Terms and Conditions
Progressive Labs, Inc. (“Progressive”) has established these Purchase Terms and Conditions (the “Terms”) which includes internet reseller policy, effective immediately, which apply to all of our customers. By purchasing Progressive products (the “Products”) for retail sale to your patients and clients, you (hereinafter “Reseller,” “you,” “your”) agree to adhere to the terms and conditions herein.
- Unless separately authorized in writing you represent and warrant that you:
- are a physician or other licensed medical professional, certified by, and in good standing with, your relevant state professional and regulatory authority;
- you have provided or will provide Progressive a copy of your current license, degree, or health practitioner certificate;
- are purchasing our Products solely for sale to your patients and clients at your place of business as designated by you in your Professional Account application;
- will sell our Products solely to individuals that you believe are purchasing our Products for their personal use; and
- will only sell our Products at your place of business as designated by you in your Professional Account application.
- Payment and Returns. Reseller shall pay for all orders of Products via a prepaid check or credit card. Account terms are not permitted.
Product returns must be pre-approved and be accompanied by a Return Authorization (RA) number. We will not accept returns for products after 60 days from shipping; marked with prices or otherwise defaced; have been opened or the safety seal is broken; and/or are otherwise unfit for resale. All returns are subject to a restocking fee.
- Manner of Sale. Reseller shall sell the Products only as set forth herein. Sales in violation of these terms are strictly prohibited and may result in immediate termination of Reseller’s Account, in addition to other remedies.
- 3.1 Reseller shall sell Products solely to end users of the Products.
- 3.2 Reseller shall not sell, ship, deliver, invoice, or promote, directly or indirectly, any Products outside the United States without obtaining Progressive’s prior written consent.
- 3.3 Reseller shall not sell or transfer any of the Products to any person or entity for re-sale or any other person or entity a Reseller knows or has reason to know intends to re-sell the Products.
- Product Inspection. Promptly upon receipt, Reseller shall inspect the Products for damage, defect, evidence of tampering, or other non-conformance. Claims for damaged merchandise should be made with the shipper at the time of receipt. Reseller must also confirm that Product seals have not been broken. If any damage, defect, tampering, or other non-conformance is identified, the Reseller must not offer the Product for sale and must report the defect within 5 business days after receipt.
- Product Storage and Handling. Reseller shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness. Reseller shall adhere to any additional storage and handling guidelines specified by Progressive.
- Alterations Prohibited. Reseller must sell Products in their original packaging, with all seals intact. Relabeling, repackaging and other alterations to the Products or their packaging is prohibited. Reseller shall not tamper with, deface, or otherwise alter batch codes, lot codes, or any other identifying information on Products. Further, Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.
- Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller must communicate all safety information to consumers and cooperate with Progressive with respect to any Product recall.
- Compliance with Applicable Laws. Reseller must comply with all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. This requirement includes any and all consumer safety- or consumer protection-related laws, including, but not limited to California Proposition 65.
- Limited License to Use Progressive Intellectual Property. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Progressive brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property related to the Products (the “Progressive Trademarks”) solely for purposes of marketing and selling the Products. This license will cease upon termination of Reseller’s Account. Progressive reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Trademarks at any time, without limitation. All goodwill arising from Reseller’s use of Trademarks shall inure solely to the benefit of Progressive.
- Termination. If Reseller violates any of these Terms, Progressive reserves the right to terminate the Reseller’s Account in addition to all other available remedies. Upon account termination, Reseller shall immediately cease selling the Products, representing itself as an authorized reseller of Progressive Products, and all use of anything that may give the impression that Reseller is an authorized reseller of Progressive Products or has any affiliation whatsoever with Progressive.
- Availability of Injunctive Relief: If there is a breach or threatened breach of these Terms, it is agreed and understood that Progressive shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, waiver, delay, forbearance, or omission by Progressive to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit Progressive’s right to fully enforce any or all provisions and parts thereof.
- Indemnification. Except as otherwise provided herein, each party shall, and hereby does, indemnify, defend, save and hold harmless, the other party, and its directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Terms by the indemnifying party, or (b) the negligence or willful misconduct of the indemnifying party or its officers, employees, agents or contractors.
