AUTHORIZED RESELLER POLICY

 

By purchasing Fisk Industries products for resale, you agree to adhere to this Reseller Policy.

 

In order to ensure Fisk Industries (“Fisk”) Resellers are able to sustain healthy margins on Difeel and Hair Chemist products and ensure that Fisk’s end-users are being provided a quality sales experience and customer support, Fisk has announced this Reseller Policy (the “Reseller Policy”). Fisk believes that its end-user customers are best served by having Resellers who market Difeel and Hair Chemist’s products as premium brands and provide an outstanding level of service and support to them.

Fisk has also decided that, in order to maintain and protect the viability of the Fisk Reseller network for its products, to protect the value associated with Fisk’s brands in connection with its products, and to ensure high-quality support by Resellers to end-users of those products, Resellers must comply with the following terms and conditions: 

 

1. Authorization of Online Sales. Fisk grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the United States of America (the “Territory”).

 

2. Third-Party Internet Marketplace Sales. Reseller is prohibited from selling Difeel and Hair Chemist products on Internet marketplaces, including but not limited to Amazon, Walmart, eBay, Target, Rakuten, and Sears, unless Reseller obtains written permission from Fisk authorizing Reseller to sell on specific Internet Marketplaces and under specific seller names. Fisk may revoke or amend Reseller's Internet Marketplace Authorization by sending notice to Reseller, and such revocation or amendment shall become effective upon delivery of such notice.
3. Transshipping. Resellers shall not transship products. Specifically, Resellers shall not sell or transfer any Difeel and Hair Chemist products to any person or entity for resale. Resellers agree to restrict, cease, or limit the sale of Difeel and Hair Chemist products to anyone at the request of Fisk.
4. Geographic Sales Boundary. Resellers may sell and advertise Difeel and Hair Chemist products for sale only within the United States. Fisk hereby expressly prohibits Resellers from soliciting or consummating sales outside of the United States.
5. Reseller Obligations. During the Term of this Agreement, Reseller shall:

 

1. use its best efforts to display, promote, demonstrate, market, and sell the Products;

 

2. comply with additional terms of sale as otherwise provided by Fisk and as such terms may change from time to time by Fisk in its sole discretion;

 

3. not sell or otherwise promote, advertise, market, or provide the Products outside of the Territory;

 

4. not obscure or alter in any fashion the serial number on any Product or its packaging;

 

5. promptly respond to all communications and correspondence from Fisk and to comply with all reasonable guidelines, policies, and procedures issued by Fisk from time to time; and

 

6. conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations; Distributor agrees not to engage in any unfair trade practices.

 

6. Intellectual Property.

 

1. Grant. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products within the Territory to End-Users.

 

2. Restrictions and Limitations.

                                                               i.      Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Fisk; (b) not modified in any manner without the prior written consent of Fisk; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; (d) not used in any way that disparages the IP or the Fisk; and (e) displayed according to specifications which Fisk may provide or amend from time to time.

 

                                                             ii.      The Licensed IP remains the exclusive property of Fisk, and the Reseller acquires no ownership rights or interests therein. Any goodwill generated through the Reseller's use of the Licensed IP shall belong solely to Fisk. Reseller shall not do anything inconsistent with Fisk’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator ("URL"), metadata tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Fisk’s title to or rights in the Licensed IP.

 

                                                           iii.      Upon termination of this Agreement, Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an Authorized Fisk Reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Fisk all confidential information, including, but not limited to, all documents and information concerning prices, marketing, advertising, and promotional activities.

 

