Reseller Policy

Effective Date: 26th August 2023

NOURIX SDN. BHD.

AUTHORIZED RETAILER PURCHASE TERMS OF SERVICE

Nourix Sdn. Bhd. (“Nourix”) has implemented these Nourix Sdn. Bhd. Authorized Retailer Purchase Terms of Service (the “Terms”), which apply to retailers of Nourix products in the Malaysia and other countries in Southeast Asia. By purchasing Products (as hereinafter defined) from Nourix for retail sale, you (hereinafter “Retailer,” “you,” or “your”) agree to adhere to the Terms. Please read these terms carefully. Unless and until such status is otherwise revoked by Nourix, Retailer shall be considered an “Authorized Retailer” hereunder.

Nourix 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 Nourix products.

1. Appointment.

Retailer is granted the non-exclusive, non-transferable right to purchase Products from Nourix for resale to consumers in accordance with these Terms. The “Products” include only those Nourix products which are available for wholesale purchase from Nourix. Retailer is not authorized to resell any other products manufactured by or sold by Nourix. Retailer 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 Nourix. Retailer and its personnel will not be entitled to any of the benefits that Nourix may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits.

2. Terms of Sale.

(a) Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Retailer shall be handled pursuant to Nourix’s then-current Product order processing procedures, which may be amended by Nourix at any time in its sole and absolute discretion. Products shipped by Nourix will have a minimum shelf life of ninety (90) days from the day of order. Nourix reserves the right to reject any Purchase Order, in whole or in part, for any reason. Nourix reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Retailer, 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.

(b) Product Shipment. Title to the Products passes from Nourix to Retailer on shipment from Nourix’s facility. Loss (including theft) or damage that occurs during shipping is the responsibility of Retailer.

(c) Payment Terms. Retailer 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 nourix.com. A payment error, including, but not limited to, a failed charge or chargeback, may result in termination of Reseller’s status as a Nourix Authorized Reseller, as determined by Nourix in its sole discretion.

(d) Product Returns.

**(i) Retailer may contact Nourix if not satisfied with a purchase to request a return. Nourix does not accept returns or provide refunds or credit on food or consumable products such as, but not limited to Oils, Protein Powders, Bars, RTD beverages, Coffee, and Supplements. Nourix will not accept returns or issue credits for items returned to Retailer by Retailer’s customers. Other Products may be returned up to 30 days from the date Nourix received Retailer’s Purchase Order. Resellers purchasing through the Nourix Wholesale Direct program should contact Nourix within three (3) business days of documented delivery to request a return. Such returns are subject to a restock fee of $1.70 per unit and will only be accepted if the Products are new and unused, in their original unopened packaging. Retailer is responsible for shipping the Product to Nourix’s warehouse. After the returned Products are received at Nourix’s warehouse and confirmed by Nourix to be in new condition, Retailer will be refunded in the original form of payment, which may take 30 days to process. Shipping charges associated with your Purchase Order will not be refunded.

**(ii) If Retailer’s order is Returned to Sender, is not a food Product, and is in the condition required for a product return, Nourix will refund Retailer in the original form of payment after the Products are received at Nourix’s warehouse. Refunds may take 30 days to process.

**(iii) In the event Retailer receives damaged, short-dated, or expired Products upon shipment from Nourix’s facility, Nourix requires Retailer to submit photographs showing the damage or expiration date. Such details must be submitted to Nourix within three (3) business days of documented order delivery. After Nourix confirms that the Products were damaged, short-dated, or expired upon shipment, Nourix will refund Retailer in the original form of payment. Refunds may take 7-12 business days to process. Retailer shall not return the Products to Nourix but shall instead destroy the damaged or expired Products and shall submit proof of destruction to Nourix. Retailer shall not offer damaged or expired Products for sale.

3. Manner of Sale.

Retailer shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under any Product guarantees.

(a) Authorized Customers. Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Retailer shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Nourix. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, or any other person Retailer knows or has reason to know intends to resell the Products. Retailer shall not engage in drop-shipping or similar selling practices.

(b) Geographic Location of Sales. Retailer shall not market, sell, ship, or invoice Products to customers outside of the United States of America or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States of America without the prior written consent of Nourix.

(c) Online Sales. Retailer 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 Nourix.

(d) Sales Practices and Inventory. Retailer will be solely responsible for all aspects of its operation, including human resources, information technology, insurance, and legal compliance. Retailer shall support Nourix’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. Retailer 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. Retailer shall conduct its business in a reasonable, lawful, and ethical manner at all times, whether engaged in the sale of Nourix 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 Nourix in writing. Retailer shall do nothing to bring the reputation of Nourix into disrepute. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Further, Retailer 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.

(e) Product and Packaging Alterations Prohibited. Retailer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products, whether with Nourix products or other brands of similar products), 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. Retailer 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 Nourix. Retailer shall not advertise, market, display, or demonstrate non-Nourix products together with the Products in a manner that would create the impression that the non-Nourix products are made by, endorsed by, or associated with Nourix.

