RETAILER - SALE TERMS AND CONDITIONS
All Earth Solutions ingredients are supplied and tested by an FDA-registered, GMP laboratory facility for potency and quality. Earth Solutions products are guaranteed to meet your satisfaction, or your purchase price will be refunded within 100 days of purchase.
Terms are as indicated from the date of the Earth Solutions invoice in US currency. Earth Solutions has the right to terminate or suspend this agreement in the event the buyer fails to meet the payment due date.
Return authorization must be requested through the Customer Service department at orders@sarth solutions.com or 404-889-8952.
Valid Return Reasons
- Product damaged during shipping.
- Product returned by an end consumer.
- Incorrect product was shipped.
Restrictions on Returns
- Products may be returned for full credit up to 100 days from the date of purchase.
- If a product is returned after 100 days from the purchase date, a 20% restocking charge will be deducted from the value of the return.
- Credit will be issued after the products have been returned to Earth Solutions and checked in.
- No credit will be issued for expired products. Please do not return them.
- No products will be given as an exchange for returns.
The order minimum for free shipping is $200 if sent within the contiguous United States. If the order is below $200, a $20 shipping fee will be added to the order. Shipping charges will also be added to orders sent to Alaska and Hawaii, and to foreign countries, Puerto Rico, and all other US possessions. Earth Solutions selects the package carrier unless specified. All requests for air service are billed to the customer.
Earth Solutions will make their best effort to promptly ship your order. Please allow sufficient time for delivery.
Occasionally items are not available at the time the order is processed. If this occurs, Earth Solutions will ship the product in stock and cancel the unavailable amount. The packing slip will be marked accordingly, and the remaining quantity of this item will need to be reordered when back in stock.
Any order discrepancies must be reported to Earth Solutions within 48 hours of receiving the order.
Once an order is received, accepted, and processed, no changes may be made.
INTELLECTUAL PROPERTY RIGHTS
Authorized Use Only
Only Earth Solutions and approved resellers may use Earth Solutions trademarks and images in advertising, promotional, and sales material. Resellers may use Earth Solutions trademarks and images only in accordance with these terms and conditions. Only authorized Earth Solutions logos, product images, and labels may be reproduced and only in the format provided by Earth Solutions. Earth Solutions trademarks and images may only be used in promotional and advertising materials for products supplied by Earth Solutions. Earth Solutions may terminate any reseller’s permitted use of Earth Solutions trademarks and images upon written notice if it finds a reseller has breached any of these terms and conditions. The reseller must immediately cease use of all Earth Solutions trademarks and images upon receipt of such notice.
Use of Trademark
Reseller agrees not to use Earth Solutions trademarks standing alone except to denote or refer to the Earth Solutions product line. Reseller agrees to use Earth Solutions trademarks only as an adjective to modify a noun, and not to use the trademarks in the plural or possessive form. Reseller agrees to always include the proper symbols when using trademarks (i.e., ® and ™).
Use of Earth Solutions Images
Reseller agrees to only use images of Earth Solutions products and labels provided by Earth Solutions. Reseller agrees to display images of Earth Solutions products and labels only in the best light and in a manner that reflects favorable on Earth Solutions products and Earth Solutions.
Use of Earth Solutions Logo
Reseller agrees to only use the Earth Solutions logo as provided by Earth Solutions and not to alter the logo in any way, including, without limitation, size, proportions, colors, elements, and type.
Health Benefit Claims
Reseller agrees not to display any Earth Solutions trademarks or images in proximity to any unauthorized health benefit or disease claims, and, if displayed on the internet, the reseller agrees not to display any Earth Solutions trademarks or images within two click of any unauthorized health benefit or disease claim. The reseller agrees to defend, indemnify, and hold Earth Solutions harmless against all losses, liabilities, and/or expenses arising out of any claims actions or suits, whatever their nature and however arising, which may be brought or made against Earth Solutions resulting from statements or claims made by reseller, including, without limitation, consumer fraud claims or enforcement actions brought by the Federal Trade Commission (FTC).
Reseller agrees not to use any identical or virtually identical Earth Solutions trademark as a domain name, secondary domain name, as part of a URL, as a metatag, or as an online seller profile name.
INTERNET RETAILER POLICY
Only internet retailers authorized by Earth Solutions are allowed to sell Earth Solutions products online. This policy protects the Earth Solutions brand and reputation, and protects approved internet retailers from being harmed by the conduct and practices of unauthorized resellers. This policy applies to all internet retailers. Retailers interested in selling Earth Solutions products online must submit information to Earth Solutions in order to obtain approval before being authorized.
