Authorized Retailer Terms & Conditions

To protect and promote our brand and reputation for providing high-quality products, American Biotech Labs, LLC (“American Biotech Labs”) has established these Authorized Retailer Terms & Conditions (the “Terms”), effective immediately, which apply to authorized retailers of American Biotech Labs products (the “Products”). By purchasing from American Biotech Labs for retail sale, you (“Retailer”) agree to adhere to the following terms. Please read these Terms carefully.

  1. Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to the then- current Product order, shipment, and return procedures, which may be amended by American Biotech Labs at any time in its sole and absolute discretion. American Biotech Labs reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by American Biotech Labs. Furthermore, American Biotech Labs will not be bound by any "disclaimers", “click wrap” or "click to approve" terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof.

  2. Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in American Biotech Labs’ immediate termination of Retailer’s account, in addition to other remedies. Furthermore, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under American Biotech Labs’ Product warranties and guarantees.

    2.1. Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

    2.2. Retailer shall not sell, ship or invoice Products to customers outside of the United States or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of American Biotech Labs.

    2.3. 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, mailing address, telephone number and email address. American Biotech Labs, in its sole discretion, may revoke Retailer’s authorization to sell the Products on such websites at any time, and Retailer shall cease marketing for sale and/or selling the Products on such website immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website, including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of American Biotech Labs, which is granted solely through execution by American Biotech Labs of the Authorized Online Seller Agreement. No American Biotech Labs employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.

    2.4. Retailer shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of the Products.

3. Product Care & Quality Controls. Retailer shall care for the Products as set forth herein.

3.1. Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). Retailer shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale and must promptly report the Defects to American Biotech Labs. Expired Product is not considered defective Product.

3.2. Product Storage and Handling. Retailer shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by American Biotech Labs from time to time.

3.3. Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with American Biotech Labs with respect to any Product recall or other consumer safety information dissemination effort.

3.4. Alterations & Bundling. Retailer shall sell Products in their original packaging, with all seals intact. Retailer shall not sell or label the Products as “used”, “open box” or any other similar descriptors. Relabeling, repackaging, misbranding, adulterating, and other alterations are not permitted. Retailer shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packing. Retailer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Retailer shall not advertise, market, display, or demonstrate non-American Biotech Labs products together with the Products in a manner that would create the impression that the non-American Biotech Labs products are made by, endorsed by, or associated with American Biotech Labs.

3.5. Customer Service & Product Representations. Retailer and Retailer’s sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Retailer must make itself available to respond to customer questions and concerns both before and after sale of the Products and shall endeavor to respond to customer inquiries promptly. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of American Biotech Labs. Retailer agrees to cooperate fully with American Biotech Labs in any investigation or evaluation of such matters.

4. Audit. American Biotech Labs reserves the right to audit and/or monitor Retailer’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer’s facilities and records concerning the Products.

  1. Intellectual Property. American Biotech Labs owns or has a license to all proprietary rights in and to the American Biotech Labs brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP 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. American Biotech Labs reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer’s use of the IP shall inure solely to the benefit of American Biotech Labs.

  2. Termination. If Retailer violates any of the Terms, American Biotech Labs reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with American Biotech Labs; and (iii) using any IP.

  3. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that American Biotech Labs will have no adequate remedy in money or other damages at law. Accordingly, American Biotech Labs shall be entitled to injunctive relief and other equitable remedies, without the necessity of proving actual damages or irreparable harm and without the necessity of posing a bond or other security; provided, however, no specification in the 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 the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by American Biotech Labs to exercise any right(s) herein shall constitute a waiver of any provision herein.

  4. MAP Policy. American Biotech Labs has a Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailers. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for any part of this agreement between you and American Biotech Labs, and does not separately constitute an agreement between you and American Biotech Labs regarding the price you will charge your customers for the Products. American Biotech Labs does not seek, nor will it accept, from Retailer any assurance of compliance with the MAP Policy.

  5. Warranties, Disclaimers, and Limitations. Any limited warranty that American Biotech Labs provides for any Product shall be the sole and exclusive remedy for that Product, and American Biotech Labs hereby disclaims any and all other warranties, whether express, statutory, or implied, including without limitation the implied warranties of merchantability, non- infringement, and fitness for a particular purpose, even if such purpose is known to American Biotech Labs. In addition, American Biotech Labs shall not be liable or otherwise responsible to Retailer or any third party for any consequential, indirect, special, or incidental damages, including but not limited to lost profits or loss of business, regardless of the form of action or theory of liability. Furthermore, the maximum liability of American Biotech Labs arising out of or relating to these Terms, whether arising from any claim(s) based on breach of contract, tort, products liability, strict liability, warranty, or otherwise, shall in no case exceed the actual amounts paid to American Biotech Labs for the Products at issue or $100, whichever amount is greater. Moreover, all of the limitations, disclaimers, and restrictions contained in this paragraph

9 shall be enforced even if they cause any remedy to fail of its essential purpose. These limitations, disclaimers, and restrictions are a material part of the consideration bargained-for by the parties, and American Biotech Labs' prices reflect that bargain.

