Dear Subdistributor,

At Monin Canada, Inc. (“Monin”), we are committed to you—the subdistributors that help our company satisfy customer needs and deliver quality, gourmet flavoured solutions.  To protect our brand and the integrity of our authorized distribution channels in Canada, Monin is announcing and implementing a Canadian Authorized Seller Program, effective October 1, 2024.

Among other benefits, our Authorized Seller Program will ensure that all sellers of Monin products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brand.  In addition, our Authorized Seller Program will assist us in identifying and taking action against unauthorized sellers that are harming you, your customers, and consumers through the sale of damaged, diverted, and otherwise poor-quality products.

Your obligations under our new Authorized Seller Program are outlined in the Monin Canada, Inc. Authorized Subdistributor Policy for Canada (“Authorized Subdistributor Policy”), which is attached for your review.  You are expected to comply with the terms of the enclosed Authorized Subdistributor Policy to remain an “Authorized Subdistributor” of our products.  The key features of the Authorized Subdistributor Policy are noted below:

Where and to Whom You May Sell Monin Products:  Pursuant to the Authorized Subdistributor Policy, you may sell Monin products for purposes of resale only to customers who are classified as “Authorized Subdistributors,” “Operators,” or “End Users,” as those terms are defined in the Authorized Subdistributor Policy.  To become and remain an Authorized Subdistributor, your subdistributor customers will be required to abide by the attached Monin Canada, Inc. Authorized Subdistributor Policy for Canada (“Authorized Subdistributor Policy”). 

• Online Sales: Please note that the Authorized Subdistributor Policy restricts the manner in which you may sell Monin products online.  
  You are permitted to sell Monin products online on your own proprietary websites which you have registered with Monin through the Permissible Public Website Registration Form available at Permissible Public Website Registration and such online sales are subject to our Monin Canada, Inc. Online Sales Guidelines. 
• You may also use an online order portal to facilitate orders of Monin products from Authorized Subdistributors, Operators, and/or End Users, as long as that portal requires from Authorized Subdistributors, Operators, and/or End Users to obtain an account and log in to view product listings and pricing information. 
• However, you may not sell Monin products as a third-party seller on marketplace websites such as Amazon, eBay, or Walmart Marketplace without prior written consent from Monin.
• Our rules regarding online sales will be strictly enforced.

Ensuring Product Quality and an Optimal Customer Experience:  To ensure that the customers who purchase Monin products have the best experience possible, the Authorized Subdistributor Policy outlines our expectations for the service you will provide to your customers.  The Authorized Subdistributor Policy also describes certain steps you must take to maintain the quality of Monin products until they reach end users.

Additionally, the Authorized Subdistributor Policy requires that you forward the Authorized Subdistributor Policy and any other materials requested by Monin to your subdistributor customers.  For your convenience, we have attached an Authorized Subdistributor Packet, which contains the documents that you are required to forward to your subdistributor customers at this time.  The Authorized Subdistributor Packet contains: (1) a letter to your subdistributor customers describing the Authorized Subdistributor Policy and the purposes of our Authorized Seller Program, and (2) the Authorized Subdistributor Policy.  

Authorized Subdistributor Packet- Monin Canada

Thank you for your careful attention to the attached documents and for your continued support of Monin and our brand.  If you have any questions regarding the Authorized Subdistributor Policy or Authorized Seller Program, please contact us at authseller@monin.com. 

 

Sincerely,

Monin Canada, Inc.

MONIN CANADA, INC. AUTHORIZED SUBDISTRIBUTOR POLICY FOR CANADA 

Effective Date: October 1, 2024

This Monin Canada, Inc. Authorized Subdistributor Policy for Canada (“Subdistributor Policy”) is issued by Monin Canada, Inc. (“Monin”) and applies to Authorized Subdistributors of Monin products (“Product(s)”) in Canada.  By purchasing Products from a Monin Authorized Distributor or Authorized Subdistributor for (i) resale to End Users (as defined below) and/or Operators (as defined below) and/or (ii) distribution to other Authorized Subdistributors (as defined below), you (“Subdistributor”) agree to adhere to the following terms.  This Subdistributor Policy supplements any then-current wholesaler or distribution agreement between you and Monin, if any.  Until such status is otherwise revoked by Monin in Monin’s sole and absolute discretion, Subdistributor shall be considered an “Authorized Subdistributor.”  Monin may review Subdistributor’s activities for compliance with this Subdistributor Policy, and Subdistributor agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Subdistributor’s facilities and records related to the sale of the Products.

1. Authorized Customers.  Subdistributor is authorized to sell Products purchased from Monin to End Users (as defined below), Operators (as defined below), and Authorized Subdistributors (as defined below) in Canada (collectively, “Authorized Customer(s)”).  

(a) An “End User” is any purchaser of the Products who is the ultimate consumer end user of the Products and who does not intend to resell the Products to any third party.

(b)  An “Operator” is any purchaser of the Products who purchases the Products for use in the course of business and/or operations and who does not intend to resell the Products to any third party.

