RESELLER TERMS 2024-1

Introduction

These Reseller Terms set forth the terms and conditions for the purchase and resale by Distributors, Wholesalers, Retailers, etc. (hereafter Resellers) of Products acquired from Sendayco, LLC, dba Reviva Labs, (hereafter Reviva Labs or Reviva), and covers all business conducted currently and into the future. Acceptance of a Product from Reviva Labs shall be deemed to be acceptance of these Reseller Terms.

The terms set forth in this document supersede any previous or conflicting agreements or terms of purchase, resale, unless agreed upon in writing by an authorized member of Reviva Labs’ senior management.

If you have any questions related to these Reseller Terms or need additional information, please contact Reviva Labs

Reseller Requirements

Reseller Submission

All Resellers should complete and/or submit the following key documents (or equivalents as allowable) to Reviva Labs:

• Reseller Application.
• Submission of Business License.
• Tax Exemption and/or Resale Certificate.
• Signed and/or Accepted Reseller Terms.

Regardless of the above, by purchasing Reviva Labs Products, you acknowledge and affirm your understanding, acceptance and agreement to all of the requirements herein. Reviva Labs reserves the right to take any action it deems appropriate to enforce these requirements.

Confidentiality/Non-disclosure

The protection of confidential business information and trade secrets is vital to the interests and the success of Reviva Labs.  Such confidential information includes, but is not limited to, the following examples:

• Customer lists & pricing
• Suppliers & Resellers
• COGs, financials
• Product Formulas, ingredients, etc.
• Marketing strategies
• New materials research & product development
• Pending projects and proposals

Reseller and Reviva Labs agree to use confidential technical and commercial information relating to the products, confidential information relating to the business or carrying on of business by either party and/or information designated by the other party as confidential only for the purposes of this Agreement.

Both Reviva Labs and Reseller (hereafter Party or Parties) agree:

To protect all confidential information entrusted to it in the same manner as they protect their own confidential information of like importance, except that in no event shall either party use less than a reasonable standard of care in protecting any confidential information. Both Parties shall take all reasonable steps, given the facts and circumstances existing at a particular time, to maintain the secret status of the confidential information. From time to time, Reseller may be required to sign an additional or more specific non-disclosure agreement. Both Parties shall ensure its employees that have access to confidential information are aware and observe the provisions of confidentiality as stated herein and for a period of five (5) years after the term of this Agreement.

Both parties also agree each shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of Reviva Labs or Reseller, during the term of this Agreement or any time thereafter.

Parties that improperly use or disclose trade secrets or confidential business information will be subject to legal action, even if they do not actually benefit from the disclosed information.

Ownership and Retention of rights

Reseller acknowledges that Reviva Labs owns all rights, title, and interest in and to its Products and Intellectual Property (IP) Rights. Other than as expressly set forth in this Agreement, no license or other rights or other rights to the Products or IP Rights are granted to the Reseller and all right and privileges are hereby expressly reserved.

Subject to the terms of these Reseller Terms, Reviva Labs hereby grants the Reseller a non-exclusive, non-transferrable, non-sublicensable, revocable, limited license, only in the Reseller’s defined Territory.

Item Information & License

In connection with Reseller’s purchase and resale of Reviva Labs Products, Reviva Labs authorizes Reseller to use Reviva Labs’ product information, including but not limited to, trademarks, trade dress, advertisements, labels, photographs, images, label content, etc. to Reviva Labs’ Products sold to Reseller. Reviva Labs grants Reseller a worldwide, non-exclusive, limited license to use and sublicense Reviva Labs’ Product information only in connection with Reseller’s sale and promotion of Reviva Labs’ Products. Reviva Labs represents and warrants it owns, or otherwise has the right to license to Reseller, the product information and is authorized to sell its Products to Reseller.

Restrictions

Reseller shall not (a) create or attempt to create by reverse engineering, disassembly, or otherwise, the Product, or any part thereof, or aid or permit others to do so, except and only to the extent expressly permitted by applicable law; (b) remove or alter any trademark, logo, copyright, or other proprietary notices or markings on the Product or its packaging or documentation (e.g., labels, boxes, marketing materials, etc.); or copy, modify, or create any derivative work of the Product or any portion thereof.