10. Indemnity. Retailer agrees to defend, indemnify, and hold harmless American Biotech Labs, its affiliates, and its and their respective successors and permitted assigns, and all of their respective directors, officers, shareholders, members, employees, representatives, and agents (collectively, the "Indemnitees") from and against any and all claims, actions, suits, proceedings, demands, losses, fines, damages, costs, (including, without limitation, reasonable attorneys' fees, expert witness fees, and court costs), and other remedies of any kind or nature (whether based on tort, contract, warranty, products liability, strict liability, trade, regulatory, or other law) that may be asserted against the Indemnitees arising from or otherwise relating to any breach by Retailer of these Terms (each, a "Claim"). American Biotech Labs agrees to (a) provide Retailer notice of a Claim within ten (10) days after being formally served therewith; (b) provide Retailer the opportunity to defend and settle the Claim, except that Retailer shall not settle the Claim without the prior written consent of American Biotech Labs, and (c) provide reasonable assistance to Retailer, at Retailer's request and expense, to defend against the Claim. American Biotech Labs shall have the right, in its sole discretion, to participate in the defense of the Claim, at its own expense, through counsel of its own choosing and expense.

11. Miscellaneous. American Biotech Labs reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. 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 IP, or use of any other information or materials provided by American Biotech Labs to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Utah, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in Salt Lake County, Utah. The party that substantially prevails in any action or proceeding brought with respect to these Terms shall be entitled to recover, in addition to any other relief, its costs and reasonable attorneys' fees. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.

The following provisions shall survive the termination of the Terms: Sections 3, 4 and 9. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

American Biotech Labs LLC. US Minimum Advertised Price Policy Effective 11/30/2017

Dear Valued Customer,

We recognize that our success is tied to the success of our Distributors, Brokers, Retail Stores and Online Storefronts, herein collectively referred to as “Retailer”. In addition, we know that many of our Retailers invest significant time and resources to deliver an extraordinary customer experience to those who purchase our products.

Our desire is to help facilitate the ability to do so, while at the same time discouraging price based advertising that would be detrimental to our Retailers service and support efforts. As a result, American Biotech Labs has unilaterally established this Minimum Advertised Price (“MAP”) Policy.

1. Policy Statement

American Biotech Labs, in its sole discretion, reserves the right to discontinue doing business with any Retailer that advertises any product(s) covered by this MAP Policy at a price lower than the MAP.

2. General Guidelines

  1. The products covered by this policy are listed in Section 6, (“MAP Products”). American Biotech Labs may in its sole discretion modify this list from time to time by adding or removing products from the list.

  2. American Biotech Labs recognizes that Retailers are free to make their own decisions to advertise and sell any American Biotech Labs product at any price they choose, without consulting or advising American Biotech Labs. Similarly, American Biotech Labs will exercise its right to make its own decisions regarding the American Biotech Labs Authorized Retailer Terms and Conditions (“ABL-ARTC”), supplemental marketing materials, point of purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.

  3. The MAP Policy applies to advertised prices, not to the prices at which MAP Products are actually sold or offered for sale to an individual in-store, online or over the telephone.

3. Advertising Guidelines

  1. The MAP Policy applies to all advertisements of MAP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as Internet sites, social media sites, apps, or any other electronic media.

  2. The MAP Policy does not apply to solely on premise or in-store advertising that is not distributed to customers.

  3. Website features such as “click for price”, automated ”bounce back” pricing e-mails, pre-formatted e-mail responses, forms, and automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the dealer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy.

  4. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to American Biotech Labs Products, so long as no price is listed, and so long as none of the website features discussed above are used.

  5. This MAP Policy also applies to any activity which American Biotech Labs determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.

  6. It shall not be a violation of this MAP Policy to advertise in general that the Retailer has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the Retailer does not include any advertised price below MAP and otherwise complies with this MAP Policy.

  7. From time to time, American Biotech Labs may permit Retailer to advertise MAP Products at prices lower than the MAP retail price. In such events, American Biotech Labs reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all Retailers of such changes.

  8. From time to time American Biotech Labs may offer a direct manufacturer’s rebate or coupon to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate/coupon, provided that:

    1. the advertisement includes a MAP-compliant price, the rebate/coupon amount, and the net price after manufacturer’s rebate/coupon, in the same type size, font and style;

    2. an asterisk is placed next to the net price after manufacturer’s rebate/coupon; and
    3. “*after manufacturer’s rebate” or “*after manufacturer’s coupon” appears in the same area of the advertisement as the advertised product.