(c)  An “Authorized Subdistributor” is an individual or business entity that:

(i)   purchases Products from a Monin Authorized Subdistributor and resells the Products as part of a commercial enterprise;
(ii)  has received and abides by the Monin Canada, Inc. Authorized Subdistributor Policy for Canada (“Subdistributor Policy”); and
(iii)  has not had its Authorized Subdistributor status revoked by Monin or been identified by Monin as ineligible to become an Authorized Subdistributor.

(d)  If any customer or prospective customer of Subdistributor that purchases or seeks to purchase Products for purposes of resale is not yet an Authorized Subdistributor, Subdistributor shall immediately provide the Subdistributor Policy to such customer/prospective customer.  If such customer/prospective customer accepts the terms in the Subdistributor Policy, Subdistributor may thereafter sell Products to such customer, which shall thereafter be an Authorized Subdistributor unless and until Monin revokes such status.  Monin retains the sole discretion to determine whether an individual or business entity is considered an “Authorized Subdistributor.” 

(e)  Notwithstanding anything to the contrary in this Subdistributor Policy, Subdistributor shall not sell Products to any entity that operates a third-party marketplace website, including, but not limited to, Amazon or Walmart (i.e., no first party sales to Amazon). 

(f)  Subdistributor shall cease or suspend sales to any customer promptly upon request of Monin.

(g)  Subdistributor shall not sell, ship, or promote the Products outside of Canada or to anyone Subdistributor knows or has reason to know intends to sell, ship, or promote the Products outside of Canada without Monin’s prior written consent.

(h)  Subdistributor shall distribute policies, updates to policies, Product information, educational materials, and other information to its Authorized Subdistributor customers as requested by Monin from time to time.

2. Online Sales.  Subdistributor is authorized to offer for sale and sell Products through Permissible Public Websites and Permissible Non-Public Websites (collectively, “Permissible Websites”) in accordance with the terms herein.

(a) A “Permissible Public Website” is a website or mobile application that:

(i)    is operated by Subdistributor in Subdistributor’s legal name or registered business name or trade name;

(ii)   is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace); 

(iii)  has been registered through the Permissible Public Website Registration Form found at Permissible Public Website Registration; and

(iv)  is operated in compliance with the terms and conditions set forth in the Monin Canada, Inc. Online Sales Guidelines, attached as Exhibit A, as Monin may amend from time to time.

(b)  A “Permissible Non-Public Website” is a website or mobile application that is operated by Subdistributor to facilitate orders from Authorized Customers that requires the Authorized Customer to obtain an account and log in to view Product listings and pricing information.

(c)    Subdistributor shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Website without the prior written consent of Monin.

(d)   Monin reserves the right to terminate, at any time and in its sole discretion, its approval for Subdistributor to offer for sale and sell Products on the Permissible Websites, and Subdistributor must cease all such offering for sale and sales on the Permissible Websites immediately upon notice of such termination.

(e)  Subdistributor agrees to promptly notify Monin of any change(s) to the information submitted on its Permissible Public Website Registration Form by reregistering with Monin at Permissible Public Website Registration.

(f)  The terms of this Subdistributor Policy supersede any prior agreement between Monin and Subdistributor regarding the sale of the Products online.

3. Sales Practices. Subdistributor shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.  Subdistributor shall not make any warranties or representations concerning the Products except as expressly authorized by Monin.  Subdistributor shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Subdistributor’s business and/or (b) related to the marketing and sale of the Products.  Subdistributor shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Monin or the Products.  Subdistributor shall not advertise Products not carried in its own controllable inventory. 

4.  Product Care, Customer Service, and Other Quality Controls.  Subdistributor shall comply with the Monin Canada, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Monin may amend from time to time.

5. Intellectual Property.

(a)   Subdistributor acknowledges and agrees that Monin or its licensors own all proprietary rights in and to the Monin brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Monin IP”).  Subdistributor is granted a limited, non-exclusive, non-transferable, revocable license to use the Monin IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease upon termination of Subdistributor’s status as an Authorized Subdistributor.  All goodwill arising from Subdistributor’s use of the Monin IP shall inure solely to the benefit of Monin or its licensors.

(b)   Subdistributor’s use of the Monin IP shall be in accordance with any guidelines that may be provided by Monin from time to time and must be commercially reasonable as to the size, placement, and other manners of use.  Monin reserves the right to review and approve, in its sole discretion, Subdistributor’s use or intended use of the Monin IP at any time, without limitation.  In marketing the Products, Subdistributor shall only use images of Products either supplied by or authorized by Monin and shall ensure that all Product images and descriptions are accurate and up to date.  

(c)  Subdistributor shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Monin product name or any trademark owned by or licensed to Monin, nor a misspelling or confusingly similar variation of any Monin product name or any trademark owned by or licensed to Monin.

6.  Termination.  Monin reserves the right to terminate Subdistributor’s status as an Authorized Subdistributor with written or electronic notice.  Upon termination of Subdistributor’s status as an Authorized Subdistributor, Subdistributor shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Subdistributor is an Authorized Subdistributor of Monin Products or has any affiliation whatsoever with Monin; and (iii) using all Monin IP.

