Tango Advanced Nutrition Wholesale Policies
Tango Advanced Nutrition®, Inc. (TAN) manufactures a line of nutritional supplements and advanced herbal formulas. This TAN Wholesale Policy is designed to aid in maintaining the value and integrity of all TAN products and customer service. TAN may update these wholesale policies from time to time. It is the responsibility of the Reseller to periodically review the policies to make sure they stay in compliance
For purposes of this Policy, “Reseller” refers to any and all authorized parties approved to resell TAN products directly to consumers.
This Policy, updated January 1, 2018, is intended to support the ability of all Resellers to offer exceptional customer service and consumer education about TAN products.
- TAN hereby appoints Reseller as a non-exclusive TAN Reseller to purchase from TAN and resell the products listed on the then current TAN Reseller Price List (the “Products”). Reseller is an independent contractor, not an agent of TAN.
- TAN hereby grants to Reseller a non-exclusive, royalty-free license to use the now existing or hereafter adopted or created trademarks, trade names, copyrighted materials, logos, slogans, designs and distinctive advertising of TAN applicable to the products (hereinafter the “Trademarks”) solely in connection with the advertisement, promotion, sale and distribution of the Products by Reseller under this Agreement and during the term hereof. Reseller shall not use the Trademarks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of TAN and its affiliates.
- TAN warrants that the Products will conform to their descriptions as set forth on the order submitted by Reseller and accepted by TAN. THE FOREGOING WARRANTY IS MADE IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. Reseller will give and make no other or different warranties or representations concerning the Products.
- Reseller is responsible for all risks, liabilities, and claims arising from its own business operations. Accordingly, Reseller agrees to defend, indemnify and to hold TAN and its affiliates, and all of their agents, employees, officers and directors harmless from and against any and all claims, demands, liabilities, obligations, damages, costs, losses and expenses of every kind nature whatsoever, including, without limitation, court costs and attorneys’ fees, arising out of Reseller’s own activities, and the acts or omissions of Reseller’s agents, employees or Customers, and regardless of whatever they may arise in contract or tort, intentional or negligent, under statute or regulation, in equity, at law or otherwise.
- Reseller shall protect the Confidential Information of TAN and its affiliates and will not use or disclose the Confidential Information to any third party. “Confidential Information” means information related to the business of TAN which derives economic value, actual or potential, from not being generally known to other persons, including but not limited to non-public lists of customers, prospects, or business opportunities. Reseller acknowledges that a breach of this Section 6 will cause irreparable damages to TAN its affiliates, which is not compensable in monetary damages, and that in addition to all other remedies provided at law or in equity, TAN and its affiliates shall be entitled, as a matter of right, to seek and obtain injunctive relief to prevent any such breach.
- Timeframe: This agreement will be in force perpetually from that date on which it is signed. This agreement will be re-evaluated from time to time by TAN to insure regulations and requirements are met. Any changes will be made in writing.[a][b]
- This agreement may be terminated by either party upon at least thirty (30) days’ prior written notice, or immediately in the event of (i) the other party’s breach of this Agreement or bankruptcy, receivership, dissolution, liquidation, or insolvency, or (ii) the enactment of new laws or regulations which would materially alter the rights or obligations of, or the regulatory burden upon the terminating party or granting material addition rights to the other party; or (iii) the issuance of a warning letter, complaint or indictment or similar lodging of charges against Reseller (whether criminal or regulatory in nature) by a governmental agency. The rights and obligations of Sections 4, 5 and 6 will survive termination of this agreement.[c]
- This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements. This Agreement may not be amended or modified, nor any part waived, except by a further written agreement signed by the parties hereto. No failure or delay by either party in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right remedy preclude any other or further exercise thereof or of any other right or remedy.
- If any one or more of the provisions in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
- The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed and construed in the accordance with the laws of the State of California without reference to any conflicts of law principles; the parties submit themselves to the jurisdiction of the federal and state courts located in San Francisco[d][e], California, which shall have exclusive Jurisdiction of any disputes arising hereunder, and the parties waive any objection to venue therein.
- Reseller shall not assign its rights or delegate its performance hereunder without the prior written consent of TAN, and any attempted assignment or delegation without such consent shall be void.
- Reseller shall pay for any Products at the applicable prices set forth in the then-current Reseller Price List. All transactions shall be prepaid by Credit Card or Check. The prices are net of any governmental taxes, fees, or other similar impositions now or hereafter applied on the production, sale, transportation, licensing or use of the products, all of which shall be borne by the Reseller in addition to the price of the Products.
