Authorized Reseller Policy
PharmaCare US, Inc.
Effective June 23, 2025
PharmaCare US, Inc. (“PharmaCare”), the owner of the Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health brands, has adopted this Authorized Reseller Policy (“Policy”) to protect the integrity of its brand and products. By purchasing Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products from PharmaCare or an Authorized PharmaCare Distributor for resale, you (“Reseller”) agree to comply with this Policy. This Policy supplements any existing reseller agreement and may include audits of your operations to ensure compliance.
Effective immediately, only Authorized Resellers may sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products on online eCommerce third-party marketplaces such as, but not limited to, Amazon. Authorized Resellers are merchants who have been vetted by PharmaCare for adherence to its quality control standards and granted written approval to sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products on such platforms. Any reseller wishing to sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products on online eCommerce third-party marketplaces must first obtain prior written approval from PharmaCare.
All Authorized Resellers accept and are bound by the terms and conditions of this Policy, which detail the channels and methods in which they are authorized to sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products. PharmaCare and its Authorized Resellers are individually a “Party” and together are the “Parties.”
Terms and Conditions
1. Authorization. Authorized Resellers can advertise and sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products (the “Product” or “Products”) to end-customers in the United States of America only, in brick-and-mortar locations and on their own internet URL locations approved by PharmaCare. Authorized Distributors may also advertise and sell Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products to approved Resellers.
2. Third-Party Internet Marketplace Sales. All resellers are prohibited from selling Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products on Internet marketplaces including, but not limited to, Amazon, Walmart, Target, eBay, Alibaba, Craigslist, and Rakuten unless they obtain written permission from PharmaCare authorizing them to sell on specific internet marketplaces and under specific seller names. PharmaCare may revoke or amend an Authorized Reseller’s internet marketplace authorization by sending notice, and such revocation or amendment shall become effective upon delivery of such notice.
3. End Customers. Product purchased by Authorized Resellers is intended for sale to end customers only. Accordingly, Authorized Resellers will advertise and resell the Product to end customers only. End- customers are customers who purchase the Product for their personal use or consumption. Authorized Resellers are prohibited from reselling the Product to third-party resellers or distributors without prior written approval from PharmaCare.
4. Geographic Territory. The authorization to advertise and resell the Product is limited to the United States without exclusive rights to any specific territory. Authorized Resellers must obtain prior written approval from PharmaCare to resell, gift, or export the Product outside the United States. Authorized Resellers must also obtain prior written approval from PharmaCare to resell Product to a buyer who they know, or reasonably should have known, has the intent to export the Product outside the United States.
5. Duration. An Authorized Reseller’s approval to advertise and resell the Product will remain in effect until it is terminated by either Party or when PharmaCare terminates this Policy, whichever occurs first.
6. Quality Control. Authorized Resellers acknowledge the importance of upholding the good reputation of PharmaCare and its Products. Accordingly, Authorized Resellers will comply with all applicable federal, state, and local laws and regulations. Authorized Resellers also agree to adhere to the highest quality control standards in performing their obligations under this Policy, including the following standards established by PharmaCare:
a. Provide Accurate Information. Authorized Resellers must provide accurate and up-to-date company and contact information including all DBAs, retail locations, and websites where the Product will be sold.
b. Product Storage. Authorized Resellers will store the Product in a facility and in a manner that prevents damage to the Product or its packaging.
c. Original Packaging. Authorized Resellers will only sell Products in their original unaltered, undamaged, and sealed packages with all original markings, documents, and identifying information intact. Authorized Resellers are prohibited from selling Products that have original labels replaced, altered, destroyed, or bundles made up of items meant to be sold individually or as part of a larger package; such packages are considered altered and will not qualify for refunds, exchanges, or Sambucol, Promensil, and Real Health’s product warranties.
d. Damaged Product. Authorized Resellers will destroy, at their own expense, Product that PharmaCare determines is altered, damaged, or does not meet PharmaCare’s quality standards.
e. No Brand Commingling. Authorized Resellers will not advertise or display the Product with non- Sambucol, Promensil, and Real Health branded products in a manner that creates the impression that the non-Sambucol, Promensil, and Real Health products are made by, endorsed by, or associated with PharmaCare. Such commingling of brands is likely to cause customer confusion and is prohibited.
