Flambeau, Inc. E-commerce Reseller Policy
Effective Date: June 1, 2024
Flambeau Inc. (“Flambeau”) is dedicated to collaborating with customers to facilitate the sale of Flambeau products through pre-approved online marketplace sales channels, websites, electronic application, and/or e-commerce sales platforms (collectively, “E-commerce Sales”). As part of this commitment, Flambeau maintains this E-commerce Reseller Policy (“E-commerce Policy”) designed to safeguard the Flambeau brands and intellectual property, as well as uphold the interests of reseller and distribution channel partners. This E-commerce Policy also aims to ensure that end users receive accurate product information, pricing, and warranty protection that align with Flambeau standards. Additionally, the E-commerce Policy strives to promote fair competition among resellers and provide support for those who have invested in stocking and marketing Flambeau products while complying with Flambeau policies and programs.
This E-commerce Policy applies to all retail resellers and distributors that sell Flambeau products. “Products” means products manufactured by Flambeau, or which are otherwise sold or marketed by Flambeau, which have been or will be provided to the reseller or distributor. Reseller’s and distributor’s activities may be reviewed for compliance with this E-commerce Policy. Flambeau will also interpret and enforce this E-commerce Policy in its sole discretion. Flambeau reserves the right to modify this E commerce Policy at any time without notice. It is the responsibility of resellers and distributors to check back periodically for any updates to this E-commerce Policy. Flambeau reserves the right to terminate, in its sole discretion, its approval for resellers or distributors to sell or market Flambeau Products via E Commerce Sales at any time.
ONLINE MARKETPLACE RESELLING
Flambeau prohibits the resale of its proprietary products via third-party E-commerce Sales without its prior written consent. Resellers and distributors may only take orders via websites owned and operated by their own company. Selling on (i) third party marketplaces such as Amazon, eBay, Walmart, or any other similar “online marketplace” (e.g. Craigslist, Facebook Marketplace, etc.), (ii) any website or third-party marketplace that uses a fictitious, hidden, masked, or other name that has not previously been disclosed to
Flambeau, or (iii) promoting or selling any Products to a third-party if that party intends to resell the Products online on a third-party marketplace, or via any other e-commerce channel (collectively, “Prohibited Platforms”) is strictly prohibited.
Flambeau may approve the use of Prohibited Platforms only through the execution of an E-Commerce Reseller Agreement executed by an authorized representative of Flambeau. A valid E-Commerce Reseller Agreement is the only means of Flambeau providing consent to sell via Prohibited Third Party Sites. No Flambeau employee or agent can authorize Ecommerce Sales via Prohibited Third Party Sites through oral statements, other written agreement, or by any other means.
E-COMMMERCE SALES - PERMITTED WEBSITES
Flambeau permits and encourages retail resellers to participate in the B2C (business-to-customer) sale of its proprietary products on authorized reseller owned e-commerce storefronts (“Permitted Websites”). A Permitted Website is a website or mobile application that is operated in compliance with this E-commerce Policy. Only resellers purchasing products directly from Flambeau and operating in compliance with this E-commerce Policy are permitted to sell Flambeau proprietary products on their own ecommerce storefront.
AUTHORIZED DISTRIBUTOR RESELLING FOR ONLINE SALES
Authorized distributors are permitted to sell Flambeau products only to their B2B (business-to-business) customers through their website or ecommerce storefronts. Authorized distributors are not permitted to resell Flambeau products to end users/consumers on owned or affiliated ecommerce storefronts, either directly or indirectly, or resell Flambeau product to other e-commerce sales channel distributors or online marketplace resellers. Flambeau recognizes that sales to e-commerce resellers may inadvertently occur from time to time. Therefore, in the event that a transaction inadvertently occurs with a party that violates any part of this E-commerce Policy, the distributor must disclose the details of those transactions (e.g., when and to whom such products were sold) so that Flambeau may enforce this E-commerce Policy.
Sellers transacting Flambeau products through ecommerce that did not procure the product from Flambeau directly or an authorized Flambeau distributor are not authorized to sell Flambeau products online or use Flambeau trademarks, copyrights, images or product information. Flambeau reserves the right to take enforcement action against the seller and supplier of the product in accordance with this E commerce Policy.
