Varaluz Authorized Reseller Policy

Effective Date: May 1, 2026

Varaluz, LLC (“Varaluz”) has unilaterally established this Authorized Reseller Policy (“Policy”) to govern the standards, qualifications, and operational requirements for resellers authorized to market and sell Varaluz products.

This Policy is separate from and in addition to the Varaluz Minimum Advertised Price (MAP) Policy. This Policy does not constitute an agreement, contract, or promise of continued business. Varaluz may approve, deny, suspend, or terminate any reseller’s authorization at any time, with or without cause, and in its sole and absolute discretion.

Continued purchase or sale of Varaluz products constitutes acceptance of this Policy, as amended from time to time.

1. Authorized Reseller Status

Only resellers expressly approved by Varaluz may market or sell Varaluz products.

Varaluz reserves the right, in its sole and absolute discretion, to:

·      Approve or deny any reseller application

·      Revoke or modify authorization at any time

·      Limit the products a reseller may sell

·      Limit, condition, or restrict approved sales channels

·      Require additional information regarding business operations or sales channels

Authorization is specific to an entity, non-transferable, and may not be assigned, delegated, or otherwise transferred to another entity without consent from Varaluz.

Nothing in this Policy creates any agency, partnership, franchise, or joint venture relationship.

2. Prohibition on Sub-Dealers, Diversion & Unauthorized Resale

Authorized Resellers:

·      May not appoint sub-dealers, distributors, or third-party resellers without prior consent from Varaluz.

·      May not sell Varaluz products to any reseller that is not expressly authorized by Varaluz.

·      May not engage in diversion, transshipping, drop-shipping arrangements intended to evade channel restrictions, or any practice that results in unauthorized resale channels.

·      May not sell products to any person or entity listed on Varaluz’s “Do Not Sell” list, as updated from time to time.

Authorized distributors and cooperative buying groups are responsible for ensuring that accounts they supply comply with this Policy and may be held accountable for violations arising from downstream sales.

3. Website & Operational Standards

Authorized Resellers operating an e-commerce website must maintain a professional, secure, and brand-appropriate online presence.

Reseller websites must prominently display:

·      Customer service phone number

·      Customer service email address

·      Physical business address

·      Hours of operation

·      Clearly stated return policy and process

·      Shipping policy (including expected shipping times, costs, and tracking information)

·      An “About Us” section identifying the retailer

Websites must:

·      Be secure (SSL encrypted or equivalent security standard)

·      Be kept current with accurate product descriptions, images, and specifications

·      Accurately represent Varaluz branding and product information

·      Comply with all applicable laws and regulations

Varaluz reserves the right to require correction of any content it determines, in its sole discretion, to be inaccurate, misleading, inconsistent with brand standards, or non-compliant with this Policy.

4. Sales Channels & Marketplace Requirements

Authorized Resellers may sell Varaluz products only through sales channels expressly approved by Varaluz.

Authorized Resellers:

·      May not sell on third-party marketplaces (including but not limited to Amazon, Wayfair, Walmart Marketplace, eBay, or similar platforms) without prior consent from Varaluz.

·      Must obtain consent before marketing or selling through any new website, domain, mobile application, or e-commerce channel.

·      May not operate under a fictitious name, alternate business name, storefront alias, or alternate domain without prior consent from Varaluz.

·      Must ensure that all approved sales channels accurately and transparently identify the reseller.

Approved marketplace sellers must prominently display on their storefront page:

·      Legal business name

·      Customer service phone number

·      Customer service email address

·      Physical business address

Failure to maintain transparent seller identification or compliance with approved channel restrictions may result in immediate suspension or termination.

5. Brand Representation & Intellectual Property

Authorized Resellers may use Varaluz trademarks, logos, and approved product images solely for the purpose of marketing and selling authorized Varaluz products.

Authorized Resellers:

·      May not use Varaluz trademarks in their trade name, domain name, URL, social media handle, or advertising identifier without prior consent from Varaluz.

·      May not alter, modify, repackage, relabel, or “white label” Varaluz products without prior consent from Varaluz.

·      May not make false, misleading, or unsubstantiated claims regarding Varaluz products.

All goodwill associated with Varaluz trademarks remains the exclusive property of Varaluz. All use of such intellectual property inures solely to the benefit of Varaluz.

6. Customer Experience Standards

Authorized Resellers must maintain commercially reasonable customer service standards in the marketing, sale, and servicing of Varaluz products.

Authorized Resellers must:

·      Respond to customer inquiries in a timely and professional manner

·      Provide accurate and complete product information

·      Honor published return policies

·      Process warranty claims in accordance with Varaluz procedures

Varaluz may suspend or terminate authorization if, in its sole discretion, a reseller fails to maintain acceptable customer service or business practices.

7. Warranty Limitation

Varaluz’s product warranty applies only to products purchased from Authorized Resellers.

Varaluz’s warranty does not apply to products purchased from unauthorized sellers or through unauthorized sales channels.

Varaluz reserves the right to deny warranty coverage for any product purchased outside its authorized distribution network.

8. Relationship to MAP Policy

This Authorized Reseller Policy complements and reinforces the Varaluz Minimum Advertised Price (MAP) Policy.

All Authorized Resellers must comply with both policies.

9. Coupons, Promotions & Indirect Discounts

Coupon codes, promotional codes, automatic discounts, and similar incentives may not reduce the advertised price below MAP.

This includes, but is not limited to:

·      Category-wide promotions

·      First-time buyer discounts

·      Email or SMS-exclusive promotions

·      Loyalty or rewards programs

·      Store credit offers

·      Cashback programs funded by the reseller

·      Gift cards with purchase

·      Rebates or future purchase credits

Bundling Varaluz products with other products or services in a manner that effectively reduces the advertised price below MAP is prohibited.

Any promotion that reduces the effective advertised price below MAP, whether directly or indirectly, constitutes a violation.

10. Price Matching & Competitive Claims

Advertising price matching, or automatically matching competitor pricing below MAP, is strictly prohibited.

Statements such as “We match any price,” “Lowest price guaranteed,” or similar claims are not permitted if they imply or result in pricing below MAP.

 

 

11. Enforcement, No Waiver & Modification

Varaluz reserves the right to monitor compliance with this Policy directly or through third parties.

Failure to comply may result in one or more of the following actions, in Varaluz’s sole and absolute discretion:

·      Written notice of violation

·      Suspension of purchasing privileges

·      Cancellation of pending orders

·      Termination of Authorized Reseller status

·      Refusal of future sales

Failure by Varaluz to enforce any provision of this Policy shall not constitute a waiver of its right to enforce such provision or any other provision in the future.

Varaluz may modify, revise, or terminate this Policy at any time in its sole discretion. The current version of this Policy supersedes all prior versions.

All questions regarding this Policy must be submitted in writing to:

customerservice@varaluz.com