(f) Customer Service. Retailer shall exercise best efforts to achieve a high level of customer satisfaction. Retailer and Retailer’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. Retailer must make itself available to respond to customer questions and concerns both before and after the sale of the Products and should endeavor to respond to customer inquiries promptly. Retailer and Retailer’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 Nourix. Retailer agrees to cooperate fully with Nourix in any investigation or evaluation of such matters.

4. Product Care and Quality Controls.

Retailer shall care for the Products as set forth herein.

(a) Product Storage and Handling. Retailer 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 Nourix from time to time.

(b) Initial and Regular Product Inspections. Within three (3) days of receiving the Products, Retailer 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”). Retailer shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale, and must promptly report the Defects to Nourix at care@nourix.com

(c) Recalls and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Retailer shall cooperate with Nourix with respect to any Product recall or other consumer safety information dissemination effort.

5. Warranty Disclaimer.

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, ALL NOURIX 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, NOURIX 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.

6. Intellectual Property.

Retailer acknowledges and agrees that Nourix owns all proprietary rights in and to the Nourix brands, including, without limitation, Nourix Diet and Nourix Upgraded, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Nourix IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Nourix IP solely for purposes of marketing and selling the Products as set forth herein. Retailer’s use of the Nourix IP shall be in conformance with any guidelines specified by Nourix, including those contained within the Nourix Terms of Service, located at shop.nourix.com/pages/terms-conditions. This license will cease upon termination of Retailer’s status as an Authorized Retailer. Nourix reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Nourix IP at any time, without limitation. All goodwill arising from Retailer’s use of the Nourix IP shall inure solely to the benefit of Nourix.

7. Termination.

Nourix reserves the right to terminate Retailer’s status as an Authorized Retailer at any time for any reason or for convenience, and with or without notice. Upon termination, Retailer shall immediately cease (i) purchasing and selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Nourix Products or has any affiliation whatsoever with Nourix; and (iii) using all Nourix IP.

8. Indemnification.

Retailer shall, and hereby does, indemnify, defend and hold Nourix harmless from any claims or damages (inclusive of Nourix’s attorneys’ fees) made against Nourix as a result of (a) any negligence, misrepresentation, error or omission on the part of Retailer or its representatives, (b) any claims, warranties or representations made by Retailer or Retailer’s employees or agents which differ from those made by Nourix on its products, (c) any claim by a customer relating to any support or services provided by Retailer or any contractor of Retailer relating to the Products, (d) any claim by an employee of Retailer for any cause of action, or (e) any breach of these Terms by Retailer.

9. Limitation of Liability.

NOURIX SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. NOURIX’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY ITS 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 RETAILER TO NOURIX 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.

10. 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 Nourix will have no adequate remedy in money or other damages at law. Accordingly, Nourix 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 Nourix to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Nourix’s right to fully enforce any or all provisions and parts thereof.

11. Audit.

Nourix reserves the right to audit and/or monitor Retailer’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer’s facilities and records concerning the Products.

12. Miscellaneous.

(a) Modifications. Nourix 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 Nourix IP, or use of any other information or materials provided by Nourix to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments.

(b) 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.

(c) Retailer Contact Information. Retailer agrees to maintain accurate and up-to-date company information and to promptly notify Nourix of any change to its telephone number, mailing address, or email address.

(d) Force Majeure. Nourix shall not be deemed to be in breach hereof or liable to Retailer 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 Nourix’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 Nourix’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.

(e) Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.

(f) 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).

(g) 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 [Your Jurisdiction], without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in [Your Jurisdiction].

(h) 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.

13. MAP Policy.

Nourix has a unilateral Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailers of Nourix Products. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for this agreement between you and Nourix, and does not separately constitute an agreement between you and Nourix regarding the price you will charge your customers for the Products. Nourix does not seek, nor will it accept, from Retailer any assurance of compliance with the MAP Policy.

14. Authorized International Resellers.

The below terms apply to authorized international resellers approved via a prior written agreement by Nourix, and are in addition to the above policies.

National and international regulations may restrict or prohibit the shipment or importation of certain products into your country or may impose duties, tariffs, or other charges on such shipments or imports. We are not responsible for determining whether products that you order may lawfully be imported into your country. Each Reseller is solely responsible for ensuring that its resale of Nourix products complies with all applicable laws, rules, regulations, and orders in any jurisdiction or territory in which the Reseller operates or resells the products. Reseller shall be solely responsible for complying with any and all import and export control laws and regulations of the United States and any other country having jurisdiction over the products and acknowledges that it has the responsibility to obtain licenses to export, re-export or import the products. Notwithstanding anything to the contrary in these policies, Nourix may refuse to sell to Resellers that are not authorized to do business in their jurisdiction of operation, or that are not authorized by applicable law to engage in resale of the products.