DISTRIBUTOR RULES OF PM-INTERNATIONAL LOGISTIC CENTER AMERICA, LLC May 2025
Thank you for applying to become a PM
independent distributor (“you” or “Distributor”).
These Distributor Rules, together with our PM
Marketing Plan, Guidelines for Use of the Internet
and Social Media Policy, Guidelines for Use of
Trademarks, Logos, Brands and Names, Code of
Business Conduct and Ethics, Family Registration
Rules, and our General Terms and Conditions of
Sales and Delivery as may be amended from time
to time, (together, the “Partner Area Documents”),
which will be made available via a separate portal
after your Application is approved by us (the
“Partner Area”) and which are incorporated herein
by this reference, (collectively, this “Agreement”)
constitute the entire agreement between you
and PM-INTERNATIONAL LOGISTIC CENTER
AMERICA,LLC (“PM”, “we” or “us”). We may amend
this Agreement and the Partner Area Documents
from time to time, in our sole discretion so it is
important that you regularly check the Partner
Area for any updates. By submitting your
Application to be a PM Distributor, you hereby
agree to the following terms and conditions and
to the terms and conditions of the Partner Area
Documents.
1. INDEPENDENT CONTRACTOR
1.1. A Distributor is a self-employed salesperson.
You agree that your relationship with PM is as an
independent contractor and that nothing in this
Agreement is intended to, or should be construed
to, create a partnership, agency, joint venture,
franchisor-franchisee, fiduciary or employment
relationship.
1.2. As part of your activities under this
Agreement and subject to the terms of the Partner
Area Documents, you can sell FitLine products
(“Products”) in your own name directly to end
customers and/or refer end customers to PM (as
part of our Customer Direct Program) and refer
new Distributors to PM as a sponsor.
1.3. As an independent contractor, you can
freely decide when, where, how and how much
you work and determine your own methods of
operation. Distributors have to bear all costs and
expenses relating to their Distributorship business
themselves. Each Distributor is an independent
contractor, and as such responsible for the
fulfillment of all legal obligations resulting from
the business (registering a company, income tax,
sales tax, social insurance, competition law). You
are not entitled to any of the benefits that PM
may make available to its employees, including,
but not limited to, group health or life insurance,
profit sharing, or retirement benefits and agree
that you will not make any claim to the contrary.
You understand and agree that you are solely
responsible for, and will file, on a timely basis,
all tax returns and payments required to be filed
with, or made to, any federal, state, or local tax
authority with respect to your activities under this
Agreement and/or the receipt of any funds under
this Agreement.
1.4. It is intended that Distributors run their
business part-time; anyone realizing this is no
longer the case has to notify PM thereof.
2. BEGINNING AND ENDING A
DISTRIBUTORSHIP
2.1. In order to become a Distributor, you have
to submit a completed application (“Application”)
to us [insert a hyperlink to the Application]. This
Agreement, and the Partner Area Documents
become valid agreements as soon as the
Application has been accepted by PM.
2.2. It is not necessary to order Products to
become a Distributor.
2.3. Within 30 days of receiving notice of the
acceptance of the Application, you can withdraw
your Application and cancel this Agreement by a
written notice of withdrawal without stating any
reasons [withdraw form]. If you withdraw your
Application within this thirty (30) day period, you
can return all unopened Products you purchased
from PM to us subject to our General Terms and
Conditions of Sales and Delivery which can be found
on our homepage www.pm-international.com.
2.4. The term of this Agreement (“Term”) will begin
on the date that your Application is accepted by us
and will continue until terminated by you or us in
accordance with this Agreement. Either you or we
may terminate this Agreement for any reason or
no reason upon written notice to the other party.
2.5. If you decide to terminate this Agreement, we
will buy-back your inventory of unopened Products
subject to our General Terms and Conditions of
Sales and Delivery which can be found on our
homepage www.pm-international.com.
2.6. The Distributor shall regularly review and
update the data provided in the Application,
especially name, taxpayer identification number,
address, bank account information, email and
telephone so that the information we have on file
is accurate and complete.
2.7. In the case of death, subject to applicable
law and subject to our prior written consent
(such consent not to be unreasonably withheld,
conditioned or delayed), your distributorship
(“Distributorship”) can be transferred to a spouse,
child, or parent if the transfer is requested in writing
with the agreement of all heirs and the transferee
accepts to be bound by both this Agreement and
by the terms of the Partner Area Documents.
3. ENTITLEMENT TO BONUS
3.1. For the referral of end consumers through
the Customer Direct Program as well as for
introducing, training and supporting new
distributors referred as a Sponsor, the Distributor
will be eligible to receive a bonus subject to the
terms of the PM Marketing Plan. The right to such
bonus arises once the products have been paid for.