7.  Modification.  Monin reserves the right to update, amend, or modify this Subdistributor Policy at any time.  Unless otherwise provided, such amendments will take effect immediately, and Subdistributor’s continued use, advertising, offering for sale, or sale of the Products, use of the Monin IP, or use of any other information or materials provided by Monin to Subdistributor will be deemed Subdistributor’s acceptance of the amendments.

8. Confidentiality.  This Subdistributor Policy, and its attachments, constitute confidential, proprietary information of Monin and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Monin.

EXHIBIT A
MONIN CANADA, INC. ONLINE SALES GUIDELINES 

1. The Permissible Public Websites must not give the appearance that they are operated by Monin or any third party.  

2. Anonymous sales are prohibited.  Subdistributor’s full legal name or registered business name or trade name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.  

3. At Monin’s request, Subdistributor will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.  

4. The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Subdistributor shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner.  Subdistributor agrees to provide copies of any information related to customer feedback (including any responses to customers) regarding the Products to Monin for review upon request.  All such copies of information provided to Monin shall be clear of any personally identifiable information relating to consumers prior to transmission.  Subdistributor agrees to cooperate with Monin in the investigation of any negative online review associated with Subdistributor’s sale of the Products and to use reasonable efforts to resolve any such reviews.  Subdistributor shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed as a request to Subdistributor to disclose personally identifiable information about its customers to Monin.  

5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, anti-spam, and data security laws, regulations and industry standards, including, but not limited to, the Personal Information Protection and Electronic Documents Act (Canada), S.C. 2000, c. 5 and similar provincial privacy legislation, Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“CASL”) and the Payment Card Industry Data Security Standard (“PCI DSS”), including, without limitation, all notice, consent and unsubscribe obligations thereunder.  Subdistributor shall maintain and make available on the Permissible Public Websites detailed privacy policies that accurately describe its personal information practices and will remain in compliance with its privacy policies and the requirements of any contract to which it is a party.  So long as Subdistributor retains authorization to sell Products on the Authorized Websites, Subdistributor will maintain a comprehensive written information security governance program, which will include reasonable and appropriate physical, administrative and technological controls designed to prevent the unauthorized access to, use, disclosure, destruction, or loss of personal information in Subdistributor’s custody and control.  Subdistributor will not send or cause or permit to be sent any commercial electronic messages or install or cause to be installed any mobile applications or other computer programs, as such terms are defined under CASL, on behalf of Monin.  Subdistributor will solely be responsible for all commercial electronic messages sent in connection with this policy. 

6. Subdistributor shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

EXHIBIT B
PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS 

1. Comply with all instructions provided by Monin regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels.  Store Products in a cool, dry place, away from direct sunlight.  Avoid stacking or shipping Products in a manner that could result in the cracking/crushing of Products or the Products’ packaging. 

2. Sell Products in their original packaging.  Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted without Monin’s prior consent.  

3. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products.  Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.  Do not dilute Products.

4. Do not resell any Product that has been returned opened or repackaged.

5. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”).  If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Monin at support@monin.ca.

6.Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or within ninety (90) days of expiration.  Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Monin and applicable law.  

7. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and use of the Products, as well as any applicable guarantee or return policy.  Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly. 

8. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Monin.  Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party.  Monin reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Monin.  Cooperate with Monin in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.  

9. Cooperate with Monin with respect to any Product tracking systems that may be implemented from time to time.  Additionally, maintain such documents and records (and for such period of time) as may be required by applicable law to ensure that Products may be traced in the event of a product recall or safety incident. 

10.If any regulatory authority issues a recall or takes similar action in connection with the Products, or if Monin determines that an event, incident or circumstances has occurred which requires a recall or market withdrawal of the Products, Monin shall advise you.  Monin shall have the right to control and manage any Product recall.  Cooperate fully with Monin in the event of a Product recall or any consumer safety information dissemination efforts.  Provide Monin with information regarding sales of the Products when requested by Monin, at no charge, and in the case of information requested in connection with a recall of any Product within twenty-four (24) hours.  In the event of a recall, you, shall pay all costs and expenses you incur resulting from such recall and to the extent that the recall arises out of or results from your negligence, you shall also be responsible for the expenses and costs incurred by Monin in respect of such recall.

11.  Promptly report to Monin (within 48 hours or such shorter period as may be required by applicable law) any customer complaint or adverse claim regarding the Products of which you become aware.  In the event the customer complaint or adverse claim relates to an incident or occurrence that resulted or may reasonably have been expected to result in serious injury to an individual or serious adverse effect on an individual’s health (including, without limitation, if such complaint or adverse claim relates to incorrect or insufficient labelling instructions or the lack of a label or instructions), immediately report such complaint or adverse claim to Monin.  Cooperate fully with Monin and assist Monin in investigating all complaints or adverse claims regarding the Products.  As between you and Monin, Monin shall have the sole authority to correspond with regulatory authorities with respect to complaints or adverse claims regarding the Products.

12. Implement commercially reasonable loss prevention and anti-diversion measures.

13. Cooperate with Monin in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.