4. Bundling Guidelines

     a.   “Bundling” or advertising American Biotech Labs products for sale together with other products will violate this MAP             policy when:

  1. the effective or stated price of the bundle represents a discount of greater than 15% of the MAP; or
  2. the product(s) bundled with MAP Products violate American Biotech Labs’ Intellectual Property rights; or
  3. the product(s) bundled with MAP Products violate the American Biotech Labs Trademark and Brand Policy; or
  4. the product(s) bundled with MAP Products include words, packaging, graphics, or other indicia which may create customer confusion as to the source of the product(s); or
  5. the effective or stated discount is greater than 15% of the highest priced item in the bundle.
  1. Gift cards, retailer coupons, points, or other incentives which are contingent on the purchase of a MAP Product will violate this MAP Policy when:

    1. the effective or stated price of the bundle represents an immediate discount of greater than 15% of the MAP; or

    2. the effective or stated price of the bundle represents a discount of greater than 15% of the MAP after taking into consideration any contingent future purchase.

  2. Rebate programs from American Biotech Labs, whether on MAP Products or American Biotech Labs’ partners’ products are exempt from this policy.

5. Policy Enforcement

  1. If a Retailer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then American Biotech Labs will consider this to be a violation by the Retailer.

  2. American Biotech Labs reserves the right to cancel any pending orders, restrict future orders, or suspend Retailer ’ account if American Biotech Labs reasonably believes:

    1. a Retailer has violated the provisions of this policy;or

    2. a Retailer intends to violate this policy.

  3. American Biotech Labs’ MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as determining the applicable sanctions.

  1. American Biotech Labs monitors the advertised prices of Retailer, either directly or via the use of 3rd party agencies or tools. Retailer are expected to provide reasonable cooperation in any American Biotech Labs investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with an American Biotech Labs MAP Policy investigation is a violation of this MAP Policy.

  2. The MAP Policy will be enforced by American Biotech Labs in its sole discretion and without notice. Retailer such as Distributors, Brokers, Retail Stores and Online Retailers, have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAP Policy should be directed to: compliance@ablsilver.com

6. List of MAP Products

MAP Products

UPC #

Amazon ASIN #

SRP

Max Discount

MAP

4 oz. SilverBiotics liquid immune support

831060-001481

B00NIWGTPW

$17.95

25%

$13.46

8 oz. SilverBiotics liquid immune support

831060-001856

B00LJCEK1S

$28.95

25%

$21.71

16 oz. SilverBiotics liquid immune support

831060-001160

B0013664GE

$40.95

25%

$30.71

32 oz. SilverBiotics liquid immune support

831060-001320

B009D0WBWI

$56.95

25%

$42.71

1.5 oz. SilverBiotics, ASAP 365 Silver Gel

831060-002419

B001OHV1EC

$11.49

25%

$8.62

4 oz. SilverBiotics, ASAP 365 Silver Gel

831060-004246

B0016SJLD2

$24.95

25%

$18.71

1.2oz SilverBiotics Lotion

831060-004611

TBD

$9.95

25%

$7.46

3.4oz SilverBiotics Lotion

831060-004628

B016BYHY4I

$19.95

25%

$14.96

1.2oz SilverBiotics Cream

831060-004659

TBD

$9.95

25%

$7.46

3.4 Silver Biotics Skin Cream

831060-004642

B016BYHW6I

$19.95

25%

$14.96

1.5oz SilverSol Tooth Gel

831060-002402

B00TXRJ28C

$7.95

25%

$5.96

4oz SilverSol Tooth Gel

831060-002440

B00JKAD0MQ

$13.95

25%

$10.46

8oz ASAP22Plus

831060-002204

B00D5WYCUO

$36.95

25%

$27.71

8oz ASAP10 Silver Solution

831060-001009

B0147529IY

$28.95

25%

$21.71

16oz ASAP10 Silver Solution

831060-001658

B013GQ91KY

$40.95

25%

$30.71

32oz ASAP10 Silver Solution

831060-001689

B013GQ94A6

$56.95

25%

$42.71

1.5oz Armor Gel Wound Dressing Gel

851213-004251

B00T6QCL8S

$13.99

25%

$10.49

4oz Armor Gel Wound Dressing Gel

851213-004237

B00SZ615DW

$29.99

25%

$22.49

1.5oz ASAP OTC Wound Dressing Gel

851213-004190

B00OQYXRXI

$13.99

25%

$10.49

4oz ASAP OTC Wound Dressing Gel

851213-004213

B00OMKNCRW

$29.99

25%

$22.49

1.5oz ASAP Pet Shield Wound Dressing Gel

851213-004152

B00OQYWYIC

$13.99

25%

$10.49

4oz ASAP Pet Shield Wound Dressing Gel

851213-004176

B00OQYX0PS

$29.99

25%

$22.49