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1. Introduction and Scope
1.1 These terms and conditions apply to all international resellers (“Reseller”) approved by Pure Ingenious Ltd t/a Ingenious Probiotics (“Supplier”) for the resale of the Supplier’s probiotic pet care and cleaning products outside the United Kingdom.
1.2 These terms are to be read in conjunction with:
1.3 In the event of any conflict:
1.4 Unless otherwise agreed in writing, the Reseller is authorised to operate only within the Territory (as defined in clause 2).
2. Appointment and Territory
2.1 The Reseller is authorised to market, sell, and distribute the Supplier’s products within their designated territory, acting as an independent distributor.
2.2 Territory means the country in which the Reseller is incorporated/registered and primarily operates, unless the Supplier confirms a different territory in writing.
2.3 No exclusivity is granted. The Reseller may not claim exclusivity or territorial rights without a separate written agreement.
2.4 The Reseller may not appoint sub-resellers, agents, or list products on third-party platforms (e.g., Amazon, eBay) without prior written consent.
3. Trade Portal Orders and Offline Orders
3.1 Orders shall be placed via the Supplier’s approved online trade portal where made available, unless otherwise agreed in writing.
3.2 Submission of an order via the portal constitutes an offer to purchase the Goods.
3.3 Any automated order acknowledgement confirms receipt only and does not constitute acceptance.
3.4 A binding contract is formed only when the Supplier issues a dispatch confirmation, unless otherwise expressly agreed in writing or where the Export Terms provide for acceptance by another method.
3.5 The Supplier reserves the right to decline, amend or cancel any order prior to dispatch confirmation.
3.6 Payment is required at checkout unless prior written credit terms have been agreed. Where credit terms are agreed, those terms shall apply as set out in the Export Terms and/or as confirmed in writing.
3.7 Orders cannot be amended or cancelled once dispatch confirmation has been issued, unless the Supplier agrees otherwise in writing.
3.8 Where orders are placed offline (e.g., by email or other written channel), contract formation and acceptance shall be determined in accordance with the Export Terms (including acceptance by written confirmation, delivery and/or invoice, as applicable).
4. Price of Goods and RRP Guidance
4.1 The prices payable are those listed in the Supplier’s reseller price list / order form (or otherwise notified by the Supplier in writing) at the time of acceptance under the Export Terms.
4.2 The Supplier may publish a recommended retail price (“RRP”) for the Goods from time to time. The RRP is provided for guidance only and shall not be binding on the Reseller.
4.3 The Reseller shall not engage in promotional activity or pricing practices that materially damage the reputation or premium positioning of the Goods.
4.4 Price lists may be reviewed with reasonable notice, except where exceptional increases in costs require an earlier adjustment.
5. Branding, Promotion and Approved Messaging
5.1 The Reseller may promote and sell the Goods using the Supplier’s branding, trademarks and marketing materials, as provided or approved by the Supplier.
5.2 No unauthorised edits, translations or modifications to marketing content, product descriptions, technical documents or claims are permitted without the Supplier’s prior written approval.
5.3 The Supplier may request updates or corrections to ensure consistency with brand values, customer experience standards and regulatory compliance.
5.4 The Reseller shall not engage in advertising, promotional activity or marketing practices that materially damage the reputation, positioning or brand integrity of the Goods.
6. Territory Conduct and Cross-Border Restrictions
6.1 The Reseller shall not actively market, advertise or promote the Goods outside the Territory without the Supplier’s prior written consent.
6.2 For the avoidance of doubt, “active marketing” includes targeted advertising, paid search campaigns, marketplace listings, distributor outreach, promotional activity or sales efforts directed at customers outside the Territory.
6.3 The Reseller shall not sell, supply or distribute the Goods outside the Territory (including cross-border sales) without the Supplier’s prior written consent.
7. Online Marketplaces and Third-Party Platforms
7.1 Sale of the Goods via third-party online marketplaces (including but not limited to Amazon, eBay or similar platforms) is prohibited unless expressly approved in writing by the Supplier.
7.2 The Supplier may withhold approval where necessary to protect brand positioning, product integrity, regulatory compliance, or customer experience standards.
8. Compliance and Legal Responsibilities
8.1 The Reseller is responsible for ensuring that the Goods are marketed and sold in compliance with all applicable local laws and regulations, including any registration, labelling, language requirements, safety requirements, regulatory notifications, import controls and consumer law obligations.
8.2 The Reseller shall bear all costs related to translation (where permitted), re-labelling, local registrations, local certifications and permissions, and any territory-specific compliance steps.
8.3 The Reseller shall immediately notify the Supplier of any legal, regulatory, safety, adverse event, enforcement action or material compliance concern relating to the Goods in the Territory.
8.4 The Reseller shall store, handle and distribute the Goods in accordance with the Supplier’s instructions and labelling requirements, including any temperature/storage requirements applicable to probiotic products.
9. Returns, Complaints and Product Recalls
9.1 The Reseller is responsible for managing customer returns, end-user complaints and consumer queries locally, in accordance with applicable local regulations.
9.2 In the event of a product recall, safety issue or regulatory enquiry, the Reseller shall cooperate fully with the Supplier and follow the Supplier’s instructions for safe and timely resolution.
10. Confidentiality and Reporting
10.1 The Reseller shall use reasonable diligence to keep the Supplier informed of local market activity, customer feedback and relevant developments.
10.2 The Reseller agrees to maintain confidentiality around any sensitive or proprietary information shared by the Supplier.
11. Non-Compete
11.1 During the term of this agreement, the Reseller shall not actively promote or prioritise directly competing probiotic products that are substantially similar in formulation and intended use to the Supplier’s core branded range, where such promotion would materially undermine the Supplier’s authorised distribution model.
12. Sub-Resellers or Agents
12.1 The Reseller may not act on behalf of or bind the Supplier unless specifically authorised in writing.
12.2 In exceptional cases, the Reseller may refer business to the Supplier directly and may receive a commission by separate written agreement.
13. Intellectual Property
13.1 The Supplier retains full ownership of all intellectual property rights relating to product names, branding, marketing assets and technical content.
13.2 The Reseller shall not register or use trademarks, domain names, handles, or business names that may conflict with the Supplier’s IP without written consent.
14. Termination
14.1 Either party may terminate this agreement with one month’s written notice. Termination shall not affect orders already placed and accepted under the Export Terms.
14.2 The Supplier may terminate immediately where there is a material breach relating to IP misuse, regulatory non-compliance, unauthorised cross-border selling, unauthorised marketplace sales, or reputational harm.
15. Governing Law and Jurisdiction
15.1 These terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.
16. Language
16.1 These terms are provided in English and shall prevail in case of translation discrepancies.
These Terms were last reviewed and updated on 26th February 2026. Previous versions are available upon request.