retail sale, you (hereinafter “Reseller,” “you,” or “your”) agree to adhere to the Terms. Please read these terms carefully. Unless and until such status is otherwise revoked by Zip N Zen, Reseller shall be considered an “Authorized Reseller” hereunder.
Zip N Zen reserves the right in its sole discretion to approve or disapprove any application for Reseller status and to terminate any person’s status as a Reseller at any time for any reason or for convenience, and with or without notice. Upon termination, Reseller shall immediately cease any further purchase, resale or use of the Zip N Zen products.
All Reseller’s must apply and be approved by Zip N Zen prior to being Authorized Resellers.
Business Permit/License: All Reseller’s must supply a business license or permit that corresponds to the business address or corporate address listed on this application.
Resale License: We are required by law to obtain a Resale Certificate, Resale License, Seller's License, Sales & Use Tax Permit, or Certificate of Authority for businesses operating within CA, FL, TX, WA, PA, UT, and NY. For all other states, Reseller’s must supply a resale license only if you would like to make tax-exempt purchases of our Products.
Authorized Resellers are granted the non-exclusive, non-transferable right to purchase Products from Zip N Zen for resale to consumers in accordance with these Terms. The “Products” include only those Zip N Zen products which are available for wholesale purchase from Zip N Zen. Reseller is not authorized to resell any other products sold by Zip N Zen. Reseller is, and at all times shall be, an independent contractor in all matters relating to these Terms, and shall not be deemed an agent, employee, franchise or partner of Zip N Zen.
Terms of Sale.
Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Reseller shall be handled pursuant to Zip N Zen’s then-current Product order processing procedures, which may be amended by Zip N Zen at any time in its sole and absolute discretion. Zip N Zen reserves the right to reject any Purchase Order, in whole or in part, for any reason. Zip N Zen reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Reseller, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to, or delete existing Products from, its product lines.
Product Shipment. Title to the Products passes from Zip N Zen to Reseller on shipment from Zip N Zen’s facility. Loss (including theft) or damage that occurs during shipping is the responsibility of Reseller.
Payment Terms. Reseller shall pay for the Products and shipping in advance upon placement of the Purchase Order. Payment may be made via bank wire or ACH transfer, or using a valid credit card, debit card, or other payment method offered through Zip N Zen. A payment error, including, but not limited to, a failed charge or chargeback, may result in termination of Reseller's status as a Zip N Zen Authorized Reseller, as determined by Zip N Zen in its sole discretion.
Product Returns. Zip N Zen does not accept returns or provide refunds or credits for any Products. Zip N Zen will not accept returns or issue credits for items returned to Reseller by Reseller’s customers. In the event Reseller receives damaged, short-dated, or expired Products upon shipment from Zip N Zen’s facility, Zip N Zen requires Reseller to submit photographs showing the damage or expiration date. Such details must be submitted to Zip N Zen within three (3) business days of documented order delivery. After Zip N Zen confirms that the Products were damaged, short-dated, or expired upon shipment, Zip N Zen will refund Reseller in the original form of payment. Refunds may take 7-12 business days to process. Reseller shall not return the Products to Zip N Zen but shall instead destroy the damaged or expired Products and shall submit proof of destruction to Zip N Zen. Reseller shall not offer damaged or expired Products for sale.
Manner of Sale.
Reseller shall sell the Products only as set forth herein.
Authorized Customers. 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. Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Zip N Zen. This includes sales to wholesalers or any other person Reseller knows or has reason to know intends to re-sell the Products. Reseller shall not engage in drop-shipping or similar selling practices.
Geographic Location of Sales. Reseller shall not market, sell, ship, or invoice Products to customers outside of the United States of America or to anyone Reseller knows or has reason to know intends to ship the Products outside of the United States of America without the prior written consent of Zip N Zen.
Online Sales. Reseller shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Zip N Zen. If Reseller wants to market the Products online, they must get Zip N Zen’s prior written consent. In such case, Zip N Zen reserves the right to approve all online marketing and sales materials, including websites, blogs, and online stores pertaining to the Zip N Zen products prior to publication.
Sales Practices and Inventory. Reseller will be solely responsible for all aspects of its operation, including human resources, information technology, insurance and legal compliance. Reseller shall support Zip N Zen’s sales programs and use best efforts to advertise, promote, market, and sell the Products to its authorized customers and, as applicable, meet or exceed minimum sales commitments. Reseller is prohibited from, either directly or indirectly through third parties, selling or distributing the Products through multi-level marketing, pyramid selling, network marketing, referral marketing, or similar selling practices. Reseller shall conduct its business in a reasonable, lawful, and ethical manner at all times, whether engaged in the sale of Zip N Zen Products or other products, shall not engage in any deceptive, misleading, or unethical practices or advertising at any time nor make any warranties or representations concerning the Products except as expressly authorized by Zip N Zen in writing. Reseller shall do nothing to bring the reputation of Zip N Zen into disrepute. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Further, Reseller shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
Product and Packaging Alterations Prohibited. Reseller shall sell Products in their original packaging. Relabeling, repackaging, and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products, or place any trademarks, logos or designs on the Products that are not approved in writing by Zip N Zen. Reseller shall not advertise, market, display, or demonstrate non-Zip N Zen products together with the Products in a manner that would create the impression that the non-Zip N Zen products are made by, endorsed by, or associated with Zip N Zen.
