Exclusive distribution policy

EXCLUSIVE DISTRIBUTION & SALES POLICY

1. Purpose

This policy is designed to establish an exclusive distribution mechanism, protect the interests of the Exclusive Distributor, ensure price stability, maintain brand image, and support the long-term development strategy of the product in the Vietnamese market.

2. Scope of application

This policy applies to all products distributed or legally distributed by the Company in Vietnam, including but not limited to cosmetics, dietary supplements, and healthcare products.

3. Conditions for becoming an Exclusive Distributor

Exclusive distribution and sales rights are granted based on the Distributor's actual capabilities, demonstrated through committed sales volume and operational efficiency in each sales channel. Exclusive rights do not automatically apply to the entire market unless the required sales volume for each channel is met.

3.1. Legal conditions & eligibility

- Must be a legal entity or individual conducting business legally in Vietnam, with a business registration appropriate to the functional food industry.

- We have all the necessary legal documents as required by the Company (Business license, tax information, legal bank account).

- We are committed to complying with all legal regulations regarding the business, advertising, and distribution of dietary supplements.

3.2. Financial conditions

- Must have sufficient financial capacity to cover at least 3 months of continuous inventory purchases based on committed sales targets.

- Make a deposit or security deposit (if applicable) as agreed with the Company.

- No history of bad debt or serious payment violations with the Company or its partners.

3.3. System and personnel requirements

- We have an operational team suitable for the exclusive subscription channel (online/offline).

- There are staff responsible for sales, customer service, and handling complaints.

- There are warehouses or storage solutions that meet the requirements for preserving functional foods.

3.4. Conditions regarding channel operation capacity

- Must have at least 6 months of experience operating a registered exclusive sales channel.

- Capable of managing sales prices, controlling collaborators, and avoiding price dumping.

- For online channels: experience in running ads, managing online stores, and handling returns is required.

3.5. Trademark and Compliance Requirements

- We are committed to strictly adhering to the Suggested Retail Price (SRP) issued by the Company.

- Do not use misleading advertising content, exaggerate claims about product effectiveness, or create false impressions for consumers.

- Do not trade or distribute products that directly compete with yours without the Company's written approval.

3.6. Mandatory challenge conditions

- A probationary period of 2-3 months is mandatory before being considered for official exclusive rights.

During the probationary period, the Distributor must achieve a minimum of 70–80% of the committed sales target according to the registered channel.

- The Company reserves the right to refuse exclusive rights if the Distributor does not meet the evaluation criteria.

4. Exclusive rights

The National Distributor enjoys the following rights:

- Exclusive distribution and sales rights within the region/channel approved in writing by the Company.

- Authorized to use images, marketing materials, and official brand communication content.

- Priority access to product sources, wholesale pricing policies, and sales support programs.

- Protected against dumping, cross-regional selling, or unfair competition.

5. Scope of exclusivity

The scope of exclusivity may include:

Geographic exclusivity: specific province/city or region.

Exclusive sales channels : online (website, e-commerce platforms, social media) or offline (stores, dealers).

Exclusive rights to a specific product line : a particular product or group of products.
The scope of exclusivity is clearly stated in the appendix or the signed contract.

6. Obligations of the Exclusive Distributor

The National Distributor is responsible for:

- Adhere to the suggested retail price and do not engage in any form of price dumping.

- Do not cross-sell to areas or sales channels that have been exclusively licensed to other entities.

- Do not distribute goods to third parties without the Company's written approval.

- Ensure brand image is maintained, and avoid using misleading content, exaggerating product benefits, or violating advertising laws.

- Achieve the minimum sales targets committed for each phase.

7. Pricing policy and market control

- The company issues a unified wholesale price list and SRP (Supply Chain Rate).

- All forms of promotions and discounts must be approved by the Company in advance.

- The Company has the right to inspect and monitor the sales activities of the Distributor across all channels.

8. Protecting monopolies

The company commits to:

- No distribution rights will be granted to any third party within the scope of the agreed-upon exclusivity.

- Addressing cases of monopoly infringement such as dumping, cross-selling, and smuggled goods that negatively impact the market.

- Applying measures such as warnings, suspending the supply of goods, or terminating cooperation with violating parties.

9. Term of exclusivity

- The standard exclusivity period is 6-12 months from the date of signing the agreement.

- Upon expiration, the contract will be renewed if the exclusive distributor fully meets sales targets, complies with policies, and does not violate the exclusivity clause.

10. Ending monopolies

An exclusive right may be terminated in the following cases:

- Serious violations of pricing policies or cross-selling.

- Failure to meet committed sales targets for a consecutive period.

- It negatively impacts the brand's image and reputation.

- By written agreement between the two parties.

11. General Terms and Conditions

This policy is an integral part of the distribution agreement.

- Any amendments or additions are only valid when made in writing.

- The Company reserves the right to adjust its policies to suit market conditions, but must notify the exclusive distributor in advance.

This policy takes effect from the date of issuance.