📜 DISTRIBUTOR
AGREEMENT (B2B / PROFESSIONAL PARTNERS)
Hagrec SA (“the Company”)
Last Updated: 01.01.2026
English is the sole legally binding version. Translations are provided only for convenience.
This Distributor Agreement (“Agreement”) governs the commercial relationship between Hagrec SA (“Hagrec”, “we”, “our”) and any distributor, reseller, wholesaler, agent, salon, clinic, retailer, or professional buyer (“Distributor”).
By applying for a distributor account, placing wholesale orders, or reselling Hagrec products, the Distributor agrees to be bound by this Agreement.
This Agreement applies in addition to:
• Product Risk & Safety Statement
In case of conflict, this Agreement prevails for all B2B activities.
1. DEFINITIONS
This Distributor Agreement (“Agreement”) governs the commercial relationship between Hagrec SA (“Hagrec”, “we”, “our”) and any distributor, reseller, wholesaler, agent, salon, clinic, retailer, or professional buyer (“Distributor”):
our websites, mobile applications and digital platforms;
our e-commerce stores;
our AI-powered tools, chat assistants and automated recommendations;
our software, subscriptions and SaaS services;
our customer support systems, CRM and communication channels;
our B2B distributor, reseller or partner platforms.
Hagrec complies with the Swiss Federal Act on Data Protection (nFADP) and, where applicable, the EU General Data Protection Regulation (GDPR).
Mandatory consumer and data subject rights remain unaffected.
2. APPOINTMENT
& AUTHORIZATION
2.1 Hagrec may authorize the Distributor to purchase and resell Products within the approved Territory.
2.2 Authorization is non-exclusive, unless expressly stated otherwise.
2.3 No rights to sub-distribution, franchising, or licensing are granted unless approved in writing.
2.4 The Distributor operates as an independent entity, not an agent, representative, employee, or franchisee of Hagrec. No partnership, joint venture, or agency relationship is created by this Agreement.
3. TERRITORY
& MARKET LIMITATIONS
3.1 The Distributor may sell Products only in the authorized Territory.
3.2 Cross-border sales, grey-market sales, dropshipping, and marketplace sales (e.g., Amazon, eBay, Etsy, Shopify stores) require Hagrec’s prior written approval. Unauthorized marketplace listings may result in immediate termination.
3.3 Unauthorized online sales channels may result in immediate termination.
4. BRANDING,
MARKETING & REPRESENTATION
4.1 Distributor must use only approved Brand Assets.
4.2 Alteration, translation, repackaging, relabeling, or removal of instructions is prohibited.
4.3 Distributor must not:
• make medical, therapeutic, nutritional, or performance claims
• misrepresent Product effects or ingredients
• compare Products to pharmaceuticals, over-the-counter drugs, medical devices, or other regulated health products — whether in advertising, labeling, or verbal communication
4.4 Advertising must comply with applicable laws and Hagrec guidelines.
5. ORDERING,
PRICING & PAYMENT
5.1 Orders are subject to acceptance by Hagrec.
5.2 Wholesale pricing is confidential, may vary by Territory, and may change without notice. Distributor agrees not to disclose pricing to third parties.
5.3 Payment terms appear on each invoice; late payments may incur interest and suspension of supply.
5.4 Minimum order quantities may apply.
6. DELIVERY,
STORAGE & PRODUCT INTEGRITY
6.1 Delivery terms follow the Master Terms (typically EXW Incoterms 2020).
6.2 Distributor must store Products properly, respecting: temperature requirements, hygiene controls, contamination prevention, expiration monitoring, ‘first-in first-out’ rotation — and all storage instructions provided on Product packaging or labels.
6.3 Products becoming damaged, expired, contaminated, or degraded due to improper storage are fully the Distributor’s responsibility.
6.4 Distributor must immediately remove from sale any unsafe, expired, or recalled Products.
7. RESALE
OBLIGATIONS
7.1 Distributor must sell Products only: as received, without modification, to End-Users or authorized resellers (if permitted), with original packaging and instructions — and never to minors, pregnant/breastfeeding individuals, immunocompromised persons, or other prohibited groups unless explicitly marked safe for such use.