IMAP AND ANTI-DIVERSION POLICY
Effective September 1, 2022, Earth Solutions, Inc. (“Earth Solutions”) has adopted the following Internet Minimum Advertised Price Policy (“IMAP” or “Policy”) applicable to all Earth Solutions, Inc. distributors, dealers and resellers (collectively, the “Resellers”). International accounts must reflect pricing as translated into their local currency.
Earth Solutions has been building a trusted, high-quality brand since 1965. The Policy has been implemented in order for Earth Solutions to protect its image and to better compete in the market for premium vitamin and supplement products. In particular, Earth Solutions has determined that adoption of the Policy is a necessary component of its strategy to avoid distribution channel conflicts and to ensure that the Earth Solutions product line is appropriately promoted and supported in the marketplace. The Policy is intended to help ensure that consumers purchase from Resellers based on loyalty and customer care expectations. If Earth Solutions allows your company to resell its products, you must comply with the requirements and restrictions, as may be amended from time to time, stated in this Policy. This Policy is subject to change at any time by Earth Solutions, Inc. in its sole discretion.
This Policy applies to the Earth Solutions® brand name products listed in the Covered Products list. Any adjustments that may be made in the sole discretion of Earth Solutions will be posted via updates to this and IMAP pages, linked above. In addition, Earth Solutions will take reasonable steps to provide advance notice of adjustments to its online Resellers via email updates. The Policy does not apply to discontinued, close-out, or distressed merchandise, or to special over-stock promotions as announced by Earth Solutions. Earth Solutions may also, from time to time, announce promotional periods during which the Policy will not apply with respect to all or some Covered Products.
IMAP pricing shall be the discount off the current Earth Solutions MSRP as stated on Exhibit A (currently 20% off MSRP on ALL Earth Solutions SKUs). This policy is unilateral, non-negotiable and will not be altered for any Reseller. All Resellers of Covered Products remain free to sell the Covered Products at any price they choose in their sole and absolute discretion. As used in this Policy “Internet Advertising” means advertising or otherwise promoting the Covered Products using the Internet, including using any online or internet ad campaigns with respect to the sale of Covered
Products as well as sponsored links, websites operated by, affiliated with, and/or linked to the Internet Reseller’s website(s).
Effective January 1, 2022, Earth Solutions will enforce anti-diversion requirements as part of this Policy. All Covered Products purchased by distributors, dealers or resellers in the USA are intended for sale to end consumers in the USA. Authorized international distributors are restricted to the terms of their applicable distribution agreement. Earth Solutions prohibits the diversion of Covered Products to unauthorized foreign markets or other distributors. The diversion of products to foreign markets or to other distributors, dealers or resellers without the prior written consent of Earth Solutions, will result in penalties or termination consistent with the violation penalties described in this Policy.
EBay & Other Auction Websites:
“Buy It Now” options must be listed at a price equal to the IMAP Policy or greater. For auctions, the reserve and/or opening bids must start at the IMAP Policy price without a “Buy It Now” option. “Best Offer” auctions are not allowed. No Earth Solutions, Inc. employee or sales representative has any authority to modify or alter this Policy or to negotiate this Policy or any agreement with respect to it with any Reseller.
If, after making an investigation into any alleged or discovered violation Earth Solutions determines to its satisfaction that a Reseller has engaged in Internet Advertising of any Covered Products at a net resale price less than the IMAP price, or if it has determined that Covered Products sold by a Reseller to any other person or entity which engages in Internet Advertising, advertises any Covered Products at a net resale price less than the IMAP price, Earth Solutions may take one or more of the following steps:
First Violation: The following steps will be taken in response to a Reseller’s first violation of the Earth Solutions IMAP Policy:
Step 1: Reseller will be notified of the violation in writing, via electronic mail. Reseller will have ten (10) calendar days to correct such violation and come into compliance with the IMAP Policy.
Step 2: If Reseller fails to correct the violation within ten (10) calendar days from the date the written notice was provided, Earth Solutions will immediately reduce any earned or negotiated discounts down to the next lower tiered discount rate and will require prepayment on all sales to Reseller. Reseller will also be suspended from receiving any sales or promotional pricing discounts or, if Reseller is already ineligible for any discounted pricing, Earth Solutions will suspend all sales to such Reseller. First violation suspensions will last for a period of 30 days after Reseller comes into compliance with the IMAP Policy. The suspension period will restart if Reseller engages in further violations during the suspension period.
