Resale Terms & Conditions

INTRODUCTION

Thank you for your interest in our Good Partners Program (“Program”)! By purchasing and reselling Our Good Lab product(s) (“Product(s)”), you agree to the terms and conditions outlined in this document including any policies and guidelines referenced herein and/or available by hyperlink (“Terms”, and collectively with the resale agreement between you and us, “Agreement”). 

Please review these Terms carefully. If you do not agree to all the terms and conditions in these Terms, then you may not participate in our Resale Program. We reserve all rights not specifically and expressly granted in these Terms. 

Should you have any questions or require further clarification, feel free to contact us at hello@ourgoodlab.com. We look forward to your success as an approved reseller of our Products.

SECTION 1 - APPROVED RESELLERS

Only entities that have been expressly approved by Our Good Lab Pte. Ltd. (“Our Good Lab”, also referred throughout this document as “we”, “us” and “our”) may purchase our Products and sell them to consumers ("Reseller(s)", also referred throughout this document as “you”). Unauthorised reselling, including to other resellers, is prohibited.

SECTION 2 - RESALE RESTRICTIONS

2.1 Pricing: Resellers must adhere to our minimum advertised pricing (MAP) policy. Any deviation from this policy must be approved by us in writing.

• Resellers must match the retail price of our Products as listed on our site, www.ourgoodlab.com, (“Site”) at all times.
• During our sale periods, you may choose to match the sale price as advertised on our Site, but only during those specific times. To ensure that you are notified of all sales we run from time to time, do ensure that you sign up to our mailing list and follow us on social media (@ourgoodlab).

2.2 Territory: Products may only be resold within the geographic area(s) specified in your Reseller Agreement.

2.3 Channels: Reselling through online marketplaces (e.g., Amazon, eBay) or third-party platforms requires our prior written consent.

2.4 Promotion: When promoting our Products, Resellers must follow our marketing policies and guidelines, which will be provided and updated periodically. We will provide Resellers with downloadable social media templates for use in digital promotion of the Products. These templates will be updated periodically to align with our current marketing strategies and campaigns. You may not advertise in any way that does not align with our branding.

SECTION 3 - PRODUCT HANDLING

3.1 Quality: Products must be sold in their original, unaltered condition. Resellers must ensure that products are handled and stored appropriately to maintain quality.

3.2 Returns and Warranties: All returns, exchanges, and warranties of Products resold by Resellers must be managed in accordance with our policies as listed on our Site. 

3.3 Records: Resellers must maintain detailed records of their marketing and sales activities for at least 2 years, and provide these records to us upon reasonable request or as required by a regulatory authority.

3.4 Adverse Effects Reporting: Resellers must promptly report any product defects or adverse effects caused by a Product, or where there is reasonable suspicion or evidence that a Product might be the cause of such a reaction, to us within 3 days if life-threatening or resulted in death and within 7 days if it resulted in hospitalisation, or caused persistent or significant disability or incapacity.

SECTION 4 - GENERAL CONDITIONS

4.1 Changes: All Product descriptions, specifications and pricing are subject to change at any time without notice.

4.2 Modifications: We may discontinue or modify the Products at any time, except that we may not modify or replace Products that are subject to an accepted and outstanding purchase order, unless required by applicable law. We shall not be liable to you or to any third-party for any modification, change, suspension or discontinuance of any Products.

4.3 Limits: We reserve the right to (i) limit the sales of our Products to any geographic region or jurisdiction; and (ii) refuse to accept any purchase order you place with us, at any time and for any reason.

4.4 Services: Insofar as you are considered to engage in our Services (as defined in the main Terms & Conditions on our Site), you will also be bound by such terms. If there is any conflict between such terms and these Terms, these Terms shall prevail. 

SECTION 5 - ORDERS AND DELIVERIES

5.1 Terms: Resellers will be liable for all shipping fees, insurance costs, import duties, taxes, customs fees and brokerage fees (if any). All deliveries will be made FOB. Resellers shall pay all sums due without set-off or counterclaim.

5.2 Orders: All accepted purchase orders are final. Payments are non-refundable and non-transferable, except as provided in these Terms.

5.3 Defects: We will accept returns for defective products within 7 days of delivery. Resellers must document and submit evidence of defects for verification. Such products must be returned in their original packaging. We reserve the right to issue replacements, refunds or other such steps as we determine are warranted, and this will be the sole remedy for Resellers for defects.