f. Bundles and Multipacks. Authorized Resellers will not create, or advertise, bundles or multipacks without prior written authorization from PharmaCare.
g. Quality Control Audit. PharmaCare may conduct quality control audits of its Authorized Resellers’ advertising, promotional materials, product images, and any documents related to the marketing and advertising of the Product to determine whether the use of the Product and Intellectual Property meet the standards, specifications, and directions approved by PharmaCare. When requested, Authorized Resellers will provide PharmaCare with samples of advertising, promotional materials, product images, and any other documents for review.
h. Product Recall. If Product recall is necessary, Authorized Resellers will cooperate with PharmaCare to conduct the recall.
i. Drop Shipping. Order fulfillment by drop shipping is prohibited without prior written approval from PharmaCare.
j. Additional Quality Control Standards. PharmaCare has the right to issue additional quality control standards to protect its brand’s reputation and ensure the commercial success of its Products. Authorized Resellers agree to abide by all additional standards issued by PharmaCare.
7. Customer Service. Authorized Resellers will offer customer service in a timely, diligent, and professional manner to customers who purchase the Product. Authorized Resellers will use commercially reasonable efforts to ensure customer satisfaction, increase customer loyalty, and preserve customer trust in the PharmaCare.
8. Intellectual Property. PharmaCare owns all proprietary rights in and to the PharmaCare, including name, logo, trademarks, service marks, trade dress, copyrights, patents, and any other intellectual property related to the Products (“Intellectual Property”). PharmaCare grants its Authorized Resellers a limited, non-transferable, revocable license to use PharmaCare’s Intellectual Property for the purpose of advertising and reselling the Product in a manner consistent with this Policy. The Intellectual Property will not be affixed to, or advertised in connection with, any goods or services other than the Product. All goodwill arising from the Authorized Resellers’ use of the Intellectual Property shall inure solely to the benefit of PharmaCare. Authorized Resellers agree to cease all use of the Intellectual Property upon their termination as an Authorized Reseller. This limited license is granted only to PharmaCare’s Authorized Resellers.
9. Advertising By PharmaCare. Nothing in this Policy limits PharmaCare’s right to market, advertise, and sell the Product. All decisions regarding the advertising medium or content will remain at the sole discretion of PharmaCare.
10. Product Warranties. PharmaCare warrants the Products to be free from defects in material and workmanship. PharmaCare warrants that customers who purchase directly from PharmaCare, or its Authorized Resellers, will receive unexpired product that are safe to consume when used according to the specifications printed on the label. PharmaCare also warrants that the products sold by PharmaCare, and its Authorized Resellers comply with all product safety regulations and appropriate labeling requirements promulgated by the United States Food and Drug Administration, including the Federal Food, Drug, and Cosmetic Act, Federal Consumer Product Safety Act, and any other applicable product safety law. Further, PharmaCare warrants that the Products sold by its Authorized Resellers conform to PharmaCare’s quality control specifications. Such warranties extend only to Products sold by PharmaCare and its Authorized Resellers who are subject to PharmaCare’s quality control standards. PHARMACARE WARRANTIES DO NOT EXTEND TO PRODUCTS OBTAINED AND SOLD BY UNAUTHORIZED RESELLERS OR TO PRODUCTS WHICH PHARMACARE CONSIDERS ALTERED.
11. WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS POLICY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. PHARMACARE HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
12. Notice of Minimum Advertised Price Policy. PharmaCare maintains a Minimum Advertised Price Policy that applies to all Sambucol, Promensil, SUP, Kid’s Smart, Bioglan and Real Health products. This section is intended to only give notice of the policy to its Authorized Resellers. It does not constitute consideration for any agreement between PharmaCare and any other party nor a separate agreement regarding the final price that resellers will charge their customers. The Minimum Advertised Price Policy is a unilateral policy and not subject to agreement by any reseller.
13. Additional Terms and Conditions. Authorized Resellers agree to comply with the additional terms and conditions set forth by PharmaCare from time to time, which may be changed by PharmaCare in its sole discretion.
PharmaCare reserves the right to update, amend, modify, or terminate this Authorized Reseller Policy at any time. Unless otherwise provided, such changes 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 changes.
If PharmaCare determines that a reseller is in violation of this Policy, PharmaCare 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 Policy must be emailed to: brandprotection@pharmacareus.com.