7.2 Distributor must not:
• repackage into non-sterile or unlabeled containers
• mix Products with other substances
8. RETURNS,
REFUNDS & WARRANTY (B2B RULES)
8.1 B2B purchases are final unless Hagrec explicitly agrees otherwise. No refund or return is available for change of mind, market conditions, or business decisions.
8.2 Returns may incur a restocking fee up to 20%.
8.3 Warranty applies only to manufacturing defects.
8.4 Misuse, improper storage, or alterations void warranty.
8.5 Distributor must handle End-User warranty requests according to Company instructions.
9. PRODUCT
SAFETY, COMPLIANCE & REGULATION
Distributor is solely responsible for: ensuring legal compliance in the Territory, handling import, labeling, and regulatory obligations (unless agreed otherwise), reporting adverse events, product complaints, or safety issues immediately, and ensuring staff are trained on Product safety, storage, and usage guidelines.
Unapproved claims or unsafe handling constitute a material breach.
10. AI TOOLING,
ADVICE & LIMITATIONS
If the Distributor uses Hagrec’s AI tools:
10.1 AI outputs are informational only and not professional advice.
10.2 Distributor must not use AI outputs to:
• advise consumers medically
• formulate new mixtures
• assess allergy or pregnancy safety
• diagnose or treat conditions
10.3 Distributor is responsible for verifying and interpreting AI outputs.
10.4 Distributor may not integrate AI outputs into marketing, product claims, labeling, or customer communications without Hagrec’s prior written approval — including but not limited to social media, email, websites, or in-store materials
11.
CONFIDENTIALITY
11.1 All non-public information (pricing, strategies, formulations, know-how, client lists, etc.) is confidential.
11.2 Distributor may not disclose, copy, or use confidential information outside this Agreement.
11.3 Obligations continue for 5 years after termination.
12. INTELLECTUAL
PROPERTY
12.1 All Brand Assets, formulations, software, and designs remain Hagrec’s exclusive property.
12.2 Distributor receives only a limited, revocable right to use approved assets for resale.
12.3 Unauthorized use or registration of trademarks is strictly prohibited.
13.
INDEMNIFICATION
Distributor shall fully indemnify and hold harmless Hagrec from claims arising from:
• misleading or unauthorized advertising
• improper storage, contamination, or alteration of Products
• resale of damaged, expired, or unsafe items
• regulatory or customs violations
• unlawful cross-border or marketplace sales
• incorrect or risky advice given to End-Users
• Distributor negligence, fraud, or non-compliance
Indemnification includes legal fees, penalties, damages, and administrative costs.
14. LIABILITY
LIMITATION
To the maximum extent permitted by law:
• Hagrec is not liable for indirect, incidental, or consequential damages
• Hagrec is not liable for lost profits, reputational harm, or business interruption
• Total liability is limited to the amount paid by Distributor for the affected Products
Mandatory rights remain unaffected.
15. TERM &
TERMINATION
15.1 This Agreement remains effective until terminated by either party with 30 days’ written notice.
15.2 Hagrec may terminate immediately if the Distributor:
• fails to pay invoices
• engages in fraud, misconduct, or misleading claims
• sells expired, counterfeit, or unsafe Products
• violates brand or regulatory guidelines
• causes reputational harm or breaches confidentiality
• performs unauthorized cross-border or marketplace sales
15.3 Upon termination, Distributor must:
• stop selling Products
• cease use of Brand Assets
• remove advertising and online listings
• return or destroy confidential materials within 30 days of termination, and provide written certification of destruction upon request
• sell any remaining stock only with Hagrec’s written permission
16. GOVERNING
LAW & JURISDICTION
This Agreement is governed exclusively by Swiss substantive law.
Unless mandatory law requires otherwise, disputes fall under the courts of Fribourg, Switzerland.
17. AMENDMENTS
Hagrec may update this Agreement at any time. Updates apply upon publication unless otherwise stated. If changes materially affect Distributor’s rights or obligations, Hagrec will notify Distributor via email or account dashboard.
18. ENTIRE
AGREEMENT
This Agreement,
together with:
• Master Terms & Conditions
• Product Risk & Safety Statement
constitutes the complete legal framework governing distribution activities.