Terms and Conditions
BOTICARIO US, LLC (the “Brand Owner”) hereby adopts this “US RESELLER T&Cs (this “T&Cs”) and requires that each person, firm or entity (as applicable, a “RESELLER”) that purchases Brand Owner’s products (the “Products”) for resale agree to comply with this T&Cs. Accordingly, this T&Cs replaces any contract entered into between Brand Owner and RESELLER with respect to RESELLER’s purchase or sale of the Products.
- The RESELLER undertakes to purchase from the Brand Owner the Products for resale door to door or at his own store (physical and online store store), on his own, earning profits and assuming the risks and losses arising from his commercial activity and undertaking to pay for the Products purchased within the term and conditions established in the Invoice issued by the Brand Owner.
- RESELER shall not resell at amazon.com nor to other online marketplaces, to wholesalers, other stores or to distributors. For clarity, unless otherwise agreed with Brand Owner in writing, RESELLER may only purchase Products for resale to consumers and end user customers and RESELLER may not resell Products to distributors or for further distribution in any manner.
- Shipping or selling products outside of the US + US territories is also expressly prohibited.
- If Brand Owner maintains a “minimum advertised price” or “MAP” or other policy that restricts the minimum price at which the Products may be advertised, RESELLER may not advertise the Products at a price less than such minimum advertised price.
- The Brand Owner may, at its sole discretion, condition the beginning of activities to the acquisition, by the RESELLER, of the “Initial Kit” that corresponds to a varied batch of products, in a value to be indicated by the Brand Owner.
- The purchased products will ONLY be delivered to the address on the registration form, unless Brand Owner agrees in writing to the exception. Shipping costs and Sales Taxes will be entirely charged from RESELLER and added to the final purchase price. Sales taxes can only be waived if RESELLER is able to send Brand Owner a “tax exempt” document. Brand Owner will not ship products to third-party addresses or to any address which is different from the one appointed in registration form – being the RESELLER the sole responsible for updating the data presented to the Brand Owner whenever there is any change. Brand Owner will ship the products on a timely manner as stated on the RESELLERs website and/or according to the information provided in the purchase checkout.
- RESELLER must check his order upon delivery of the products, confirming its regularity, quantity and integrity, and if any damage or irregularity is identified, the order must be promptly rejected by the RESELLER and returned to the Brand Owner within 5 business days of receipt, under penalty of tacit acceptance of the request under the conditions received. IN ANY MOMENT AND UNDER NO CIRCUMSTANCES RESELLER SHALL SELL EXPIRED, DAMAGED OR TAMPERED
- Brand Owner will inspect all Products upon receipt and return in accordance with the terms of sale any Products that appear broken or defective upon inspection.
- Detailed Return and Shipping Policy can be found on the site (https://www.revendaboticarious.com/policies/refund-policy). Brand Owner has the right to change these policies at any time by posting updated terms publicly on the site.
- RESELLER shall cooperate with the Brand Owner in handling any complaints, proceedings, actions or claims with respect to Products, including Customer complaints (collectively, “Claims”), and shall take reasonable actions to progress and resolve all such Claims. Without limiting the foregoing, RESELLER shall (a) notify the Company within two business days after becoming aware of or receiving any Claims; (b) provide copies thereof to the Company within two business days after notification thereof, together with details regarding the manner in which those Claims are being or have been dealt with; (c) notify the Company within twenty-four (24) hours if RESELLER becomes aware of any serious safety issues caused or suspected to be caused by any Product, or any information or issue regarding Product(s) that is likely to lead to serious safety issues; (d) keep and maintain records during the Term of all Claims received by the Brand Owner; and (e) provide such assistance and information as the Brand Owner reasonably requests to fulfill Brand Owner's complaint handling obligations for the Products.