Requirements for, the terms of, and the amounts of
the bonus can be found within the PM Marketing
Plan. PM may decide to make amendments to
the PM Marketing Plan, which applies to all
Distributors.
4. COMPENSATION YOU MIGHT EARN
4.1. You acknowledge and agree that you will
NOT earn any compensation, bonus or other
economic benefit solely for sponsoring other
distributors. You also agree that you will not
represent to others that it is possible to receive
any compensation simply for sponsoring new
distributors. If you choose to sponsor other
distributors, any compensation or bonus received
in connection with distributors that you sponsor
shall be based solely on Product sales made by
such new distributors to their customers.
4.2. Any compensation or bonus that may be
paid to you under the PM Marketing Plan is tied
to the Products purchased by referred customers
through the Customer Direct Program or by the
Product sales made by the new distributors you
sponsor. The right to compensation arises once the
Products have been paid for. The terms of all such
compensation are set forth in our PM Marketing
Plan, under the Partner Area Documents, as
amended from time to time.
4.3. You acknowledge and agree that you are not
guaranteed any income or assured of any profit or
success. You hereby certify that neither PM nor
any distributor that has sponsored you has made
any claims of guaranteed or potential earnings nor
any representations of anticipated earnings that
might result from your activities as a Distributor.
4.4. PM pays out compensation on a monthly
basis (by the 20th of the following month). In
the event that an order benefits from sales tax
exemption, you agree to provide us with the
relevant Sales Tax Exemption Certificate.
4.5. Any manipulation of compensation criteria
is prohibited. This includes the sponsoring of
distributors who do not actually sell our Products
(straw men), as well as open or disguised multiple
registrations. It is also prohibited to use the name
of any spouse, relatives, corporation, partnership,
trust or any other names of third parties to
circumvent this provision. It is also prohibited
to encourage third parties to sell or purchase
Products in order to achieve a better position in
the Marketing Plan or to manipulate the group
compensation.
5. YOUR OTHER BUSINESS ACTIVITIES
5.1. You are permitted to have other business
activities in addition to being a Distributor under
this Agreement. However, you have to keep your
other business activities completely separate from
your activities as a Distributor of our Products.
When undertaking other business activities, you
have to not refer to your activities as a Distributor
or your status as a Distributor, nor offer goods and
services relating to your other business activities
together with our Products (or vice versa).
5.2. During the Term of this Agreement, to the
extent permissible under applicable law, you agree
not to undertake activities for a competitor of PM
without our prior written permission. A competitor
of PM is a company that offers goods or services
through personal direct marketing or via a network
marketing system that competes with PM.
5.3. During the Term of this Agreement, to the
extent permissible under applicable law, (i) you
may not, directly or indirectly solicit or promote
the products or services of another directselling
company to any of our other Distributors
or customers; and (ii) you will not, directly or
indirectly, solicit, entice or induce, or attempt to
solicit, entice or induce, any customer, vendor,
supplier, or business development partner to
become a customer, vendor, supplier, or business
development partner of any other person, firm or
corporation or to cease doing business with PM,
or directly or indirectly solicit or recruit, or attempt
to solicit or recruit, any employee, consultant or
independent contractor of PM to terminate their
relationship with PM.
6. PURCHASE AND DISTRIBUTION OF
PRODUCTS
6.1. 6.1. The Distributor shall exclusively order
and receive Products directly from PM.
6.2. The Distributor shall only sell Products to
end consumers through personal direct sales. It is
not allowed to sell Products through retail stores,
trading markets, fairs, online auctions, mass media
and other similar sales activities.
6.3. All Product sales are subject to our
General Terms and Conditions of Sales and
Delivery which can be found on our homepage
www.pm-international.com, as may be updated
from time to time. You agree to sell Products
only within the country listed on your Application
(“Designated Territory”).
6.4. The Distributor has to take back Products sold
to consumers within 30 days after delivery in case
of dissatisfaction. The consumer does not have to
provide any special reasons, not being satisfied
with the products is sufficient (the “PM Satisfaction
Guarantee”). Such exchange, credit or refund shall
be subject to our General Terms and Conditions
of Sales and Delivery which can be found on our
homepage www.pm-international.com.
6.5. There is no obligation for you to purchase
any Products, purchase a minimum amount of
Products, or maintain an inventory under this
Agreement. The Distributor can return Products
to PM in accordance with PM’s General Terms and
Conditions of Sales and Delivery which can be found
on our homepage www.pm-international.com.
6.6. All orders made by the Distributor are
processed according to the PM prices shown in
the PM Online Shop at the time of order and are
subject to our General Terms and Conditions of
Sales and Delivery which can be found on our
homepage www.pm-international.com. You have
to keep receipts for all Products you sell and
provide copies of such receipts to us upon demand.