- Reseller is responsible for all shipping, insurance and related charges, and all risk of damage or loss to the Products shall pass to Reseller upon tender by TAN to the common carrier. TAN shall select the carrier but shall not thereby assume any liability in connection with the shipment (whether for delay, damages or otherwise), except as stated herein, nor shall the carrier be considered TAN’s agent. Notwithstanding the foregoing, if TAN uses its regular carrier, TAN will accept returns of Products damaged during shipping and submitted in accordance with TAN’s Return Policy.
- Reseller will comply with all applicable governmental laws, regulations, and orders relating to its activities hereunder, including but not limited to federal Dietary Supplement Health and Education act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and similar state laws and regulations, reporting and licensure requirements, and export and import controls, if applicable. Reseller shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease in violation of DSHEA.
- Reseller shall have thirty (30) days from receipt of the Products to inspect such Products for breaches of the TAN warranty and provide TAN with written notice of any defects. Reseller’s exclusive remedy for any breach of warranty shall be for TAN, at its option, to replace the defective Products or refund to Reseller any amounts paid for such Products.
- All notices and communications pursuant to the Reseller Agreement shall be in writing and shall be mailed, emailed, or delivered to the other party at the address or email address shown on this Agreement, or such other address as may be communicated by a party pursuant to this paragraph 16, and shall be effective when actually delivered to such address.
- Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, other than payment obligations, if such failure is caused by the occurrence of any force majeure beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of raw material suppliers, failure of transport, accidents, wars, riots, insurrections, acts of God or orders of governmental agencies. In the event of such contingency occurs which affects TAN’s performance, TAN may allocate production and delivery among its customers as it sees fit in its sole discretion and without liability to Reseller.
- Upon termination of this Agreement, all rights and licenses granted to Reseller herein shall immediately terminate, provided that Reseller may distribute its remaining inventory of the Products in accordance with this Agreement. Neither party shall be liable to the other for damages, losses, costs or expenses of any kind arising from the termination of this Agreement; however, such termination shall not affect any claim, demand, liability or right of either party arising pursuant to this Agreement prior to the termination, or arising after termination in connection with the sale by Reseller of its remaining inventory of the Products.
- TAN may change these wholesale policies from time to time. It is the responsibility of the Reseller to periodically review the policies to make sure they stay in compliance.
- Restricted Online Websites: To help insure the high quality of Tango Advanced Nutrition formulas, and to protect its brand, products and resellers, TAN restricts the sale of its products on Amazon, WalMart, Sears, Alibaba, or Ebay (“Restricted Online Websites”). Reseller is prohibited from selling TAN formulas products globally on Restricted Online Websites without written permission from TAN.
- Websites: All Resellers must provide URLs for any locations where they are offering TAN products for resale, including international websites and websites in languages other than English.
- Online Representation: The reseller cannot represent itself as Tango Advanced Nutrition at any “Big Box” reseller websites. The Reseller must disclose its reseller name or alias used on the website to TAN.
- If Reseller breaches its obligation by selling TAN formulas on Restricted Online Websites, Reseller shall pay TAN the difference between MSRP and Wholesale Price on each formula purchased from TAN as liquidated damages. The parties agree that quantifying losses arising from Reseller’s selling on restricted sites is inherently difficult insofar as selling on restricted online websites may impact Tango Advanced Nutrition reputation, and further stipulate that the agreed upon sum is not a penalty, but rather a reasonable measure of damages, based upon the parties’ experience and given the nature of the losses that may result from such a breach of agreement. This provision shall also apply in the event that Reseller sells TAN products to another Reseller who then sells on restricted online websites.
Minimum Advertised Price (MAP) Policy
For purposes of this Policy, the Minimum Advertised Price (MAP) of Tango Advanced Nutrition formulas is set to not exceed more than 15% off of the current standard, one-bottle suggested retail price (Retail Price) as established by TAN and displayed on the Tango Advanced Nutrition website (www.puretango.com).
Resellers may not advertise the Products at a price below the MAP. Advertising includes, but is not limited to, (i) print and broadcast media advertising such as catalogs, newsletters, newspaper, radio and television, (ii) online pay-per-click advertising, (iii) internet sites such as online portal sites, auction and shopping sites, natural or paid search engine listings, social media sites, banner advertisements, and your own Web sites, and (iv) direct mail and e-mail.
The MAP policy applies to all advertisements of TAN products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or similar electronic media, television, radio, and public signage.