- Any decision to initiate a recall, market withdrawal, stop shipment of or any other corrective action or safety-related communication (a “Recall”) with respect to any Products shall be made by the Brand Owner in its reasonable discretion. RESELLER shall notify the Brand Owner of any request or order by a governmental entity to initiate a Recall. Within two business days after notification from the Brand Owner of the potential for a Recall, RESELLER shall provide Brand Owner with a copy of all sales and distribution records relating to such Product and shall otherwise reasonably assist the Company in the conduct of any such Recall, including assisting in any customer contact logistics. Brand Owner shall be responsible for all costs associated with the Recall, including RESELLER’s costs incurred in connection with its cooperation with any such Recall, and all costs and fees incurred in connection with the return of Products to Brand Owner’s preferred location. Notwithstanding the foregoing, RESELLER shall bear all costs associated with handling Claims or conducting Recalls to the extent such Claims or Recalls arise out of RESELLER’s actions, inaction, or violation of applicable laws.
- RESELLER agrees to handle and store the Products in a safe manner and in compliance with Brand Owner’s storage and handling guidelines. RESELLER will ensure that any Products it purchased are stored in secure, climate-controlled warehouses. RESELLER agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Brand Owner’s request, RESELLER will provide Brand Owner with (a) a list of all storage locations utilized by RESELLER, (b) a current inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at RESELLER’s stated locations.
- This contract does not guarantee either party preference or any kind of exclusivity. The RESELLER may resell products of competing companies and conduct his activity autonomously, freely, with complete independence and in the way that best suits him/her, and he/she is not even obliged to observe the prices presented in the advertising catalogs and magazines, as long as he respects the Direct Selling and brand rules.
- If any significant quantity (30+) of Products purchased by RESELLER are lost, stolen or damaged, RESELLER will promptly report such event to Brand Owner.
- If RESELLER has information, or reasonably suspects, that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner, RESELLER must promptly notify Brand Owner. Also, RESELLER shall NOT engage or solicit third parties to bring Brand Owner branded products from oversees or attempt to do so on their own.
- Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate RESELLER’s compliance with this Policy and to support Brand Owner’s warranty support and customer support obligations and initiatives.
- In order to enable the registration and approval of RESSELER for its performance under the terms of this instrument, a registration form must be duly filled by the RESELLER with the following information: (i) First name, (ii) Last name, (iii) phone number, (iv) Complete address, (v) Email address, (vi) Store name, address, e-mail and website URL (if applicable).
MINIMUM AVERAGE ORDER
- A minimum average order of USD $150 (one hundred and fifty US Dollars) per month is required to any RESELLER. Brand Owner has the right to cancel this Agreement if orders do not reach the minimum average (check will be done every 3 months [total of $450 required for each 3-month period]).
- A minimum value of USD $100 (one hundred US Dollars) per order is required. RESELLER will NOT be able to finish the purchase if the value does not reach the minimum required.
- Brand Owner shall create sales goals for its RESELLERS and may connect these goals to a specific, and yet to be defined, list of benefits.
- Any applicable discount level shall be defined at the signing of the agreement and may vary depending on the level of sales.
PROCESSING OF PERSONAL DATA
TERMINATION OF THE CONTRACT
This contract can be terminated at any time, at the initiative of either party, without any reason and without charge, by sending a written communication including full name, email to contactUS@oboticario.com.br.
- The supply of the reseller's products and / or registration may still be suspended or terminated by the brand owner:
- IF THE CLAUSES OF THIS CONTRACT ARE NO LONGER FULFILLED BY THE RESELLER.
- WHENEVER MINIMUM ORDER REQUIREMENTS ARE STABLISHED, IF THE RESELLER DOES NOT PLACE A MINIMUM ORDER WITHIN THE PERIOD DEFINED BY THE BRAND OWNER.
- IF THE INFORMATION PROVIDED BY THE RESELLER IS NOT TRUE OR NOT UP TO DATE.
- IN CASE OF SUSPICION OR EVIDENCE OF IRREGULARITIES OR FRAUD.
- IN CASE OF INCONSISTENCY OR LACK OF UPDATING OF THE REGISTRATION DATA BY THE RESELLER.
- IN CASE OF EXPRESS ORDER FROM PUBLIC AUTHORITIES AS A RESULT OF VIOLATION OF CURRENT LEGAL PROVISIONS.
- IN CASE OF LOSS OF THE BRAND OWNER'S RIGHT TO OPERATE THE DIRECT SALES CHANNEL.
