International Distributor Policy

DISTRIBUTOR POLICY

The Kentucky Equine Research, Inc. Distributor Policy (the “Policy”) applies to all distributors of Kentucky Equine Research, Inc. (“KER”) products (the “Products”) outside of the United States. The Policy is effective immediately. By purchasing Products from KER for distribution to Authorized Reseller customers, you (“Distributor”) agree to adhere to the following terms and conditions.

1. Sales to Authorized Resellers. Distributor shall sell Products only to KER Authorized Resellers (“Authorized Resellers”). An Authorized Reseller (i) is an individual or business entity that purchases and resells the Products as part of a commercial enterprise; (ii) has received and adheres to the Kentucky Equine Research Authorized Reseller Policy; and (iii) has not had its Authorized Reseller status revoked by KER. Authorized Resellers are determined by KER in its sole discretion.

If any customer or prospective customer of Distributor is not an Authorized Reseller, Distributor must provide the Kentucky Equine Research Authorized Reseller Policy to the customer or prospective customer. If the prospective customer agrees to adhere to the Kentucky Equine Research Authorized Reseller Policy, Distributor may thereafter sell Products to such Authorized Reseller unless and until KER revokes such Authorized Reseller’s status.

Products sold to unauthorized persons, including customers whose Authorized Reseller status has been revoked, and Products sold through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain KER promotions, services, and/or benefits, including, unless prohibited by law, coverage under any KER Product guarantees.

2. Distributor’s Obligations.

2.1. Distributor shall support KER’s sales programs and use best efforts to further the sale of the Products to Authorized Reseller customers.

2.2. Distributor shall not sell, ship, invoice, or promote the Products outside the Territory without obtaining KER’s prior written consent.

2.3. Distributor is authorized to market for sale and/or sell the Products to Authorized Reseller customers on websites owned or operated by Distributor, provided however, that such websites (i) disclose the Distributor’s full legal name, mailing address, email address, and telephone contact; and (ii) do not give the appearance that they are operated by KER. Distributor shall not register or use any domain name that contains any KER trademark, nor any misspelling of any KER trademark. KER reserves the right to terminate, at any time and in its sole discretion, Distributor’s authorization to sell the Products on such websites. Upon receiving notice of such termination, you must cease all marketing and sales of the Products on such websites immediately. Distributor shall not market for sale or sell the Products on any other website, including any online marketplace website such as Amazon or eBay, without the prior written consent of KER.

2.4. Distributor shall inspect the Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. Distributor must also confirm that product seals have not been broken. If any defect is identified, Distributor must not offer the Product for sale and must report the defect to KER at qualityassurance@ker.com.

2.5. Distributor shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, freezing temperatures (in the case of liquids) and dampness, and in accordance with any additional storage guidelines specified by KER.

2.6. Distributor shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Distributor shall not sell expired Products.

2.7. Distributor shall sell the Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products is prohibited. Distributor is prohibited from tampering with, defacing, or otherwise altering serial numbers, batch or lot codes, UPC codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited without the express written permission of KER.

2.8. Distributor shall cooperate with KER in any recall of the Products or other consumer safety information dissemination effort.

2.9. Distributor shall convey policy updates and other information to its Authorized Reseller customers upon request by KER.

3. Warranties

3.1 LIMITED WARRANTY: KER warrants that its Products will be free from manufacturing defects until the date indicated on the product label (the "Use by" or "Best by" date).

3.2 WARRANTY DISCLAIMERS. Notwithstanding the foregoing, all of KER's representations or warranties about its products are TERMINATED, NULL AND VOID immediately for any Product that is not stored according to the manufacturer's directions.

Except as expressly set forth in this Policy, KER makes no other representations or warranties, express or implied, about its Products. KER disclaims all other warranties, express or implied, about its Products, including without limitation disclaiming any implied statutory warranties of sale, implied warranties of merchantability or fitness for a particular purpose or non-infringement, or any warranties arising from course of performance, dealing, usage or trade.

3.3. SOLE AND EXCLUSIVE REMEDIES: Your sole and exclusive rights and remedies for any breach of KER's warranties are limited to a refund of the price, or replacement, of the defective Product as provided in KER's then applicable refund or replacement policies. If any remedy against KER under this Policy is deemed to have failed of its essential purpose or if KER is found liable for any other reason, then KER's maximum total liability, regardless of the form of action, shall not exceed the price of the products to which the breach applies.