Customer Service. Reseller shall exercise best efforts to achieve a high level of customer satisfaction. Reseller and Reseller’s sales personnel shall familiarize themselves with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable return policy. 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 promptly. Reseller and Reseller’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Zip N Zen. Reseller agrees to cooperate fully with Zip N Zen in any investigation or evaluation of such matters.
Product Care and Quality Controls.
Reseller shall care for the Products as set forth herein.
Product Storage and Handling. Reseller shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, on lower racks, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Zip N Zen from time to time.
Initial and Regular Product Inspections. Within three (3) days of receiving the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance such as mis-shipments or quantities outside of those which were on the purchase order (collectively, “Defects”). Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Reseller shall not sell any Products that are expired. If any Defects are identified, Reseller must not offer the Product for sale, and must promptly report the Defects to Zip N Zen at firstname.lastname@example.org.
Recalls and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller shall cooperate with Zip N Zen with respect to any Product recall or other consumer safety information dissemination effort.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, ALL ZIP N ZEN PRODUCTS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ZIP N ZEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR OTHERWISE.
Reseller acknowledges and agrees that Zip N Zen owns all proprietary rights in and to the Zip N Zen brand, including, without limitation, Zip N Zen names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Zip N Zen IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Zip N Zen IP solely for purposes of marketing and selling the Products as set forth herein. Reseller’s use of the Zip N Zen IP shall be in conformance with any guidelines specified by Zip N Zen, including those contained within the Zip N Zen Terms & Conditions, located at https://zipnzen.com/pages/terms-and-conditions. This license will cease upon termination of Reseller’s status as an Authorized Reseller. Zip N Zen reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Zip N Zen IP at any time, without limitation. All goodwill arising from Reseller’s use of the Zip N Zen IP shall inure solely to the benefit of Zip N Zen.
Zip N Zen reserves the right to terminate Reseller’s status as an Authorized Reseller at any time for any reason or for convenience, and with or without notice. Upon termination, Reseller shall immediately cease (i) purchasing and selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Zip N Zen Products or has any affiliation whatsoever with Zip N Zen; and (iii) using all Zip N Zen IP.
Reseller shall, and hereby does, indemnify, defend and hold Zip N Zen harmless from any claims or damages (inclusive of Zip N Zen’s attorneys’ fees) made against Zip N Zen as a result of (a) any negligence, misrepresentation, error or omission on the part of Reseller or its representatives, (b) any claims, warranties or representations made by Reseller or Reseller’s employees or agents which differ from those made by Zip N Zen on its products, (c) any claim by a customer relating to any support or services provided by Reseller or any contractor of Reseller relating to the Products, (d) any claim by an employee of Reseller for any cause of action, or (e) any breach of these Terms by Reseller.
Limitation of Liability.
ZIP N ZEN SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. ZIP N ZEN’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RESELLER TO ZIP N ZEN DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Availability of Injunctive Relief.
Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 3 (Manner of Sale), 4 (Product Care and Quality Controls), 6 (Intellectual Property), or 7 (Termination), it is agreed and understood that Zip N Zen will have no adequate remedy in money or other damages at law. Accordingly, Zip N Zen shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms 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 the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Zip N Zen 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 herein or otherwise limit Zip N Zen’s right to fully enforce any or all provisions and parts thereof.
Zip N Zen reserves the right to audit and/or monitor Reseller’s activities for compliance with the Terms, including, but not limited to, inspection of Reseller’s facilities and records concerning the Products.
Modifications. Zip N Zen reserves the right to update, amend, or modify the Terms upon written or electronic notice to Reseller. 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 Zip N Zen IP, or use of any other information or materials provided by Zip N Zen to Reseller under the Terms following notice will be deemed Reseller’s acceptance of the amendments.
Waiver. 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.
Reseller Contact Information. Reseller agrees to maintain accurate and up-to-date company information and to promptly notify Zip N Zen of any change to its telephone number, mailing address, or email address.
Force Majeure. Zip N Zen shall not be deemed to be in breach hereof or liable to Reseller in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Zip N Zen’s control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, local or global pandemic, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Zip N Zen’s suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
Survival. The following provisions shall survive the termination of the Terms: Section 5 (Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing Law and Venue); Section 11(h) (Waiver of Jury Trial).
Governing Law and Venue. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Contra Costa County, California.
Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.