Item Changes

If an item has a specification change (e.g., description, ingredients, percentages, weight, price, etc.) then Reviva Labs will take reasonable effort to provide Reseller with written notification indicating the changes and reasons for such changes.

Pricing

Reseller is free to determine its own resale price for Reviva Labs Products. Reviva Labs provides suggested retail pricing for each Product. However, each reseller, is asked to abide by Reviva Labs’ Minimum Advertised Pricing (MAP) policy (https://bit.ly/2TA21TU) and Reseller may not advertise the Products at a price less than such minimum advertised price.

Price Changes

Reviva Labs shall have the exclusive right, at any time upon ninety (90) days notice to Reseller, to change its prices or discounts, provided that such price changes will not apply to orders already accepted by Reviva Labs.

Taxes

Reseller shall bear and be responsible for the payment of all taxes in its Territory associated with the purchase of Reviva Labs’ Products. Reseller shall pay all sales tax, duties, import fees, etc unless Reseller provides Reviva Labs with an exemption certificate acceptable to the taxing authorities.

Payment Terms

For resellers, with approved credit that are in good standing, payment terms are 2% 10 Days Net 30 unless otherwise stipulated and agreed to by Reviva Labs. Resellers lacking credit terms are due upon receipt and/or prior to shipping (C.O.D. shipments are not permitted). The most up-to-date Payment Terms shall appear on Sales Orders and Invoices submitted to the Reseller. The payment due date is calculated from the date Reviva Labs’ Products are ready for shipping. Payment discounts are calculated based on the net invoice amount. Payments made via Credit Card shall incur a 4% surcharge.

Resellers outside the United States (i.e., international) must pre-pay via wire transfer for each Purchase Order prior to its shipment. International orders will not be shipped unless paid for in advance. Any exceptions or modifications to these terms must be agreed to in writing and shall only be approved by Reviva Labs senior management.

Discounts

Reviva Labs provides standard tiered discounting based on Purchase Order gross sales. New Resellers will be “assigned” a standard discount based on projected purchase volume. Discounts are reviewed quarterly and adjustments to discount tiers is based on quarterly average purchase volume. Only shipped, invoiced, and completely paid sales are calculated into the quarterly average. All discounts are subject to minimum opening order amounts and reorder minimums.

Standard Tiers

Level	Qtr Avg	Discount	OPEN	Reorder
Whole Sale	$5,000 to $9,999	40% SRP	$5,000	$2,500
Whsle Silver	$10,000 to $14,999	45% SRP	$10,000	$5,000
Whsle Gold	$15,000 to $24,999	50% SRP	$15,000	$7,500
Distributor	$25,000 and over	55% SRP	$25,000	$10,000

Negotiated Rates

Resellers with larger volumes are eligible to receive negotiated rates and other benefits. These negotiated rates shall be reflected on Sales Orders and Invoices.

Master Case Discounts

Resellers who order by complete Master Cases receive an additional 1% discount.

Spoilage, Damage, Shrinkage

Reviva Labs offers a 1% allowance to cover spoilage, damages, and shrinkage – unless the reseller already takes a similar deduction. Excessive issues shall be examined and credited per incident.

Purchase Orders

All orders for Products submitted by Reseller shall be in writing and sent to Reviva Labs via fax, email, or EDI transmission. Purchase Orders shall contain the following:

• Product ordered identified by Reviva Labs Sku or UPC
• Quantity requested per Product
  • Depending on the product, items are sold in either increments of six, twelve, fifteen or twenty-four (per inner pack) and should be ordered accordingly
• Unit Price
• Delivery date and Ship To Address

Reviva Labs shall, within three (3) business days of receipt of the Purchase Order from Reseller, communicate in writing (email, fax, EDI, etc.) its acceptance or rejection of the said Purchase Order. Any orders not confirmed or rejected within the three day period shall be deemed to have been accepted.

Reseller has the right to cancel any Purchase Order without any liability up to seven (7) business days before the requested ship date or upon written consent by Reviva Labs. If the Purchase Order has already shipped prior to cancellation, Reseller is responsible for returning the merchandise, including return shipping, or shall pay for the received goods as per the Purchase Order.

Freight/Shipping

Reviva Labs shall commercially reasonable efforts to deliver the Products in accordance with the instructions provided on Reseller’s Purchase Order.