- IN CASE RESELLER IS SELLING OUTSIDE THE LIMITS AND DEFINITIONS SET FORTH IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ITEM A.
- IN CASE RESELLER SELLS EXPIRED, DAMAGED OR TAMPERED PRODUCTS.
- IN CASE RESELLER ACTS IN A WAY TO DENIGRATE BRAND OWNER'S PRODUCTS, BRANDS, REPUTATION OR NAME.
- In the event of suspension, termination or termination of this contract, for whatever reason, the RESELLER is obliged to return of any material that is the property of the Brand Owner.
- THE RESELLER must communicate to the Brand Owner, any and all changes in his registration data, including, but not limited to, his address and telephone number, the Brand Owner is not responsible for delivery to a different location.
- For the purposes of this contract, communications made by the Brand Owner and / or third parties indicated by the latter are considered, by
- e-mail to the electronic address and / or telephone number indicated by the RESELLER in its registration;
- The RESELLER recognizes and declares, in relation to the intellectual property of the O Boticário Group brand and its sub-brands, including Brand Owner’s brands that: (i) it does not have any right over the brands and designations of the respective products, committing itself not to use them, outside the scope this contract; (ii) will respect and not perform any act that may violate industrial property rights or damage the good image of the brands; (iii) undertakes not to register any names, signs, works that may be protected by intellectual property rights and that may conflict with the rights of the O Boticário brand and / or, in any way, harm them (iv) is not authorized to provide information, statements or express itself on various matters to the general public, in order to create the appearance of being an employee, legal representative and / or spokesperson for the Brand Owner or the O Boticário brand, or even associating his opinion as being the opinion of the Brand Owner or the O Boticário brand.
- THE RESELLER cannot duplicate, alter or create materials with the marks and will only use printed or electronic materials that are made available by the Brand Owner.
- THE RESELLER is not a representative, agent, or agent of the Brand Owner, being forbidden to commit himself on his behalf, as well as to use or reproduce, under any pretext, the brands and expressions of advertising, acknowledging that he is from the Brand Owner to use license to operate the trademark.
- The RESELLER's may not participate or use the company brand’s in fairs, exhibitions or any other events of a similar nature, unless upon the Brand Owner's prior written authorization.
IMAGE USE AUTHORIZATION
- THE RESELLER authorizes the free use of its image, content, name and / or voice, by the Brand Owner or by the licensed companies of the brand, during the term of the contractual relationship, being able to transmit them all over the world, in any type of existing or to be created media, whether mass or directed.
- It is the RESELLER's duty during the entire contractual relationship: (i) to act in accordance with the legislation, not practicing illegal acts of any nature; (ii) have as premise the respect and seriousness in the relationship with third parties; (iii) act and demonstrate correct and ethical posture in the exercise of activities, not placing oneself in situations of vulnerability or suspicion; (iv) refrain from expressing a personal opinion or judgment of value in contact with third parties in relation to the Franchisor; (v) to care for the brand image, protecting it from vexing situations or that may expose it negatively to third parties; (vi) observe the guidelines of the Boticário Group Code of Conduct, available at com.br.
- This contract is entered into on a very personal basis, which is why the RESELLER may not assign or in any way transmit, in whole or in part, the rights including, but not limited to (i) awards - whenever applicable, (ii) incentive bonuses - whenever applicable, rights and obligations arising from this contract .
- The RESELLER will bear all expenses, responsibilities and charges inherent to the exercise of its activity, including, but not limited to, taxes, businesses licenses, fees or similar charges. RESELLER is solely responsible for collecting all federal and state taxes applicable to the sales. Brand Owner is not liable for RESELLER’s failure to collect taxes on sales
- The nullity or annulment of any item of this contract will not imply the nullity or annulment of the others, which will remain in force.
- Failure to apply the sanctions provided for herein, as well as the abstention from exercising any right conferred herein, will be considered acts of mere tolerance and will not imply novation or waiver of the right, and the parties may exercise them at any time.
- This T&Cs may be updated by the Brand Owner and its conditions shall apply within 30 days from Brand Owner’s notice to the RESELLER regarding such amendments.