5.4 Disclaimer: Unless otherwise listed in these Terms or the resale agreement between you and us, we do not make any warranty regarding our Products and to the fullest extent permissible by law, any and all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, durability and non-infringement are disclaimed. To the extent that they cannot be excluded, liability for them is limited to the maximum extent permitted by law or at our option, to supplying the product again.

SECTION 6 - INTELLECTUAL PROPERTY

6.1 Limited License: While participating in our Program, you are granted a limited, non-exclusive, non-transferable, royalty-free, revocable licence to use Our Good Lab’s trademarks, logos and branding content to the extent specified in section 2.4 above solely for the purpose of marketing, promoting and reselling our Products in accordance with the terms of our Agreement. 

6.2 Goodwill: Each Reseller undertakes that it, and its representatives, employees and/or agents, will accurately portray such intellectual property and will not jeopardise or adversely affect the goodwill attached thereto. 

6.3 Non-Permitted Use: Resellers may not otherwise use Our Good Lab's branding elements, trademarks, logos, or other intellectual property without our prior written permission. 

6.4 Ownership: Title to, and ownership of, our intellectual property rights (whether registered or unregistered, including any applications therefor) and valuable goodwill attached thereto shall remain with us at all times. Nothing herein shall create nor be deemed to create any assignment, licence or transfer to any Reseller of any such intellectual property rights. For clarity, each party retains all rights, title, and interest in and to its own intellectual property created independently of the Agreement. 

6.5 Original Content: Save for any branding elements or other intellectual property of Our Good Lab within, you will own the intellectual property rights to any original marketing materials and content you create. To the extent that you would otherwise be the owner, you hereby irrevocably assign and transfer to us all title, ownership, rights and interest to such materials and content, and agree not to assert any moral rights thereto.

6.6 Display: You consent to our use and display of your company and/or brand logo and trade names for marketing and promotional purposes (e.g. on our Site, in our marketing collateral or vendor portfolio).

SECTION 7 - COMPLIANCE

Resellers must comply with all relevant laws and regulations in the territories where they operate, and may not sell the Products in any territories where it does not possess the necessary approvals, licences and/or permits.

SECTION 8 - RESELLER REPRESENTATIONS

Each Reseller represents and warrants to Our Good Lab, with the intention that we will rely thereon in entering into our reseller arrangement, that:

• If it is a registered business: it is a sole proprietorship or a company, validly existing, of good standing under the laws of the jurisdiction where it was incorporated and qualified to do business.
• If it is an individual person: he or she must be a Singapore citizen or permanent resident, and qualified to engage in freelance sales in Singapore.
• Its participation in our Program does not conflict with, or constitute a breach of any contract, law or restriction of any nature to which it is bound.
• It possesses all necessary approvals, licences and/or permits to purchase and resell our Products and undertakes to comply with all applicable laws and regulations in the conduct of its business at all times.
• All information and documents provided to or disclosed to us are true, accurate and up-to-date in all respects and if copies, are true and accurate copies of the original documents.

Resellers shall inform us in writing immediately if any of its representations and warranties contained herein shall become incomplete, incorrect or inaccurate for any reason whatsoever, and it shall immediately take efforts to rectify such situation. A Reseller's failure to immediately inform us of such situation or to correct such situation shall be a material breach of our Agreement.

SECTION 9 - RELATIONSHIP

9.1 Independent Contractor: Resellers are independent contractors, and neither Resellers nor its employees shall be construed to be either legal or implied partners, agents, servants or employees of Our Good Lab and have no authority whatsoever to act for or on behalf of us. 

9.2 No Partnership: Nothing in these Terms or our Agreement shall constitute a partnership between the parties nor make either party the agent of the other party for any purpose.

SECTION 10 - CONFIDENTIALITY

10.1 Proprietary: During your participation in our Program, both of us may have access to confidential or proprietary business information and data belonging to the other party and/or its employees, contractors and clients (“Confidential Information”). Both parties acknowledge that the Confidential Information must remain confidential and agree not to use Confidential Information belonging to the other party for its own purposes or disclose it to any other person without a reasonable need to know. 

