Authorized Jean Dubost US Licensed Retailer Terms & Conditions
To protect and promote the Jean Dubost brand and its reputation for providing highquality
products, United States licensor of the Jean Dubost trademark has established
these Authorized Retailer Terms & Conditions (the “Terms”), effective immediately,
which apply to authorized and licensed United States Retailers of Jean Dubost products
(the “Products”). By purchasing Jean Dubost Products from The French Farm for retail
sale, you (“Retailer”) agree to adhere to the following terms. Please read these Terms
carefully.
1. Purchase Orders. Orders for Products made by Retailer shall be handled
pursuant to the then-current product order, shipment, and return procedures, which may
be amended by Jean Dubost at any time in its sole and absolute discretion. Jean Dubost
reserves the right to reject any orders, in whole or in part, for any reason. Any additional
or different terms proposed by Retailer (including, without limitation, any terms
contained in any document incorporated by reference into a purchase order) are rejected
and will be deemed a material alteration hereof, unless expressly agreed to in writing by
Jean Dubost. Furthermore, Jean Dubost will not be bound by any "disclaimers", “click
wrap” or "click to approve" terms or conditions now or hereafter contained in any
website used by Retailer in connection with the Products or any sale thereof.
2. Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in
violation of the Terms are strictly prohibited and may result in Distributor’s immediate
termination of Retailer’s account, in addition to other remedies. Specifically and without
limitation, Products sold to unauthorized persons or through unauthorized channels,
including unauthorized websites, shall not be eligible for certain promotions, services,
and benefits, including, unless prohibited by law, coverage under Jean Dubost’s Product
warranties and guarantees listed below and inherent to the recognized quality attached to
the Jean Dubost trademark. To be clear, to the extent allowed by law and without
limitation to any other disclaimer, Jean Dubost through Distributor expressly disclaims
any and all warranties and conditions to unauthorized Products; Products which are sold
via unauthorized Retailers; and Products which are sold not in compliance with Jean
Dubost’s quality control program or policies. Sales to or via Amazon.com in violation of
this Agreement will render Retailer as an unauthorized Retailer, thereby voiding any and
all Product warranties as well as access to Jean Dubost’s product return policies.
(a) Retailer shall sell Products solely to end users of the Products.
(b) Retailer shall not sell the Products on or through Amazon.com, without the prior written consent of Distributor which is granted solely by Distributor in its discretion. No Distributor employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
3. Product Care & Quality Controls. Retailer shall care for the Products as set forth herein.
(a) Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). If any Defects are identified, Retailer must not offer the Product for sale and must promptly report the Defects to Distributor.
(b) Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with Distributor with respect to any Product recall or other consumer safety information dissemination effort.
4.Termination. If Retailer violates any of the Terms, Distributor reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with Distributor or Jean Dubost; and (iii) using any IP.
5. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that Distributor will have no adequate remedy in money or other damages at law. Accordingly, Distributor 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, delay, waiver, forbearance, or omission by Distributor to exercise any right(s) herein shall constitute a waiver of any provision herein.
6. Miscellaneous. Distributor reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by Distributor to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3 and 7. To the fullest extent permitted by applicable law, the parties each hereby irrevocably and expressly waive all right to a trial by jury in any action, proceeding, or counterclaim (whether based upon contract, tort, or otherwise) arising out of or relating to the terms or any of the transactions contemplated hereby or thereby or the parties actions in the negotiations, administration, or enforcement hereof or thereof. the parties acknowledge that such waiver is made with full knowledge and understanding of the nature of the rights and benefits waived hereby, and with the benefit of advice of counsel of its choosing.
