Retail Wholesale Agreement Terms

This RETAIL WHOLESALE AGREEMENT (the “Agreement”) is entered into by and between True Vine Organics you the Reseller (“Reseller”).

RECITALS

WHEREAS, Seller is engaged in the business of designing, manufacturing, and distributing various products (the “Products”);

WHEREAS, Reseller desires to purchase Products from Seller for the purpose of resale to end-user consumers;

WHEREAS, Seller agrees to sell such Products to Reseller, subject to the terms and conditions set forth herein, including specific restrictions regarding marketplace sales and pricing protections designed to safeguard Seller’s brand integrity;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT AND SCOPE

1.1. Non-Exclusive Appointment. Seller hereby appoints Reseller as a non-exclusive authorized reseller of the Products. Seller reserves the right to sell the Products directly to consumers and to appoint other resellers, distributors, or wholesalers at its sole discretion.

1.2. Products Covered. This Agreement applies to all products currently offered or hereafter developed and offered by Seller (the “Products”).

1.3. Authorized Channels. Reseller is authorized to sell Products only through its own physical retail locations and its own proprietary website. Sale through any other channels is strictly prohibited unless expressly authorized in writing by Seller.

2. ORDERING AND MINIMUM REQUIREMENTS

2.1. Order Placement. Reseller shall submit orders to Seller via [Email/Online Portal]. Each order must specify the types and quantities of Products requested.

2.2. No Minimum Order Quantity (MOQ). There is no minimum order requirement for Reseller to maintain its status under this Agreement.

2.3. Acceptance of Orders. All orders are subject to acceptance by Seller. Seller reserves the right to reject any order, in whole or in part, for any reason, including but not limited to inventory availability.

3. PRICING AND PAYMENT TERMS

3.1. Wholesale Pricing. The prices for the Products shall be the wholesale prices set forth in Seller’s current price list at the time the order is accepted. Seller may change the price list at any time upon 7 days’ notice to Reseller.

3.2. Payment Terms (Net 30). All invoices are due and payable within thirty (30) days from the date of the invoice (“30 days net”).

3.3. Late Payments. Any late payments shall bear interest at the rate of [1.5]% per month or the highest rate permitted by law, whichever is lower. Seller also reserves the right to suspend future shipments or require payment in advance if Reseller fails to maintain timely payments.

3.4. Taxes. Reseller is responsible for all sales, use, and other taxes associated with the purchase of Products for resale. Reseller must provide a valid resale certificate to Seller.

4. SHIPPING, DELIVERY, AND RISK OF LOSS

4.1. Shipping Costs. In accordance with common industry practice, shipping and handling costs shall be paid by the Reseller unless otherwise agreed in writing for a specific promotion.

4.2. Delivery Terms. Delivery shall be made [F.O.B. Shipping Point/EXW Seller’s Warehouse]. Risk of loss and title to the Products pass to the Reseller upon delivery of the Products to the common carrier.

4.3. Delivery Dates. Delivery dates provided by Seller are estimates only. Seller shall not be liable for any delays in delivery beyond its reasonable control.

5. INSPECTION, RETURNS, AND REFUNDS

5.1. Final Sale Policy. Consistent with wholesale industry standards, all sales are final. Seller does not accept returns for unsold inventory or “change of mind” requests.

5.2. Damaged or Defective Goods. Reseller must inspect all shipments immediately upon receipt. Returns or credits will only be issued for goods that arrive damaged, defective, or incorrectly shipped.

5.3. Notice Period. Reseller must provide written notice to Seller of any damage, defect, or shortage within 2 business days of delivery. Failure to provide notice within this period shall constitute unqualified acceptance of the shipment.

6. RESALE RESTRICTIONS AND MARKETPLACE POLICY

6.1. Prohibited Sales on Amazon. Reseller is strictly prohibited from reselling the Products on Amazon.com or any Amazon international marketplace. Seller is the exclusive seller on Amazon, and Reseller acknowledges that unauthorized Amazon listings create unfair competition and brand confusion.

6.2. Unauthorized Third-Party Marketplaces. Reseller is prohibited from selling Products on eBay, Walmart.com, Jet.com, Etsy, or any other third-party online marketplace or auction site without prior written consent from Seller.

6.3. Minimum Advertised Price (MAP) Policy. To protect the brand positioning and value of the Products, Reseller shall not advertise or offer Products for sale at a price below the Minimum Advertised Price (MAP) established by Seller. The MAP for each Product will be provided in the Seller’s price list. Seller reserves the right to terminate this Agreement immediately if Reseller violates this MAP policy.

7. INTELLECTUAL PROPERTY AND BRAND PROTECTION

7.1. Limited License. Seller grants Reseller a non-exclusive, non-transferable, revocable license to use Seller’s trademarks, logos, and product images solely for the purpose of marketing and reselling the Products in accordance with this Agreement.

7.2. Brand Usage Restrictions. Reseller shall not alter, obscure, or remove any trademarks or proprietary notices on the Products or packaging. All use of Seller’s intellectual property must comply with Seller’s brand guidelines.

7.3. Marketing Materials. Reseller may only use marketing materials (images, descriptions, videos) provided or approved by Seller. Reseller shall not use Seller’s brand in a way that suggests a partnership or joint venture beyond a standard reseller relationship.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall commence on the Effective Date and continue until terminated by either party.

8.2. Termination for Convenience. Either party may terminate this Agreement at any time, with or without cause, upon days’ written notice.

8.3. Termination for Cause. Seller may terminate this Agreement immediately upon written notice if Reseller:

• Fails to make payments when due;
• Violates the Amazon/Marketplace resale restrictions;
• Violates the MAP/Pricing Policy;
• Breaches any other material provision of this Agreement.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1. Limitation of Liability. To the maximum extent permitted by law, Seller shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, arising out of this Agreement. Seller’s total liability for any claim shall not exceed the total amount paid by Reseller for the Products giving rise to the claim.

9.2. Disclaimer of Warranties. Except as expressly stated herein, Seller makes no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

9.3. Indemnification. Reseller shall indemnify and hold Seller harmless from any claims, damages, or expenses (including legal fees) arising from Reseller’s breach of this Agreement, unauthorized marketing claims, or negligence in the resale of the Products.

10. CONFIDENTIALITY

Reseller shall maintain the confidentiality of all non-public information received from Seller, including but not limited to wholesale price lists, product development plans, and the terms of this Agreement. This obligation survives the termination of this Agreement.

11. GENERAL PROVISIONS

11.1. Governing Law. This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.

11.2. Dispute Resolution. Any legal action or proceeding relating to this Agreement shall be instituted in the state or federal courts located in  Pennsylvania. Each party submits to the jurisdiction of such courts.

11.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings, whether written or oral.

11.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5. Amendments. This Agreement may only be amended in a writing signed by both parties.

11.6. Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.