10.2 Title: All Confidential Information is and shall remain the sole and exclusive property of the disclosing party or person. Neither party is conferred any right, licence, ownership or other interest in or title to the Confidential Information and/or any intellectual property rights that are now or in the future owned by the other party or its affiliates.

SECTION 11 - EFFECT OF EXPIRY / TERMINATION

11.1 General: Upon termination or expiry of our Agreement, a Reseller must pay any outstanding balances immediately. We reserve the right to refund any payments received for orders if the goods have not been shipped.

11.2 Breach of Terms: Our Good Lab reserves the right to terminate your Agreement and access to our Program at any time if any of the terms and conditions in our Agreement are violated. Upon termination in such cases, you must cease all sales and return any unsold inventory. You will also be disqualified from any future participation in our Program.

SECTION 12 - LIMITATION OF LIABILITY

12.1 Cosmetic Product: While every reasonable effort has been made to ensure the quality and efficacy of our products, they are for cosmetic purposes only and have not been approved by any medical or pharmaceutical licensing body. The durability of the results of our Products can vary from person to person and is depending on factors outside of our control, including but not limited to, the user’s application, skin type or condition, lifestyle, maintenance and care etc.

12.2 Content. Content found on our Site or otherwise provided by us, including text, images, audio, or other formats were created for informational purposes only and any reliance is at your own risk. Recommendations given by our customer support or other representatives in all forms are for informational purposes only. Such content and recommendations are not intended to be a substitute for professional medical advice, diagnosis, or treatment.

12.3 Liability Cap: To the fullest extent permitted by law, Our Good Lab shall have no liability under these Terms, or the resale agreement between you and us, or otherwise for any direct, indirect, consequential, exemplary, special, incidental, or punitive damages or losses (including any claim for personal injury, purported or otherwise) arising from your purchase, promotion and/or resale of its Products. In any event, the aggregate liability of Our Good Lab to you for any reason and upon any cause of action shall not exceed an amount equal to 100% of the total amount paid by you to us for the specific product(s) in which the issue, injury, loss, claim or damage occurred.

SECTION 13 - INDEMNITY

You agree to indemnify and hold Our Good Lab and its affiliates, shareholders, directors, officers, employees and agents, harmless from any claims, damages, liabilities, losses and costs (including legal fees) arising from your resale operations or breaches of our Agreement. This includes claims related to personal injury, property damage, or any statutory liabilities. 

SECTION 14 - NON-COMPETE

During your participation in our Program, you agree not to market or sell any competing products. Additionally, for 6 months after you cease to be a Reseller, you agree not to directly or indirectly develop or sell your own product in competition with ours.

SECTION 15 - NON-SOLICITATION

15.1 Non-solicitation: During your participation in our Program and for 6 months thereafter, each party agrees not to directly or indirectly solicit any officer, director, contractor or employee, or any customer, client, supplier or vendor of the other party for the purpose of inducing such person to terminate its relationship with the other party. 

15.2 Independent Customers: This non-solicitation clause does not apply to customers who independently choose to purchase directly from us after trying our Product or learning about it through social media, general ads, or otherwise. In such cases, we may engage with and sell directly to these customers without violating our Agreement.

SECTION 16 - NON-DISPARAGEMENT

You agree not to make any negative or disparaging statements, whether oral or written, about Our Good Lab, its products, services, personnel or affiliates during the term of our Agreement and for 6 months thereafter.

SECTION 17 - SURVIVING OBLIGATIONS

Terms and conditions contained in our Agreement that are expressed or by their sense and context are intended to survive the expiry or termination of our Agreement shall so survive. 

SECTION 18 - PERSONAL INFORMATION

Your submission of personal information is governed by our Privacy Policy, and you consent to us processing such personal information for legal, administrative and management purposes.

SECTION 19 - NOTICES

Any notice or communication under our Agreement must be in writing and delivered to the other party by hand, sent via overnight courier, certified or registered mail with return receipt requested to its registered business address, or by email to an acknowledged email address. Notice is deemed effective on the date of delivery.

SECTION 20 - MISCELLANEOUS

Any ambiguities in the interpretation of our Agreement shall not be construed against the drafting party. 

SECTION 21 - AMENDMENTS

We may amend these Terms at any time by posting an updated version to our website. Resellers will be notified of any changes via email and can review the most current version of these Terms at any time at this page. 

Last updated: 13 September 2024