Step 3: Following the end of the suspension referenced in Step 2 above, and provided that Reseller does not otherwise violate the IMAP Policy during the suspension period, Earth Solutions will reinstate Reseller to full status. If the Reseller continues to be in violation of the IMAP Policy, it will be considered a second violation.
Second Violation: If a second violation of the IMAP Policy by Reseller occurs in a twelve (12) month period, Reseller will be notified that if the violation is not corrected within six (6) calendar days, Earth Solutions will immediately reduce any discounts offered to the Reseller by two discount rate tiers off of any earned or negotiated discount rate and will require prepayment on all sales to Reseller. Reseller will be suspended from receiving any sales or promotional pricing discounts or, if Reseller is already ineligible for any discounted pricing, Earth Solutions will suspend all sales to such Reseller. Second violation suspensions will last for a period of 60 days after the Reseller comes into compliance with the IMAP Policy. After a second violation, Reseller must accept all of Earth Solutions terms and conditions to be a Reseller, in writing, and will only be approved upon the sole and absolute discretion of Earth Solutions. The suspension period will restart if Reseller engages in further violations during the suspension period.
Third Violation: If a third violation of the IMAP Policy by Reseller occurs in an eighteen (18) month period from the first violation, Reseller will be notified that if the violation is not corrected within two (2) calendar days, Earth Solutions will immediately suspend all sales to such Reseller. Third violation suspensions will last for a period of 90 days after the Reseller comes into compliance with the IMAP Policy. The suspension period will restart if Reseller engages in further violations during the suspension period.
Fourth Violation: If a fourth violation of the IMAP Policy by Reseller occurs in an eighteen (18) month period from the first violation, Reseller will be notified that if the violation is not corrected within twenty-four (24) hours, Earth Solutions will immediately suspend all sales to the Reseller indefinitely, but for no less than a period of one hundred and eighty (180) days after the Reseller comes into compliance with the IMAP Policy. After a fourth violation, Reseller must reapply to be a Earth Solutions Reseller and must be approved by Earth Solutions in its sole and absolute discretion. The suspension period will restart if Reseller engages in further violations during the suspension period.
Reseller understands that repeated violations of this Policy may be grounds for terminating the Reseller’s relationship with Earth Solutions. Resellers will be notified of any such violations and instructed to cease and desist all sales that are in violation of the IMAP Policy.
The IMAP Policy applies to all advertisements for Earth Solutions in any and all virtual/online media, including, but not limited to virtual/online: websites, shopping carts, newspapers, magazines, catalogs, flyers, coupons, mailers (including e-blasts), email, and like electronic media. The IMAP Policy applies to all forms of advertising that may have a direct or indirect effect of discounting the advertised price of a Covered Product such as rebates, gift cards, free gifts, or bundling.
No Reseller may make any statements or other indication on its website or otherwise in connection with any Covered Product that indicates or implies that a lower price may be founding, including: “click here for a lower price,” “see price in cart,” “log in for price,” “add to cart for lower price,” “mouse over for price,” or “email or call for a lower or better price.”
Trademarks & Copyrights
All Earth Solutions trademarks and copyrights (“Intellectual Property”) remain the sole property of Earth Solutions. Reseller is granted a limited, non-transferable right to use Earth Solutions Intellectual Property and any advertising materials provided by Earth Solutions in connection with approved reselling activities of Earth Solutions products and in a manner consistent with this Policy and any other policies determined by Earth Solutions.
Business Name Disclosure
Reseller must provide full disclosure of all business and assumed names or word marks it currently uses in the marketplace in connection with the sale of Earth Solutions products to Earth Solutions and hereby confirms that it has disclosed a list of any such business and assumed names or word marks to Earth Solutions. Failure to disclose online seller names may result in immediate termination.
Note: This IMAP Policy is not intended to restrict Earth Solutions rights to manage its distribution channels and make or change its decisions regarding Resellers and others with whom it will do business. Among other things, depending on the severity of the violation and the response of the Reseller when advised of a violation of this IMAP Policy, Earth Solutions may deem it appropriate to bypass some or all of the steps above and immediately cease doing business with the Reseller. In addition, failure by Earth Solutions to enforce this Policy at any time shall not be deemed to be a waiver of its right to enforce the Policy in the event of future violations.