Additionally, internet advertising such as banner, pop-up, pop-under ads or any website accessible to the public including traditional retailers, club membership sites, ecommerce, vendors, portals, shopping sites, auction sites, etc. advertisements are all subject to the MAP policy. The MAP policy is NOT applicable to any in-store advertising that is displayed only in the store (brick and mortar) and not distributed to any customer(s).
Sales incentives may be advertised, but not in a way that results in advertising or showing a price for the Product that is below MAP. For example, “Buy One Get One”, or “BOGO” price advertising, that results in an advertised price for any single Product below the MAP is not permitted. The bundling of products and advertising of free or discounted items (whether made by TAN or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP.
Special unadvertised, limited-time, in-store or clinic discounts are permitted; however, this exception does not apply to online business.
This MAP Policy relates only to advertised prices and does not restrict the actual sales price at which a Product is sold.
Compliance: All Resellers are responsible for maintaining compliance with the MAP Policy. If it is determined by TAN that a Reseller has violated the terms of this MAP Policy and/or selling practices set forth herein, TAN may require all Resellers (not just the party which sold Products to the offending Reseller) to cease and desist all further sales to that offending Reseller. It is the responsibility of all Resellers of the Products to assist in the policing of this MAP Policy as to those persons to whom they, or other Resellers, sell the Products, and if a violation is discovered, to immediately contact TAN with the identity of the offending party (regardless of which Reseller may have actually sold the Product), as well as the facts and circumstances surrounding the alleged violation.
Enforcement: TAN will monitor compliance with this policy. TAN may, at its own discretion, stop supplying products to any reseller or distributor found to be in violation of the MAP policy.
Confidentiality: The terms of this MAP policy are confidential and should not be disclosed to other parties.
This MAP policy has been established by TAN to help ensure the reputation and quality of TAN as a producer of high quality herbal formulas, and to protect the reputation of its brand and products. The MAP policy is also designed to ensure resellers have the incentive to invest resources into services for TAN customers.
TAN strongly believes in this Policy and has made it a condition of advertising our Products. TAN reserves the right to revoke any Reseller’s authorization to sell TAN products. Failure to comply with the MAP Policy may result in price restructuring, termination of sale and shipment of Products to you for the duration of the non-compliance, termination or your right to use TAN copyrighted materials and trademarks, and possible termination of your contract with TAN.
This policy may be changed at any time without advance notice by TAN. You are responsible for complying with the Policy as posted online on the Tango Wholesale site (wholesale.puretango.com).
Questions about whether a planned advertisement complies with this policy should be emailed to firstname.lastname@example.org for guidance.
Additional Reseller Responsibilities
In addition to the other Reseller responsibilities outlined in this document, the Reseller must agree to and abide with the following responsibilities:
Business: Reseller agrees to provide its business license, FEIN, Reseller Certificate, medical or health care provider license and/or other applicable documentation to TAN.
Channel disclosure: The Reseller must indicate all sales channels it is using to sell TAN Products. Resellers are not permitted to resell to other wholesale or distributor resellers without permission from TAN.
Price to Reseller: TAN will give a minimum of 15 day notice to price changes.
Packaging: The Reseller has the right to sell each individual bottle or product SKU available to reseller/wholesale accounts but MAY NOT repackage or rebrand the product. A bottles or packaged product CANNOT be opened by the reseller or resold in smaller quantities or under a different name.
Lot Numbers: TAN will track lot numbers for FDA purposes to the reseller but cannot be responsible for lot number tracking to the Reseller’s customers. Reseller must track lot numbers to their customers.
Storage: The Reseller will store the product in a dry, odor free, well-ventilated environment. TAN cannot be responsible for products that are stored in an insufficient manner.
Returns: TAN is not responsible and will not accept returns from a customer who purchased product from the Reseller.
Product Damages: All freight damage must be noted on the delivery receipt at the time of delivery and acknowledged by the deliverer. All ground package delivery (USPS, UPS, FedEx, etc.) damage to the Reseller must be reported within 5 business days of delivery.
If you have questions about the Tango Advanced Nutrition, Inc. Resellers Advertising and MAP Policy, please contact: email@example.com
If you last ordered with us prior to February 17th 2023 through our previous wholesale portal then you will need to re-register.
Optional: If you are purchasing for resale within California and wish to be exempted from CA sales tax please fill out the following form and email it to firstname.lastname@example.org or fax it to 1 (805) 504-9563.
California Resale Form