7. FURTHER OBLIGATIONS OF THE
DISTRIBUTOR
7.1. The Distributor has to promote the Products
and comport itself in a manner that enhances PM’s
reputation. You agree to act as an independent,
ethical, and responsible entrepreneur and avoid
any appearance of acting as an employee or
agent of PM. You agree to comply with all the PM
Policies, as in effect from time to time.
7.2. PM is a member of national and international
associations for direct selling, and you agree to
comply with the standards of conduct and codes
of ethics specified by such associations within
your Designated Territory.
7.3. Everything the Distributor says about PM
and our Products has to be in accordance with
PM’s stipulations, especially those in the product
catalog, on the product labels, official websites
and in other product information. Under no
circumstances may the Distributor attribute
therapeutic or healing properties to any Products
or use health claims contrary to applicable legal
provisions.
7.4. You agree not to make any changes to
Products or their packaging and/ or allow third
parties to make such changes. It is allowed to stick
an address label with address information of the
Distributor, as long as such label does not hide any
Product information, legal notices, or intellectual
property of PM.
7.5. The Distributor will only use the product
information, sales materials and sales aids
published by PM when advertising for PM and
for the Products and, insofar as advertising and
sales take place over the Internet, will only use the
Internet shop made available to the Distributor by
PM. Distributors are granted limited rights to use
PM‘s trademarks, trade names, logos, marketing
materials and sales aids solely for the purpose of
promoting and selling FitLine products. Distributors
have to utilize such rights subject to the terms of
the Partner Area Documents. Any unauthorized
use, modification, or misrepresentation of PM‘s
intellectual property is strictly prohibited.
7.6. Every Distributor has to comply with the
terms of the Partner Area Documents and with any
binding legal regulations, including but not limited
to any rules on unfair competition and unlawful
trading practices, during any general advertising
measures and in attracting new Distributors. Any
violation will be strictly followed up by PM and
may result in penalties or the termination of the
distributorship.
7.7. In conducting your activities as a Distributor,
you agree to comply with all applicable laws and
regulations, including without limitation, those
pertaining to licensing and business registration,
and import and export, to the extent required. You
agree to promptly provide us with evidence of
such compliance upon our request.
7.8. You agree not to analyze, decompile, or
reverse engineer or cause a third party to analyze,
decompile or reverse engineer any Product or any
Confidential Information, in whole or in part, for
any purpose.
7.9. PM will monitor and randomly check the
compliance of its distributors with contractual
and legal obligations, especially in the context
of online advertising measures, including social
media marketing by external service providers.
7.10. PM reserves the right to terminate this
Agreement or suspend a Distributor’s access to the
Partner Area without prior notice if the Distributor
has violated contractual rules or applicable law. In
the event of any such suspension, the suspension
will remain until the violation has been removed
upon corresponding notification by PM.
8. LINE PROTECTION
8.1. It is a principle of PM to respect and protect the
sponsor line. During the term of the Distributorship
and 12 months thereafter, no persons or companies
already registered in a sponsor line with PM may
change to another sponsor line. It is also prohibited
to use the name of a spouse, relative, corporation,
partnership, trust or any other names of third
parties to circumvent this provision.
8.2. A Distributor who has terminated their
Distributorship or withdrew from it according
to article 2.3. can only be re-registered as a
Distributor if they submit a new Application and
(a) are sponsored by their former sponsor, or (b) if
at least 12 months have passed since termination
of their Distributorship. A Distributor who has
been deleted from records due to inactivity (12
months without personal volume) can be freely
re-registered with a new Application, i.e. not just
under the former Sponsor but in any line under
any Sponsor.
8.3. The registration of relatives and spouses
is subject to the terms of the Partner Area
Documents.
8.4. Line protection also applies to customers
in the Customer Direct Program. Any registered
customer may only register anew and under a
new sponsor if 6 months have passed after their
last order of Products.
9. INTELLECTUAL PROPERTY AND
CONFIDENTIAL INFORMATION.
9.1. During the Term of this Agreement, PM
grants you a limited, revocable, non-sublicensable
license to use PM‘s trademarks, trade names,
logos, marketing materials and sales aids solely
for the purpose of promoting and selling Products
and solely as permitted under the terms of the
Partner Area Documents.
9.2. During the term of your Distributorship, you
may obtain or access information that PM deems
to be propriety or confidential, including without
limitation, any trade secrets, formulas, Product
information, business plans, customer lists,
financial information, or any other confidential
or proprietary business information, whether
or not marked as “confidential” (“Confidential
Information”). You acknowledge and agree that you
will not disclose or use Confidential Information,
directly or indirectly, for any purpose without our
prior written consent.
10. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NO PM ENTITY SHALL BE LIABLE FOR,
AND DISTRIBUTOR HEREBY RELEASES THE
FOREGOING FROM, AND WAIVES ANY CLAIM
FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES
WHICH MAY ARISE OUT OF ANY CLAIM
WHATSOEVER RELATING TO ANY PM ENTITY’S
PERFORMANCE, NON-PERFORMANCE, ACT OR
OMISSION WITH RESPECT TO THE BUSINESS
RELATIONSHIP OR OTHER MATTERS BETWEEN
ANY DISTRIBUTOR AND PM, WHETHER
IN CONTRACT, TORT, OR STRICT LIABILITY.
FURTHERMORE, IT IS AGREED THAT ANY
DAMAGES TO DISTRIBUTOR SHALL NOT EXCEED
AND IS HEREBY EXPRESSLY LIMITED TO THE
AMOUNT OF UNSOLD PRODUCTS OWNED BY
DISTRIBUTOR AND ANY COMPENSATION OWED
TO DISTRIBUTOR UNDER THIS AGREEMENT.
IN NO EVENT WILL ANY PM ENTITY BE LIABLE
TO YOU FOR ANY COST, LOSS, DAMAGE, OR
EXPENSE SUFFERED BY YOU DIRECTLY OR
INDIRECTLY AS A RESULT OF ANY ACT, OMISSION,
REPRESENTATION, OR STATEMENT BY ANOTHER
DISTRIBUTOR.
11. MISCELLANEOUS
11.1. Any provision that, to give proper effect
to its intent, should survive such expiration or
termination, survive the expiration or earlier
termination of this Agreement.
11.2. The headings in this Agreement are for
reference only and do not affect the interpretation
of this Agreement.
11.3. To the extent that there is any conflict
between this Agreement and any Partner Area
Document, the applicable Partner Area Document
shall govern and control.
11.4. If any term or provision of this Agreement is
invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability does
not affect any other term or provision of this
Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction.
On a determination that any term or provision is
invalid, illegal, or unenforceable, such provision
shall be automatically reformed and construed
so as to be valid, operative and enforceable to
the maximum extent permitted by the law while
preserving its original intent.
11.5. You acknowledge and agree that (a) a breach
or threatened breach by you of this Agreement
would give rise to irreparable harm to PM for
which monetary damages would not be an
adequate remedy and (b) in the event of a breach
or a threatened breach by you of any of these
obligations, PM shall, in addition to any and all
other rights and remedies that may be available
to PM at law, at equity, or otherwise in respect
of this breach, be entitled to seek equitable
relief, including a temporary restraining order,
an injunction, specific performance, and any
other relief that may be available from a court of
competent jurisdiction, without any requirement
to post a bond or other security, and without any
requirement to prove actual damages or that
monetary damages do not afford an adequate
remedy.
11.6. This Agreement shall be binding upon and
inure to the benefit of the parties.
11.7. No failure or delay of PM in exercising its
rights under this Agreement with you or any other
Distributor shall constitute a waiver by PM of its
rights under this Agreement.
11.8. Unless explicitly agreed by us, you cannot
assign this Agreement or your Distributorship, in
whole or in part, without our prior written consent.
We reserve the right to assign this Agreement, in
whole or in part, in our sole discretion.
11.9. To the fullest extent permitted under
applicable law, this Agreement, and all matters
arising out of or relating to this Agreement, are
governed by, and construed in accordance with,
the Laws of the State of Florida. To the extent that
applicable law would require the application of
the Laws of any jurisdiction other than those of
the State of Florida in connection with a particular
matter, then such law would apply solely to that
particular matter and all other matters would
continue to be governed by the laws of the State
of Florida.
11.10. Each of PM and Distributor irrevocably and
unconditionally agrees that it will not commence
any action, litigation, or proceeding of any kind
whatsoever against the other Party in any
way arising from or relating to this Agreement,
including all exhibits, schedules, attachments, and
appendices attached hereto and thereto, and all
contemplated transactions, including contract,
equity, tort, fraud, and statutory claims, in any
forum other than the United States District Court
for the Middle District of Florida or, if this court does
not have subject matter jurisdiction, the courts of
the State of Florida sitting in Sarasota County, and
any appellate court from any thereof. Each or PM
and Distributor irrevocably and unconditionally
submits to the exclusive jurisdiction of these
courts and agrees to bring any action, litigation,
or proceeding only in the United States District
Court for the Middle District of Florida or, if this
court does not have subject matter jurisdiction, the
courts of the State of Florida sitting in Sarasota
County. Each of PM and Distributor agrees
that a final judgment in any action, litigation, or
proceeding is conclusive and may be enforced in
other jurisdictions by suit on the judgment or in
any other manner provided by Law.
11.11. As a Distributor, you should resolve any
disagreements with your customers in an amicable
manner before resorting to any legal action.
If, following discussions with your customer,
the problem is not resolved to the customer‘s
satisfaction, they should contact the relevant
direct sales association. This association will try to
mediate between you and your customer.
May, 2025
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