7. Paid Search Advertising. Reseller shall not, directly or indirectly, without Fisk’s prior written consent, which may be granted or withheld in Fisk’s sole discretion, engage in any paid search advertising, search engine marketing, or other online advertising or marketing campaign that uses a Fisk Mark or any word or phrase that is confusingly similar to a Fisk Mark (including any variation or misspelling) as a stand-alone search term or keyword. Reseller must set the Fisk Marks as negative exact match or negative keywords. Any paid search advertising, search engine marketing, or similar online advertising or marketing campaign by Reseller must use the Fisk Mark combined with a descriptive or generic term or phrase related to the Products and shall not identify Products unavailable for purchase from Reseller, direct consumers to a website that does not sell Products, or use terms like “official” or “original” or other words and phrases that are misleading or inaccurate. Further, Reseller’s online advertising or marketing campaigns shall be consistent with the high standards, value, reputation, and prestige associated with the Products and the Fisk Marks and shall not use terms such as “clearance” or “lowest prices” or identify percentage or dollar discounts. In all cases, Fisk will make the final determination, in its sole discretion, as to whether a particular use of a Fisk Mark in online advertising or marketing campaigns is permissible.
8. Sales Practices. Resellers shall conduct their business in a reasonable and ethical manner at all times and shall neither engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the products except as expressly authorized by Fisk. Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of Difeel and Hair Chemist products;
9. Quality Controls. Resellers must abide by all standards regarding product quality, including advertising, storage, and logistical requirements, as established by Fisk. To preserve the premium reputation, safety, and chemical integrity of Difeel and Hair Chemist products, Resellers shall adhere to these operational mandates:
1. Environmental & Storage Controls. Products must be stored in sanitized, secure, climate-controlled environments between 60°F and 78°F to prevent oil separation or chemical degradation. Resellers shall ensure items remain shielded from sunlight, UV rays, and moisture;
2. Product Inspection & Inventory Rotation. A strict "First-In, First-Out" (FIFO) method is required. Sale of items within six (6) months of expiration or the Period After Opening (PAO) limit is prohibited. Monthly audits must be performed to remove leaking or damaged units from inventory immediately;
3. Batch Code Integrity & Traceability. To ensure consumer safety and facilitate potential recalls, Resellers shall maintain the integrity of all manufacturer barcodes, lot codes, and batch numbers.

 

10. Product Packaging. Resellers shall sell Difeel and Hair Chemist products in their original packaging. Relabeling, repackaging, bundling, and other alterations are prohibited without Fisk's written permission. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on products or their packaging is prohibited. Resellers shall not remove, translate, or modify the contents of any label or literature on or accompanying the products.
11. Service. Resellers shall provide the highest levels of customer service. Resellers and their sales personnel shall be familiar with all Difeel and Hair Chemist products marketed for sale and must have sufficient product knowledge to advise customers on product selection and on any applicable warranty, guarantee, or return policy.
12. Warranty. Fisk’s limited warranty applies exclusively to items purchased by end-user consumers from Fisk or its designated Authorized Resellers. Goods purchased from unauthorized sources, such as unapproved digital marketplace vendors or other third-party entities, are not eligible for warranty protection, professional consumer support, or standard return and service privileges. Individuals who purchase from unauthorized sellers assume all associated risks and have no legal or financial recourse against Fisk. To qualify for warranty coverage, the initial buyer must submit verifiable proof of purchase confirming the transaction occurred through an Authorized Reseller. Fisk expressly disclaims any liability for merchandise obtained through unauthorized channels, including any concerns regarding product authenticity, physical condition, environmental storage, handling, or functional performance.
13. Pricing Policy. Resellers are informed of Fisk’s pricing policy as it applies to the advertising of Difeel and Hair Chemist products for sale by Resellers to end-users in the United States. There is no agreement, express or implied, between Fisk and Resellers regarding the advertised or resale pricing of Difeel and Hair Chemist products. If any director, officer, employee, representative, or other agent of Fisk attempts to coerce Resellers into agreeing to the price at which Resellers advertise or resell Difeel and Hair Chemist products, such action shall be void, unauthorized, and without effect, and Resellers shall promptly notify Fisk at Enforcement@fiskgroup.com. 
14. Additional Terms and Conditions. Resellers agree to comply with the additional terms and conditions set forth by Fisk from time to time, which may be changed by Fisk in its sole discretion.

Fisk reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and a Reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed the Reseller’s acceptance of the amendments.

If Fisk determines that a Reseller is in violation of this Reseller Policy, Fisk may take any and all appropriate legal actions, including, but not limited to, refusing to accept orders from the Reseller or instructing its distributors to refuse to accept orders from the Reseller.

Any questions regarding this Reseller Policy must be emailed to: Enforcement@fiskgroup.com