GENERAL REQUIREMENTS FOR E-COMMERCE SALES
All resellers and distributors participating in E-commerce Sales must:
- Operate through Permitted Websites in the legal name or registered trade name of reseller’s or distributors, as applicable, organization that is on file with Flambeau;
- Permitted Websites must not give the appearance that they are operated by Flambeau unless Flambeau expressly approves all such elements in writing;
- Reseller’s or distributor’s full legal name or registered trade name, mailing address, email address, and telephone contact must be easily found on the Permitted Websites and must be included with any shipment of Products from the Permitted Websites or in an order confirmation email sent at the time of purchase;
- Maintain accurate brand & Product information;
- The Permitted Websites must provide and disclose methods for customers to submit inquiries and feedback (“Customer Inquiries”). Upon request by Flambeau, resellers and distributors must provide copies of any information related to Customer Inquiries, cooperate with any investigation of negative reviews associated with the sale of the Products, and use reasonable efforts to resolve any complaints;
- Maintain all records related to Customer Inquiries for a period of three (3) years following the creation or submission of such a record, to the extent legally permitted;
- Maintain proper use of all Flambeau intellectual property;
- Comply with any instructions regarding the handling, storage, transport, disposal, or other logistical aspects of the Products, including any instructions provided on the Product labels and/or data safety sheets;
- Sell products only in original packaging. Alterations to Products or their packaging are not allowed unless approved in writing by Flambeau. Resellers and distributors may not remove or modify any label or remove or revise any literature accompanying the Products. Resellers and distributors may not represent, advertise, or resell any Product as “new” that has been returned, opened, or repackaged in any way;
- Have familiarity with the Products and maintain sufficient Product knowledge to be able to educate end users on the proper and safe use of them, as well as any applicable warranties;
- Do not duplicate or develop different UPCs to differentiate a product;
- Honor any MAP requirements or communications;
- Extend to any end user applicable warranties for the Products, including original manufacturer warranties, in accordance with its terms; and
- Do not alter or modify any warranties or characterize any warranties in a misleading manner.
USE OF NAMES AND LOGOS
Flambeau, its affiliates, or its licensors own all proprietary rights in and to the Flambeau and affiliated brands, names, logos, trademarks, service marks, trade dress, copyrights, images, and other intellectual property related to the Products (the “Flambeau IP”). Resellers and Distributors must cease any use of the Flambeau IP upon suspension or termination of their status as an authorized reseller or distributor. Use of the Flambeau IP must be in accordance with any brand guidelines Flambeau may provide from time to time, and must be commercially reasonable as to the size, placement, and other manners of use. Flambeau reserves the right to review and approve, in its sole discretion, use or intended use of the Flambeau IP at any time, without limitation. Unless expressly approved in writing by Flambeau, resellers and distributors may not create, register, or use any domain name or any mobile application that contains any Flambeau product name or any trademark owned by or licensed to Flambeau, nor a misspelling or confusingly similar variation of any Flambeau product name or any trademark owned by or licensed to Flambeau.
LEGAL COMPLIANCE
Flambeau requires all resellers and distributors to sell and advertise the Products and otherwise operate their businesses in a legal and ethical manner. Resellers and distributors acknowledge that they will comply with all applicable laws, rules and regulations related to the advertising, sale, and marketing of Flambeau products, including but not limited to:
- Refraining from false, misleading deceptive, or similarly illegal or unethical advertising or other behavior such as engaging in deceptive sales tactics;
- Comply with all applicable privacy, accessibility, privacy, data security and other laws, regulations, and industry standards, accessibility standards, and all applicable Payment Card Industry (PCI) data security standards; and
- Maintain and publish a privacy policy and comply with it.
ENFORCEMENT
Resellers and authorized distributors may not circumvent any term of this E-commerce Policy through any means. Flambeau will interpret any violations of this E-commerce Policy in its sole discretion. No failure or delay of enforcing this E-commerce Policy shall be deemed a waiver of any right or remedy Flambeau may have.
Resellers and authorized distributors that fail to comply with any term in this E-commerce Policy will be subject to enforcement actions at Flambeau’s discretion including but not limited to:
- Cease and Desist Order. If found to be in violation of this policy, the reseller will receive a cease and desist order via email and will be given ten business days from the date of the communication to remove all Flambeau listings and inventory from the identified E commerce sales platform(s) After ten business days, if the reseller is still actively listing and facilitating the sale of Flambeau products on the identified E-commerce sales platform(s), the reseller’s listings and inventory will be considered counterfeit. TheSmartFellows-Flambeau Compliance Team representative will take action to file an intellectual property claim against your account for selling counterfeit Flambeau products;
- Loss of authorization to sell Flambeau products;
- Loss, termination or non-renewal of rebate incentives, or other marketing funds from Flambeau;
- Suspension of shipments;
- Permanent termination of reseller’s or authorized distributor’s account with Flambeau;
COMMUNICATIONS
Flambeau designates TheSmartFellows (TSF) Compliance Team as an authorized representative and contact for the communications and enforcement of the Flambeau E-commerce Policy;
TheSmartFellows (TSF) authorized email: amazonticketing@thesmartfellows.us
For any questions, please email us at amazonticketing@thesmartfellows.us