3.4 LIMITATIONS OF LIABILITY. KER is not liable or responsible for any losses, damages, liabilities or injuries of any kind to the Product itself, any other property, any horse or any person, arising out of or resulting from the storage, use or application of Products from open containers not used and stored according to the manufacturer’s directions, or that was allowed to get moist or wet or damaged by rodents or other pests. In no event shall KER’s liability of any kind include any special, indirect, incidental, consequential, exemplary, lost profits, loss of use or punitive damages arising out of or resulting from use or application of its Products, however caused or on any theory of liability, whether in contract, tort (including negligence), strict liability or otherwise, even if KER knew or should have known of the possibility of such damages or losses.

12.5 NO OTHER TERMS: KER does not consent to, and hereby objects to, any terms of any purchase order, acknowledgement or other communication from you that are additional, different or inconsistent with the terms of this Policy, and no such additional, different or inconsistent terms shall become a part of the parties’ agreement, unless KER expressly agrees otherwise in writing.

4. Customer Service. Distributor’s sales personnel must be trained to accurately describe, demonstrate, and sell each Product kept in Distributor’s inventory. Distributor must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of KER.

5. Compliance with Applicable Laws. Distributor shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.

6. Intellectual Property.

6.1 KER owns all proprietary rights in and to the KER brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “KER IP”). Distributor is granted a limited, non-exclusive, non-transferable, revocable license to use the KER IP solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of your Authorized Distributor status. KER may review, approve, and/or reject, in its sole discretion, Distributor’s use of the KER IP at any time. All goodwill arising from Distributor’s use of the KER IP shall inure solely to the benefit of KER.

6.2 You acknowledge and agree that the KER IP is valuable intellectual property belonging to KER and are and shall remain the sole and exclusive property of KER. You agree not at any time to contest the validity of the KER IP or claim adversely to KER any right, title or interest in or to the KER IP. You must properly mark and identify the KER IP on all correspondence, advertising or promotion materials and other places where such KER IP appear. You must immediately cease using or displaying the KER IP upon termination of your relationship with KER.

6.3. You, prior to any use of the KER IP, shall submit to KER for its approval all advertising, artwork, promotional, packaging and descriptive materials to be used by you in connection with the Products. No changes in approved advertising, artwork, promotional, packaging and descriptive materials shall be made by you without first obtaining the further approval of KER.

Guidelines for use of the KER Trademarks are available for reference here.
Approved media files for the KER Trademarks may be accessed here.
Materials may be submitted for consideration by email to marketingapprovals@ker.com.

6.4. You agree that all advertising, artwork, promotional, packaging or descriptive materials referring to the KER IP or KER’s Products shall be in such form as to not impair or endanger KER’s ownership of or right to use the KER IP in any state or country or the validity of its registrations of the KER IP. You agree that whenever any of the KER IP are used in advertising, artwork, promotional, packaging or descriptive materials, the status of registered KER IP shall be indicated by use of all necessary and appropriate trademark registration notices.

6.5. You shall not, during the time you are a reseller for KER or at any time thereafter, manufacture, distribute or sell products other than KER’s Products under marks, trademarks, servicemarks, labels, markings, packaging, advertising or promotions deceptively or confusingly similar to those used or owned by KER.

6.6. You shall not, during the time you are a reseller for KER or at any time thereafter, analyze or reverse engineer any of KER’s Products for purposes of determining KER’s formulas or creating a competing, alternative or replacement line of products substantially similar to KER’s Products or based, in whole or in part, on KER’s formulas.

7. Termination. If Distributor violates any provision of this Policy, KER may terminate Distributor’s status as an Authorized Distributor of the Products. Upon termination, Distributor shall immediately cease representing itself as an authorized distributor of KER Products and shall cease all use of anything that may give the impression that Distributor is an authorized distributor of KER Products or has any affiliation whatsoever with KER.

8. Modification. KER reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Distributor’s continued use, advertising, offering for sale, or sale of the Products, use of the KER Trademarks, or use of any other information or materials provided by KER to Distributor will be deemed Distributor’s acceptance of the amendments.

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