Wholesale Setup Document

WHOLESALE SETUP DOCUMENT

Parties and Effective Date

This Wholesale Setup Document (the "Agreement") is entered into by and between:

Effective Date: .

WHEREAS Recitals

WHEREAS, Supplier is engaged in the manufacture, distribution, or sourcing of the goods described in this Agreement and holds all necessary rights to sell such goods on a wholesale basis; and

WHEREAS, Wholesale Buyer desires to purchase Supplier's goods for resale and seeks to establish account terms, pricing, and delivery arrangements under the terms set forth below; and

WHEREAS, the parties intend for this Agreement to govern all wholesale transactions between them unless otherwise agreed in writing.

Scope of Goods and Services

Supplier agrees to sell and Buyer agrees to purchase the wholesale goods and related services described below. The parties acknowledge that specific purchase orders will govern quantity and delivery for each shipment, subject to the terms of this Agreement.

Account and Tax Information

Corporation    LLC    Sole Proprietor    Other:

Pricing and Payment Terms

Supplier will provide pricing to Buyer as set forth in this section. Prices are exclusive of taxes, duties, and shipping unless otherwise agreed in writing.

ACH / Bank Transfer    Credit Card    Check    Other:

Shipping, Delivery and Inspection

Delivery terms shall be as set forth on individual purchase orders. Unless otherwise stated, risk of loss and title transfer in shipped goods shall pass as specified in each purchase order. Buyer shall inspect goods on receipt and notify Supplier in writing of any nonconformity within five (5) business days of delivery unless a different inspection period is expressly agreed.

Term and Termination

This Agreement begins on the Effective Date and continues until: Start Date: and End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed by either party. Each receiving party agrees: (a) to hold Confidential Information in strict confidence and to use it solely to perform obligations or exercise rights under this Agreement; (b) not to disclose Confidential Information to any third party except to employees, agents or contractors who need access to accomplish the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (c) to take reasonable measures to prevent unauthorized disclosure. Confidential Information shall not include information that is or becomes public without breach of this Agreement, is rightfully known by the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Indemnification & Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. Except for a party's indemnification obligations or a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The parties' aggregate liability under this Agreement shall not exceed the total amounts paid or payable by Buyer to Supplier under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or by the courts of competent jurisdiction as elected by the non-breaching party; the parties agree to attempt good faith negotiation prior to initiating formal dispute resolution.

Entire Agreement; Amendments

This Agreement, together with any purchase orders and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be effective upon receipt.

Acknowledgement

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the signatory executing this Agreement on its behalf is authorized to do so.

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