Due by dates: Reviva Labs shall make commercially reasonable efforts to meet the estimated ship date and/or delivery date specified in a Purchase Order but shall not be liable for failure to deliver or for any delay or effort in delivery of Product for reasons beyond Reviva Labs’ control (i.e., weather delays, emergencies, etc.). Excessive cold or hot weather may also affect ship dates to ensure the product is protected from extreme temperatures during transport. If Reviva Labs cannot meet the ship date and or delivery date specified in the Purchase Order Reviva Labs will notify Reseller and discuss in good faith an adjusted delivery schedule. 

Free shipping (U.S.): Resellers are eligible for free shipping on orders of $1,000 and above. Orders eligible for free shipping (paid by Reviva Labs) shall be shipped via the best method as determined at the sole discretion of Reviva Labs. These methods may include UPS, FEDEX, USPS, LTL, or other Freight. If Reseller demands a specific method or carrier, that is more expensive than Reviva Labs’ preferred method, then Reviva Labs shall make the Reseller’s order available as F.O.B/Ex Works and the Reseller shall coordinate its own shipping. Freight fees are not included in quarterly averages when calculating Reseller discounted rates.

International Shipping: International Orders are F.O.B./Ex Works unless otherwise agreed to in writing and authorized by Reviva Labs’ Senior Management.

Title, risk of loss, theft, and damage shall pass to the Reseller upon delivery of Product to the addressed detailed in the Purchase Order or for International Orders upon freight on boarding.

Resellers that coordinate their own shipping must provide Reviva Labs with a Bill of Lading (BOL) and properly schedule dock appointments with Reviva Labs shipping department (856-428-3885 or shipping@revivalabs.com). Drivers picking up shipments must arrive at the designated date and time and provide proper documentation to claim the outbound freight. If a driver presents improper, incomplete, or lacks documentation, Reviva Labs reserves the right to refuse onboarding of freight, and the shipment will not be loaded. Reasonable effort to facilitate onboarding will be made by contacting the Reseller or their freight company – but no shipments will be loaded unless properly documented.

Returns

Unsold merchandise may be returned when agreed to in advance or upon authorization by Reviva Labs. (NOTE: International orders are not eligible for returns.) Resellers have the option to ship returned products or have Reviva Labs coordinate return shipping. However, return shipping fees will be deducted from the refund. Refunds shall be processed only after returned products have been received, inspected, and deemed suitable for restocking and/or resale. Products being returned should be packaged safely for return shipping.

Products returned in poor condition will not be eligible for refund. Additionally, Resellers who received free product (e.g., due to free-fill on new stores or new product additions) will have the equivalent free product amount deducted from their refund.

Resellers found to be in violation of MAP Policy for a third time hereby forfeit all claims and rights to return unsold product for a refund, including any chargebacks.

Promotions

Reviva Labs offers regular promotions and reseller incentives throughout the year. A yearly promotional calendar is available. It is the responsibility of the Reseller to monitor communications from Reviva Labs for upcoming on ongoing promotions. Reseller promotions are generally announced via email newsletter or communicated by our Sales Reps.

Charge backs

Reseller charge backs (MCBs, etc.) or other deductions for loss, damage, short ships, etc. must be requested and processed by the Reseller within 60 days of the date of shipment. Charge backs for advertising or promotions must be requested and processed by the Reseller within 30 days of the advertising or promotion. Charge backs for customer returns must be requested and processed by the Reseller within 30 days of the return. Charge backs attempted beyond their eligible time frames shall be deemed invalid and shall not be honored. Products returned due to expiration or short dating shall fall under the aforementioned Returns.

New Store Openings and/or Product Additions

Existing U.S. Resellers with Brick & Mortar locations are eligible to receive new store and/or new product promotions. Our standard New Store promotion is one (1) free product for every one (1) purchased – up to a maximum of three (3) free products per item.

Existing brick & mortar Resellers adding additional Reviva Labs Products are also eligible for one (1) free product for every one (1) purchased – up to a maximum of three (3) free products per item – and may also receive a 15% Discount on the new Products for up to ninety (90) days. New store and new product free products are only available to U.S. Resellers in good standing.

