Purchase Terms & Conditions




To protect and promote our brand and reputation for providing high-quality products, RHG & Company, Inc. (dba) Vital Nutrients (“VN”) has established these RHG & Company, Inc. Authorized Reseller Purchase Terms and Conditions (the “Terms”), effective immediately, which apply to all authorized resellers of VN products (the “Products”) in the United States.  By purchasing Products from VN for retail sale, you (“Reseller”) agree to adhere to the following terms.  Please read these terms carefully.  


    1. Manner of Sale.  Reseller shall sell the Products only as set forth herein.  Sales in violation of the Terms are strictly prohibited and may result in VN’s immediate termination of Reseller’s Account, in addition to other remedies.  VN reserves the right to reject any order for any reason.  Furthermore, products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain promotions, services, and benefits, including, wherever permitted by law, coverage under VN’s product guarantees.    

      1. 1.1 Reseller shall sell Products solely to end users of the Products.  Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

      2. 1.2 Reseller shall not sell, ship, deliver, invoice, or promote, directly or indirectly, any Products outside the United States without obtaining VN’s prior written consent.

      3. 1.3 Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of VN.  This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to re-sell the Products.  

      4. 1.4 Reseller shall not market or offer for sale the Products on any website or fulfill sales of Products through any website without the prior written consent of VN, which is granted solely through execution by VN of the Authorized Online Reseller Agreement.  Execution by VN of the Authorized Online Reseller Agreement constitutes the only means of providing consent to sell VN Products online.  No VN employee or agent may authorize online sales through oral statements, other written agreement, or by any other means.  Selling on or through third-party marketplace sites (e.g., eBay, Amazon, Jet, Walmart Marketplace, Sears Marketplace), drop-ship accounts (e.g., Rakuten, Newegg, Overstock), classified sites (e.g., Craigslist, Facebook Marketplace), or via social media or Internet forums is strictly prohibited without the prior written consent of VN.


      1. Product Inspection.  Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance.  Reseller must also confirm that product seals have not been broken.  If any defect is identified, Reseller must not offer the Product for sale and must report the defect to VN at support@vitalnutrients.net.  Furthermore, Reseller shall inspect inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory.  Reseller shall not sell expired Products.


      1. Product Storage and Handling.  Reseller shall 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 VN.  


      1. Alterations Prohibited. Reseller shall sell Products in their original packaging, with all seals intact.  Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or their packaging is prohibited.  Reseller is prohibited from tampering with, defacing, or otherwise altering serial numbers, UPC codes, lot or batch codes, or other identifying information on Products or packaging.  Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.


      1. Recall and Consumer Safety.  To ensure the safety and well-being of the end-users of the Products, Reseller is required to communicate all safety information to consumers and to cooperate with VN with respect to any Product recall.


      1. Customer Service.  Reseller must be trained to accurately describe, demonstrate, and sell each Product kept in inventory and to advise end-user customers on how to use the Products safely and properly.  Reseller must be available to respond to customer questions both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.  Reseller must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of VN.


      1. Consumer Confusion.  Reseller is prohibited from advertising, marketing, displaying, or demonstrating non-VN products together with VN Products in a manner that would create the impression that the non-VN products are made by, endorsed by, or associated with VN.


      1. Compliance with Applicable Laws.  Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products.  


      1. Use of Vital Nutrients Intellectual Property.  VN owns all proprietary rights in and to the VN brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “VN Trademarks”).  Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use VN Trademarks solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of Reseller’s Account.  VN may review, approve, and/or reject, in its sole discretion, Reseller’s use of VN Trademarks at any time, without limitation.  All goodwill arising from Reseller’s use of VN Trademarks shall inure solely to the benefit of VN.


      1. Termination. If Reseller violates any of these Terms, VN reserves the right to terminate Reseller’s Account in addition to all other available remedies.  Upon Account termination, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of VN Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of VN Products or has any affiliation whatsoever with VN.


      1. Availability of Injunctive Relief.  If there is a breach or threatened breach of paragraphs 1 through 10 of the Terms, it is agreed and understood that VN shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; 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, waiver, delay, forbearance, or omission by VN to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit VN’s right to fully enforce any or all provisions and parts thereof.


      1. Indemnification.  Except as otherwise provided herein, each party shall, and hereby does, indemnify, defend, save and hold harmless, the other party, and its directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, are incurred in connection with (i) any breach of, or failure to perform, any term, covenant or condition in the Terms by the indemnifying party, or (ii) the negligence or willful misconduct of the indemnifying party or its officers, employees, agents or contractors.




      1. Modification.  VN reserves the right to update, modify, and amend the Terms at any time.  Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the VN Trademarks, or use of any other information or materials provided by VN to Reseller will be deemed the Reseller’s acceptance of the amended Terms.   


      1. Miscellaneous.  The Terms and any dispute arising under the Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Connecticut, without regard to its choice of law rules.  In the event of a dispute over the Terms or performance under the Terms, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Connecticut.  If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.


      1. VN has a Unilateral Minimum Resale Price Policy (“UMRP Policy”) that applies to all resellers of VN Products located within the United States.  This paragraph is intended to inform you of the UMRP Policy.  It does not constitute consideration for any part of this agreement between you and VN, and does not separately constitute an agreement between you and VN regarding the price you will charge your customers for the Products.  VN does not seek, nor will it accept, from Reseller any assurance of compliance with the UMRP Policy.