- WARRANTY DISCLAIMER. PROGRESSIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. PROGRESSIVE SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
- Miscellaneous. The Terms and any dispute arising under the Terms shall be governed by, construed, and enforced the event of a dispute over the terms or performance of the Terms, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Dallas County, Texas. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.in accordance with the laws of the State of Texas, without regard to its choice of law rules. In
- Modification. Progressive reserves the right to update, amend, or modify the Terms at any time and without notice. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Progressive Trademarks, or use of any other information or materials provided by Progressive to Reseller will be deemed Reseller’s acceptance of the amended Terms.
Internet Reseller Policy
- Introduction and Rationale
The Progressive Labs Internet Reseller Policy governs the internet resale of products from Progressive Labs (“Progressive”). This policy applies to all new and existing healthcare professional (HCP) customers.
- Policies and Restrictions
a. Authorized Resellers: Only healthcare professionals and/or approved distributors authorized by Progressive are allowed to sell Progressive branded products through their website. An acceptable HCP reseller is someone who maintains and has submitted a current medical license, degree or certificate for Progressive’s verification and approval. Such approved licensed HCP customers may resell HCP exclusive products through a website where he/she is accessible while complying with our Minimum Advertised Price (MAP) as outlined in Section III. A “storefront” on Amazon.com is not considered an HCP website under this policy. Sale of Progressive’ products on Amazon.com violate agreements with third parties and is strictly prohibited (See II.j. below).
- The HCP Internet Sales Channel: HCP customers shall sell products in unit volumes appropriate for individual personal use only.
- Copyright and Trademark: Content displayed on the Progressive website, in brochures, advertisements, product packaging, product information sheets and other marketing materials are copyrighted and trademarked. All content appearing on or associated with all privately labeled product, is copyrighted and trademarked as well.
- Brand Representation: The unauthorized use of copyrights, trademarks, logos, manufacturing images, product images, copy or other Progressive information on the internet without expressed consent is prohibited. All photos, images, and product and/or company description content pertaining to or describing Progressive must be current and obtained from Progressive directly. This information cannot be pulled from the Progressive website or other internet sources, unless specifically directed in writing by Progressive. This information may be updated and amended at any time. Such amendments will be communicated via mail and/or email to all involved parties.
- Information Disclosure: All individuals or companies intending to resell Progressive products through the internet agree to disclose all ownership or association of any kind with other affiliated websites of any type. Progressive must be notified of any website or online storefront url changes, launches, and/or storefront name changes prior to implementation. Websites where Progressive products are sold or advertised must provide access to the current and approved licensed HCP account holder, including his/her complete phone number, email and office address contact information.
- Compliance with Laws: The HCP customer is solely responsible to comply with all applicable laws and regulations where it advertises or sells Progressive products.
Minimum Advertised Price (MAP) Policy
- Liability: The Minimum Advertised Price (MAP) Policy applies to all customers including those that own, operate or manage websites, online clinics and pharmacies. The MAP policy applies to all printed and electronic advertisements of Progressive products including but not limited to catalogs, brochures, websites, email solicitations, special offers, newsletters and electronic coupons or coupon codes. HCP customers agree to assume all liability and responsibility for the resale of products through the internet.
- Advertising: Through the purchase of Progressive products, customers agree not to advertise through any medium of mass communication any product at less than the Suggested Retail Price (SRP) for each respective product as listed on the Progressive professional product list in effect at the time of the advertising. This policy prohibits the advertising of any volume discount or other promotion that would cause the per unit sales price to be advertised at less than the SRP. Similarly, any language referring to or speaking of inferred discounts that a customer may receive through a website is prohibited. This does not apply to advertising within a practitioner’s office setting. The “practitioner’s office setting” is defined as the physical location where patients are medically seen and treated by the licensed HCP approved by Progressive.
- Failure to Comply
Progressive requires compliance with the terms and conditions outlined in this policy. If a customer fails to comply with this policy, Progressive shall notify them via phone, email or standard mail of the violation and immediately place the customer’s account on hold until the customer has come into compliance. Failure to comply with the MAP policy may result in temporary revocation of the customer’s wholesale purchasing privileges, suspension of the account or termination of the account. Progressive reserves the right to revoke the customer’s wholesale price purchasing privileges and/or terminate the account of any customer in violation of any of the terms or conditions outlined in this policy with or without prior notice. Violation of any such terms automatically forfeits the account holder’s ability to purchase products in any capacity.