Effective May 2021
These Robert Rothschild Farm Reseller Terms and Conditions (the “Terms”) are issued by RRF Foods Inc., DBA Robert Rothschild Farm (“Robert Rothschild”) and apply to all authorized retailers of Robert Rothschild products (the “Products”) in the United States of America and its territories (the “Territory”). By purchasing Products from Robert Rothschild, or an authorized distributor of Robert Rothschild Products, as an authorized dealer, reseller, or partner, you (hereinafter “Retailer,” “you,” or “your”) agree to adhere to the following terms. Please read these terms carefully. The Terms supplement any agreement between Robert Rothschild and Retailer.
- Manner of Sale. Retailer is authorized to offer Products purchased from Robert Rothschild for retail sale in accordance with the terms herein. Sales in violation of these terms are strictly prohibited, are considered a material breach of these Terms, and may result in Robert Rothschild’s immediate termination of Retailer’s account, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, may not be eligible for Robert Rothschild promotions, services, and/or benefits, including, unless prohibited by law, coverage under any Product guarantees or warranties.
(a) Retailer may sell Products solely to End Users of the Products. An “End User” is any purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third-party. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use or gifting.
(b) Retailer shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Robert Rothschild. This includes sales to subsidiaries/unique banners owned by Retailer, B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, online retailers such as Amazon.com, any person or entity with a direct customer relationship with Robert Rothschild, or any other person or entity Retailer knows or has reason to know intends to re-sell the Products.
(c) Retailer shall not market for sale, sell, invoice, promote, or ship the Products to any individual or business outside the Territory without obtaining Robert Rothschild’s prior written consent.
(d) Retailer is not authorized to sell within the Territory, Products purchased outside of the Territory, without obtaining Robert Rothschild’s prior written consent.
(e) Online Sales:
(i) Retailer may not sell the Products online anonymously. Retailer is permitted to market for sale or sell the Products through websites owned or operated by Retailer, provided however, that such websites identify Retailer’s full legal name or fictitious name that has been reported to Robert Rothschild in writing, mailing address, telephone number, and email address (“Permissible Websites”). The Permissible Websites must not give the appearance that they are operated by Robert Rothschild or any third party.
(ii) Retailer shall not sell the Products on or through any website(s) other than Permissible Websites, including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Target or Walmart Marketplace, without the prior written consent of Robert Rothschild.
(iii) As the manufacturer and exclusive representative of this brand we reserve the exclusive rights to sell Robert Rothschild on, and service, the Amazon Marketplaces. No other reseller is authorized to market or resell Products on the Amazon Marketplaces. All other offers of Products on the Amazon Marketplace, either FBA (Fulfilled By Amazon) or FBM (Fulfilled by Merchant) are considered an unauthorized activity in violation of Robert Rothschild’s exclusive distribution rights, and an infringement of the Robert Rothschild registered trademarks. It is considered a violation of these Terms if any Product that was originally shipped or sold to Retailer is ultimately sold on the Amazon Marketplace. Violations will result in the immediate termination of reseller/distribution authorization and will be reported directly to Amazon.com.
(iv) Robert Rothschild Products have a recommended best-by-date. In order to protect consumers, ensure products meet our quality standards, and to avoid that non-conforming goods are sold to the public, Products acquired on the Amazon Marketplace from unauthorized resellers are not covered by our product warranties or guarantees, which only cover the first purchaser and are not transferable.
(v) At Robert Rothschild’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Websites.
(vi) Unless separately authorized by Robert Rothschild, Retailer shall not hold inventory of the Products at any third-party fulfillment center nor use any third-party fulfillment service, such as Amazon Fulfillment Services, to fulfill any orders for the Products. Under no circumstances shall Retailer fulfill orders in any way that results in the shipped Product coming from stock other than Retailer’s.
(vii) The Permissible Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
(viii) Retailer shall be responsible for all fulfillment to its customers who order Products through the Permissible Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
(ix) Robert Rothschild reserves the right to limit sales of its Products, including online. Robert Rothschild reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products online, and you must cease all such marketing and sales immediately upon receiving notice of such termination. Retailer shall not advertise Products not carried in inventory.
(x) Nothing in this paragraph 1(e) is intended to or shall modify the prohibition on marketing for sale, selling, invoicing, promoting, or shipping Products outside of the Territory without Robert Rothschild’s prior written consent.
- Terms of Sale.
