Wholesale Account Terms & Conditions
Qualified Health Care Professionals Only.
Trilogy Nutrition products are offered at wholesale prices only to qualified health care professionals or entities having one or more employees identified by Trilogy Nutrition as qualified healthcare practitioners (“QHP”). The determination of whether any person or entity is a QHP shall be at Trilogy Nutrition’s sole discretion. To open a wholesale account, a QHP must agree to abide by the terms of this Agreement and submit to Trilogy Nutrition a copy of his or her (or its employee’s) current practitioner’s state license, professional degree certificate, diploma or other appropriate credentials.
Open-Shelf Display Restrictions.
Trilogy Nutrition products may not to be displayed on open shelves in retail stores. QHPs may only display Trilogy Nutrition Products for sale through its dispensary.
Restricted Distribution
QHPs may sell Trilogy Nutrition products only to individual patients under the QHP’s care. Sales outside Australia, directly or indirectly, are strictly prohibited .
Internet Sales Restrictions
A. Online Discounting Prohibited
A QHP may not offer to sell, or claim or suggest that it will sell, Trilogy Nutrition products at a discount from Trilogy Nutrition’s suggested retail price in any website, in any social media (e.g.,Facebook and Twitter), or in any Internet advertising, including banner advertisements, pop-‐up advertisements
and sponsored searches (e.g., Google AdWords, Yahoo! Search Marketing, and Bing Search Marketing).
B. Websites Must Identify QHP
QHPs selling Trilogy Nutrition products on the Internet must conspicuously state the QHP’s name, address and phone number on the website’s homepage or the webpage where the products are offered for sale.
Remedies
In the event of a violation of this Agreement, Trilogy Nutrition may take any action or actions it considers appropriate under the circumstances,including, without limitation, discontinuing wholesale pricing, terminating the account, seeking relief in equity and/or at law, or any combination of the foregoing. Further, if the QHP breaches its obligations under Section 4 of this Agreement, Trilogy Nutrition shall be entitled to recover, as its sole remedy for damages, liquidated damages in an amount equal to the difference between the suggested retail price of all Trilogy Nutrition products delivered to QHP during the preceding 12 months and the wholesale or other price actually charged to QHP by Trilogy Nutrition for such products during the preceding 12 months, as evidenced by Trilogy Nutrition’s invoices. The parties agree that quantifying losses arising from QHP’s breach of said Section 4 of this Agreement is inherently difficult in so far as such violations impact Trilogy Nutrition’s reputation in the professionally-‐dispensed dietary supplement industry in which discounted pricing through open websites is an ongoing issue. The parties further agree that the agreed upon sum is not a penalty, but rather a reasonable measure of damages. The prevailing party in any action shall also be entitled to an award of its reasonable attorney fees and court costs.
Entire Agreement.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreement with respect thereto.