Sales Support & Training

Reviva Labs wants to assist you in preparing to sell our products. We offer many sales tools designed to assist you in selling our products. Catalogs, sell sheets, PowerPoint presentations, and more are available for Resellers.

Additionally, Reviva Labs offers free training and education resources. We host regular educational webinars and can arrange training sessions at Reseller locations or at regional events or via online.

Co/Op Advertising

Top Resellers may be eligible to receive co-operative advertising expenditures based on the Resellers purchasing volume. Co/op ad spending is at the discretion of Reviva Labs.

Reseller Territories

If a Reseller has been granted exclusivity within a specified Territory this Territory will be defined in an addendum. A Territory can be an online channel, country, state, region, postal code zone, or similar.

Resellers granted Territories shall be required to achieve sales targets and goals. Failure to reach outlined metrics can have their Territories removed or exclusivity withdrawn.

By default, Resellers are not authorized to sell via online platforms, except for their own Reseller website unless specifically authorized, in writing, by Reviva Labs.

Resellers must seek approval for each specific platform. Reseller may not advertise or sell the Products on an online marketplace (e.g., Amazon) or resell Products to distributors or for further distribution in any manner on an online marketplace (e.g., Amazon). 

The following U.S. based online marketplaces (or similar) are by default disallowed and require separate, specific written authorization for each:

• Amazon.com
• eBay.com
• Walmart.com

All international Resellers are prohibited from selling or shipping products back into the United States or its Territories unless specifically authorized to do so in writing. Resale to the U.S. (a.k.a. diverting) by international Resellers will result in immediate revocation of its Reseller authorization.

Reseller Responsibilities

Reseller shall use its best efforts to (a) market, advertise, and otherwise promote and sell Reviva Labs’ Products in its Territory, (b) perform its obligations under these Terms in a timely and professional manner and (c) help to preserve the goodwill and reputation of Reviva Labs and its Products.

Reseller is solely responsible for complying with the applicable laws and regulations in its Territory, or any nation, or political subdivision thereof, in which it engages in business in performing its responsibilities hereunder. Reseller shall bear all expenses and costs related to compliance or registration of products with any such laws and/or regulations.

International Resellers are not eligible for Master Case Discounts and Spoilage, Damage, Shrinkage Allowances, and or Chargebacks as outlined unless specifically pre-authorized in writing. Reseller promotions are also not applicable for International Resellers.

Handling and Storage

Reseller agrees to handle and store the Products in a safe manner and in compliance with Reviva Labs’ storage and handling guidelines.

Support of Manufacturer’s Warranty

Reseller may extend to any proper purchaser of the Products the original manufacturer’s warranty in accordance with its terms. Reseller may not modify or alter the original manufacturer’s warranty, represent or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Reseller must adhere to Brand’s warranty and customer support obligations and initiatives.

Warranty

The Products contained in any shipment or delivery made by Reviva Labs, its subsidiaries made to or on the order of Reseller, its subsidiaries or affiliates are hereby guaranteed, as of the date of such shipment or delivery: (a) to not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, and in effect at the time of such shipment or delivery (the “Act”) or within the meaning of any applicable federal, state or municipal law, rule, regulation, or ordinance, (b) to not be an article which cannot be introduced into interstate commerce under the provisions of Act, and (c) to be in compliance with all federal, state, and local laws, rules, and regulations applicable to the Product and to the manufacture, packaging, sale, shipment, and delivery of the Product, including, without limitation, all labeling and disclosure laws and regulations, such as California’s Safe Drinking Water and Toxic Enforcement Act of 1986, Health and Safety Code Section 25249.5 (“Proposition 65”).

Problem Resolution

Reseller shall keep Reviva Labs informed on a regular basis as to any problems encountered with its Products and as to any resolutions arrived at for those problems.

Report Unauthorized Resellers

If Reseller has information, or reasonably suspects, that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand, Reseller must promptly notify Brand.

Continuing Obligations

The termination of this Agreement shall not release Reseller from the obligation to pay any sum that Reseller may then owe to Reviva Labs, or from the obligation to perform any other duty or to discharge any other liability incurred by Reseller prior thereto. The termination of this Agreement shall not release Reviva Labs from the warranties in this Agreement.

Indemnity

Reseller shall indemnify and hold Reviva Labs harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees) which Reviva Labs incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Reseller under this Agreement or any breach of this Agreement by Reseller.

