1. Permitted Customers

1. Authorized Distributor Sales to Authorized Dealers.Authorized Distributors are authorized to sell Products to Authorized Dealers in the United States pursuant to the existing agreement between the Authorized Distributor and VPG.An “Authorized Dealer” is an individual or business entity that:
   1. purchases Products from an Authorized Distributor and resells the Products as part of a commercial enterprise;
   2. has received and abides by this Policy;
   3. is a patron owner that has been approved by VPG; and
   4. has not had its Authorized Dealer status revoked by VPG or been identified by VPG as ineligible to become an Authorized Dealer.

                           If any customer or prospective customer of Authorized Distributor is not yet an Authorized Dealer, such customer/prospective customer must become a patron owner and be approved by VPG.  Authorized Distributor may thereafter sell Products to such customer unless and until VPG revokes such customer’s Authorized Dealer status.  Authorized Dealers are determined by VPG in its sole discretion, and Authorized Distributor shall cease or suspend sales to any customer promptly upon request of VPG.  Authorized Distributor shall distribute policies, updates to policies, Product information, educational materials, and other information to Authorized Dealers as requested by VPG.

2. Authorized Dealer Sales to End Users.Authorized Dealers are authorized to sell Products only to End Users in the United States.An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party.Authorized Dealers shall not sell or transfer Products to any person or entity the Authorized Dealer knows or has reason to believe intends to resell the Products.Authorized Dealers shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.

2. Prohibited Customers

1. Authorized Distributors shall not sell Products to End Users without our prior written consent.
2. Notwithstanding anything to the contrary in this Policy, you shall not supply, transfer, or sell Products to any entity that operates a third-party online marketplace platform and also acts as a retailer on its platform, including, but not limited to, Amazon, Home Depot, Lowe’s, Target, Walmart, or similar platforms (i.e., no 1P sales).
3. You shall not sell, ship, or promote the Products outside of the United States of America or to anyone you know or have reason to believe intends to sell, ship, or promote the Products outside of the United States of America without our prior written consent.

    

3. Online Sales

1. Online Sales by Authorized Distributors. Authorized Distributors may not sell Products online except as provided below or otherwise authorized by VPG.
   1. Authorized Dealers may use an Authorized Distributor’s online order portal to facilitate orders from the Authorized Distributor, so long as the website requires an Authorized Dealer to obtain an account and log in to view Product listings and pricing information (i.e., B2B order portal).
   2. Authorized Distributors may also operate a platform to host Replicated Websites (as defined below) through which their Authorized Dealer customers sell to End Users.
   3.  Notwithstanding anything in this Policy to the contrary, Authorized Distributor-owned brick-and-mortar retail stores may sell to End Users through their own direct-to-consumer website (“Authorized Website”), subject to compliance with the Online Sales Guidelines.
2. Online Sales by Authorized Dealers. Authorized Dealers are authorized to offer for sale and sell Products through Permissible Public Websites and Replicated Websites (collectively, “Authorized Websites”).
   1. A “Permissible Public Website” is a website or mobile application that:
   1. is operated by the Authorized Dealer in its legal name or registered fictitious name;
   2. is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Facebook Marketplace, Target , TikTok Shop, and Walmart Marketplace);
   3. has been registered through the Online Sales Form; and
   4. is operated in compliance with the Online Sales Guidelines.

   Authorized Dealers agree to promptly notify VPG of any change to the information submitted to the Online Sales Form by reregistering with VPG on the Online Sales Form.

   ii. A “Replicated Website” is a website that:

   1. relies on the Authorized Distributor’s B2B platform;
   2. includes the Authorized Distributor’s branding;
   3. utilizes templated webpages (i.e., site layout and design, digital imagery, and site content provided by the Authorized Distributor); and
   4. is operated in compliance with the Online Sales Guidelines.
3.  3P Online Marketplace Sales.You shall not offer for sale or sell Products on or through any third-party online marketplace (including, but not limited to, Amazon, eBay, Facebook Marketplace, Target , TikTok Shop, and Walmart Marketplace) without our prior written consent.If an Authorized Dealer believes it meets VPG’s criteria to sell the Products on online marketplaces, including, but not limited to, the minimum purchase amounts set forth in the Early Order Incentive (EOI) Program, it must complete the Online Sales Form.To the extent VPG subsequently confirms the Authorized Dealer’s qualification to sell Products through the storefront(s) identified in the Online Sales Form (“Authorized Storefront(s)”), the Authorized Dealer will be authorized to sell Products through the Authorized Storefront(s), subject to your compliance with the Online Marketplace Storefront Guidelines set forth in the Online Sales Form.
4. We reserve the right to terminate, at any time and in our sole discretion, our approval for you to offer for sale and sell Products through any website, online marketplace, mobile application, or other online forum, and you must cease all such offering for sale and sales immediately upon notice of such termination.The terms of this Policy supersede any prior agreement between you and VPG regarding the sale of the Products online.Any authorization previously granted to you by VPG to sell the Products online that is inconsistent with this Policy is hereby revoked.

4. Sales Practices You shall conduct your business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.You shall not make any warranties or representations concerning the Products except as expressly authorized by VPG. You shall comply with all applicable laws, rules, regulations, and policies (a) applicable to your business and/or (b) related to the marketing and sale of the Products.You shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of VPG or the Products. You shall not advertise Products not carried in inventory.

5. Product Care, Customer Service, and Other Quality Controls You shall comply with the Product Care, Customer Service, and Other Quality Controls.

6. Intellectual Property

1. You acknowledge and agree that VPG owns all proprietary rights in and to the ferti•lome and Hi-Yield brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “VPG IP”).You are granted a limited, non-exclusive, non-transferable, revocable license to use the VPG IP solely for purposes of marketing and selling the Products as set forth herein.This license will cease upon termination of your status as an Authorized Seller.All goodwill arising from your use of the VPG IP shall inure solely to the benefit of VPG.
2. Your use of the VPG IP shall comply with any guidelines that we may provide, including those stated in VPG Brand Guidelines, and must be commercially reasonable as to the size, placement, and other manners of use. We reserve the right to review and approve, in our sole discretion, your use or intended use of the VPG IP at any time, without limitation. In marketing the Products, you shall only use images of Products either supplied by or authorized by VPG and shall ensure that all Product images and descriptions are accurate and up to date.
3. You shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of the same.

    

7. Termination We may review your activities for compliance with this Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the Products.We may terminate your status as an Authorized Distributor or Authorized Dealer with written notice.Upon termination of your status as an Authorized Distributor or Authorized Dealer, you shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that you are an Authorized Distributor or Authorized Dealer or have any affiliation whatsoever with VPG; and (iii) using all VPG IP.

8. Modification We may amend this Policy at any time.Unless otherwise provided, such amendments will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products, use of the VPG IP, or use of any other information or materials provided by VPG to you will be deemed your acceptance of the amendments.