- Retailer Obligations
Intellectual Property. Retailer acknowledges and agrees that Robert Rothschild owns all proprietary rights in and to the Robert Rothschild brands, names, logos, trademarks, designations, service marks, trade dress, patents, copyrights, and other intellectual property related to the Products (the “Robert Rothschild IP”). Retailer shall refrain from questioning or challenging the rights claimed by Robert Rothschild in the Robert Rothschild IP or assisting any others in doing so. Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Robert Rothschild IP in the Territory solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an authorized Retailer. Retailer’s use of the Robert Rothschild IP shall be in conformance with Robert Rothschild then-current trademark usage policies. Retailer must display the appropriate trademark designation symbol - ® alongside registered trademarks, and ™ alongside any unregistered trademarks – anywhere that Retailer displays trademarks owned by Robert Rothschild. Robert Rothschild reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Robert Rothschild IP at any time, without limitation. Upon request by Robert Rothschild, Retailer shall be required to submit samples of its display or use of the Robert Rothschild IP or of the Products sold under the Robert Rothschild IP. All goodwill arising from Retailer’s use of the Robert Rothschild IP shall inure solely to the benefit of Robert Rothschild. Retailer shall not create, register, or use any domain name or any mobile application that contains any Robert Rothschild product name or trademark, nor a misspelling or confusingly similar variation of any Robert Rothschild product name or trademark.
Termination. Robert Rothschild may terminate Retailer’s account with or without cause at any time with written notice. Upon termination of the Terms, Robert Rothschild, in its sole discretion, may repossess from Retailer all or any part of any stocks of Products then held by Retailer in inventory either by paying or giving credit for their invoice value or the value at which they stand in the books of Retailer, whichever is lower, provided: (i) Robert Rothschild shall be responsible for arranging for and paying the costs of transport and insurance; and (ii) Retailer may sell the stocks for which it has accepted orders prior to the date of termination, and for that purpose and to that extent, the provisions of this Terms shall continue in full force and effect, and after which point, Retailer shall cease representing itself as an authorized Retailer of the Products and shall cease all use of anything that may give the impression that Retailer is an authorized Retailer of the Products or has any affiliation whatsoever with Robert Rothschild.
Availability of Injunctive Relief. If there is a breach or threatened breach of paragraphs 1, 3, 4, 5 or 11 of these Terms, it is agreed and understood that Robert Rothschild 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 these 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 these Terms. Except as otherwise provided or as the Retailer and Robert Rothschild may otherwise agree in writing, no failure, refusal, neglect, delay, waiver, forbearance, or omission by Robert Rothschild to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision or otherwise limit Robert Rothschild’s right to fully enforce any or all provisions and parts thereof.
Indemnification. Retailer shall, and hereby does, indemnify, defend, save and hold harmless, Robert Rothschild, and its directors, officers, employees, shareholders, agents and advisors and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) to the extent they are caused by, arise from, or are incurred in connection with (i) any breach of, or failure to perform, any term, covenant or condition in the Terms by Retailer, or (ii) the negligence or willful misconduct of Retailer or its officers, employees, agents or contractors.
LIMITATION OF LIABILITY. IN NO EVENT SHALL ROBERT ROTHSCHILD BE LIABLE TO RETAILER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THE PRODUCTS OR ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. ROBERT ROTHSCHILD’S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND RETAILERS SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY RETAILER FOR THE PRODUCTS.
WARRANTY. ROBERT ROTHSCHILD 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. ROBERT ROTHSCHILD SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
Modification. Robert Rothschild reserves the right to update, amend, or modify these Terms at any time. 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 Robert Rothschild IP, or use of any other information or materials provided by Robert Rothschild to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments.
Force Majeure. Robert Rothschild will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Miscellaneous. The Terms will be governed by, and interpreted and enforced in accordance with, the laws of the State of Ohio without reference to the principles of conflicts of laws. Any disputes or differences occurring between the parties arising out of or in any way relating to the Terms, or their rights and responsibilities to each other, will be settled by arbitration under the then current rules of the American Arbitration Association. The decision and award of the arbitrator(s) will be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The place of arbitration will be Cincinnati, Ohio or any other place selected by mutual agreement of the parties. Nothing in the foregoing requirement that disputes or differences be submitted to arbitration will prohibit the right to seek provisional or equitable relief from any court having jurisdiction over the parties, including injunctive relief, pending a final award issued by the arbitrator(s); provided, however, this right is not intended to nor will it usurp the obligation of the parties to otherwise resolve such differences in accordance with this paragraph. Furthermore, nothing in the Terms is intended to or shall preclude Robert Rothschild’s ability to commence an action in a court of law for purposes of ascertaining the identity of any unauthorized seller of the Products. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- Confidentiality. The Terms constitute confidential, proprietary information of Robert Rothschild and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third-party without the prior written consent of Robert Rothschild.