Conditions to Indemnity. Reseller’s obligations under this Section are contingent upon: (a) Reviva Labs promptly gives written notice of any claim to Reseller; (b) at Reseller’s expense, Reviva Labs provides reasonable assistance which Reseller may reasonably request for the defense of the claim; and (c) Reseller has the right to control the defense or settlement of the claim, provided, however, that Reviva Labs shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

Insurance

Reviva Labs agrees to maintain in effect insurance coverage with reputable insurance companies (having at least an “A” or better Financial Strength Rating according to the latest A.M. Best Report) licensed to do business in the jurisdictions in which the Products are to be distributed. Reivva Labs’ commercial general liability insurance shall be in the amount of at least $2,000,000 per occurrence. Upon request, Reviva Labs shall designate Reseller as an additional insured under the commercial general liability policy and provide Reseller with certificates evidencing the above-referenced coverages.

Audits

Reviva Labs reserves the right to audit up to two (2) years of Reseller’s transactions with Reviva Labs.  Auditable transactions include, but are not limited to items such as invoices, price changes, promotions, credits, and chargebacks. Reseller shall keep full and detailed accounts for a period of not less than two (2) years and shall exercise such controls as may be necessary for proper financial management with respect to transactions with Reviva Labs. Claims resulting from an internal Reviva Labs or third-party audit shall be invoiced to Reseller and due immediately.

Governing Law; Jurisdiction; Venue

These Reseller Policies & Procedures shall be governed by and interpreted in accordance with the laws of the State of Ohio. Reseller submits and consents to the jurisdiction of any state or federal court of competent jurisdiction located in Montgomery County, Ohio, in any action or proceeding arising out of or relating to these Reseller Policies & Procedures and waives any defense of inconvenient forum to action in such court.

Independent Contractors

Nothing contained in these Reseller Policies & Procedures shall be construed as creating a partnership or joint venture between Reviva Labs and Reseller, and Reseller shall at all times be deemed to be an independent contractor with respect to Reviva Labs, solely responsible for the manner by and the form in which it fulfills these Reseller Policies & Procedures.

Assignment

Reseller shall not assign these Reseller Terms (Policies & Procedures) without Reviva Labs’s prior written consent, which consent may be withheld or conditioned in Reviva Labs’s sole discretion, except when Resellers sell to other resellers (i.e., distributors, etc.). Resellers reselling Reviva shall communicate and/or deliver these Reviva Reseller Terms so that subsequent resellers shall abide by Reviva’s Reseller Terms.

Entire Agreement

This Reseller Policies & Procedures, and any updates made by Reviva Labs, shall constitute the complete, exclusive and final expression of the parties’ agreement.  The invalidity, in whole or in part, of any Section of these Reseller Policies & Procedures shall not affect any other Section.  To the extent of any conflict or inconsistency between these Reseller Policies & Procedures and any purchase order, or any similar document, these Reseller Policies & Procedures shall govern.

Remedies

In no event will Reviva Labs be liable to Reseller, for any indirect, incidental, consequential, special, punitive or exemplary damages, including, without limitation, lost profits, lost business, damage to goodwill or reputation.

Amendment and Waiver

Reviva Labs reserves the right to modify these Reseller Policies & Procedures at any time with at least fourteen (14) days prior notice by posting changes to Reviva Labs’s website or by conveying updated policies via email or fax.  Any such amendment shall only apply to purchases of Products on or after the effective date of such amendment.  The failure of Reviva Labs to enforce any provision of these Reseller Policies & Procedures shall not be construed as a waiver or limitation of Reviva Labs’s right to subsequently enforce any provision herein.

Addendums

Any variances from these Reseller Policies & Procedures must be set forth in a written Addendum signed and dated by authorized representatives of Reviva Labs and the Reseller.

Signature

_____________________________________ Reseller Company

_____________________________________ Authorized Signature

_____________________________________ Print Name

_____________________________________ Print Title

_____________________________________ Notification Email

___________________ Date

Acceptance of the terms and conditions set forth in this document shall be deemed to occur upon (1) Reseller’s signing of the document, (2) Reseller’s written acceptance of the document via email or other written notification, or (3) Reseller’s purchase of Reviva Labs’ products on or after December 14, 2020.