This Wholesale Agreement (the “Agreement”), is made and entered into by and between Papa & Barkley Essentials, LLC, a Colorado limited liability company (“Wholesaler”), and the retailer set forth on the signature page hereto (“Retailer”).  Retailer wishes to sell and promote the products offered by Wholesaler (the “Products”) in Retailer’s retail store and/or website.

1. Retailer Responsibilities.  
1. Retail Business.  Retailer must maintain a current, valid business license and, upon Wholesaler’s request, provide a copy, with Tax ID, to Wholesaler.  Retailer must provide Wholesaler with proof of a functioning URL that is owned by Retailer or an affiliate and/or a proof (e.g., a picture and physical address) of a brick and mortar store.
2. Customer Service.  Wholesaler is not involved in the actual transaction between Retailer and the Customer.  Retailer will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries received by Retailer.
3. No Resale.  No Products shall be resold by Retailer through any location other than Retailer’s URL and/or brick and mortar store, including any online auction (e.g., ebay) or online store (e.g., Amazon) without the express, written authority of the Wholesaler.  
4. Sales Price.  Retailer agrees to sell Product between a lower limit percentage of 10% of the MSRP and an upper limit percentage of 20% of the MSRP.  Retailer may only sell Product outside of such range with Wholesaler’s prior written consent.
5. Use of Promotional Materials.  Wholesaler retains all rights (including specifically those IP Rights specifically set forth below) to all marks, images, design, websites, content and/or any other materials associated with Product provided to Retailer (the “Promotional Materials”) and retains the right to prohibit Retailer’s use of any of the Promotional Materials.  Retailer shall not display the Product or Promotional Materials on any webpage or advertisement without the prior written consent of Wholesaler, which shall not be unreasonably withheld.  Retailer may not use any of the Promotional Materials for any other purpose other than to gain Product sales. Retailer may not use the Promotional Materials in any other medium than in or on the specified website or store without prior written consent of Wholesaler.  Retailer may not alter (e.g., crop, change background colors, add text) the Promotional Materials other than to size appropriately for Retailer website and/or marketing materials. Retailer must describe the Product in the appropriate category identified by Wholesaler and may not represent the Product in other categories or for other uses, without prior written authorization from Wholesaler.
6. Storage.  Retailer agrees to store all Product in a cool, dry place outside of direct sunlight.
7. Sales Tax.  Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Products.  Retailer further agrees that Wholesaler is not obligated to determine whether a sales tax applies and is not responsible to collect, report or remit any tax information arising from any transaction involving the images or photos provided.
2. Orders, Pricing and Payment.
1. Minimum and Maximum Orders.  Wholesaler requires a minimum order of one case pack (12 units) of any Product sku.  Due to limited initial Product stock, orders may not exceed 1000 units of the same Product sku.
2. Holiday Orders.  Due to high demands for the Christmas Holidays period, all orders for such period must be placed before December 1st.  Wholesaler cannot guarantee usual delivery time if an order is submitted after this deadline.
3. Wholesale Price.  Wholesaler reserves the right to alter Product prices at any time unless Retailer has already been invoiced.
4. Order Invoicing, Payment and Cancelation.  Wholesaler accepts payments via credit card, Venmo and checks.  Orders must be prepaid as Wholesaler is not extending credit terms at this time.  Any processing fees in excess of the purchase price shall be paid by or are chargeable solely to Retailer.  Retailer will be emailed an invoice and invoiced Product will be held for 7 calendar days pending payment. Due to limited Product stock, all orders will be held for a maximum of 14 calendar days before being reallocated to another order.  No orders will be processed until full payment is received. Orders may be canceled within 48 hours of the order placement.
3. Shipping; Delivery Inspection; Returns
1. Shipping Costs and Methods.  For orders of $500 (USD) or more, Wholesaler shall be responsible for Product shipping costs.  For orders under $500 (USD), Retailer shall be responsible for Product shipping costs. Delivery to Retailer is typically within 3-5 calendar days of order placement.  Wholesaler utilizes UPS Ground shipping.
2. Delivery Inspection and Returns.  Order errors, damage and/or defects must be brought to Wholesaler’s attention, in writing via email or other writing, within 2 days of receipt of shipment by Retailer.  Retailer shall only return product with a written authorization from Wholesaler. Products returned to Wholesaler with such written authorization will not be credited to Retailer’s account.
4. Wholesaler Direct to Consumer Sales.  Retailer acknowledges that Wholesaler sells Product direct to consumers through Wholesaler’s website.  While Wholesaler shall generally sell Product through Wholesaler’s website at MSRP, Wholesaler reserves the right to discount Product through sales or other promotions as reasonably determined by Wholesaler from time to time.
5. Regulatory.  
1. No Representations or Warranties.  Wholesaler makes no representations, warranties and/or guarantees to Retailer as to Wholesaler’s and/or the Products’ compliance with any laws or regulations.  
2. Governmental Notice.  If any federal, state, or county, or local governmental authorities in a jurisdiction where either Party resides or operates (“Governmental Authorities”) notifies either Party that this Agreement is not in compliance with any federal, state, or local laws and/or regulations or administrative guidance issued thereunder or that either Party is subject to any civil, criminal, or administrative sanctions, actions, or proceedings due to this Agreement, Wholesaler may terminate this Agreement immediately upon written notice to Retailer.  Notice from a Governmental Authority giving rise to Wholesaler’s right to terminate this Agreement under this Section shall include, but not be limited to, any state, local, or federal official or departmental letters, correspondences, raids, arrests, seizures, forfeiture notice, indictment, summons, complaint or any notice of any kind from or by any federal, state, or local authorities addressed to either Party that legal action or the threat of legal action, whether civil, administrative, or criminal, is pending against either Party as a result of this Agreement.  Notwithstanding the foregoing, if notice from a Governmental Authority is given only concerning a specific type of Product but not all Products, the Parties may agree in writing to continue this Agreement as to other Products.
3. Effect of Termination; Change in Law. In the event that this Agreement is terminated pursuant to Section 5(b) herein or there is a change in law or regulations that renders any Product unlawful, Retailer shall not be entitled to a refund for any Products for which Retailer has remitted payment.
6. Intellectual Property.  Retailer understands that (i) “Papa & Barkley” “Papa & Barkley Essentials,” and the “ampersand & leaf” design/logo, and any variations thereof; (ii) any and all Product trade dress; and (iii) any and all content on https://www.papaandbarkleyessentials.com/ or affiliated websites, are the express intellectual property of Wholesaler and/or its affiliates (the “IP Rights”).  Nothing in this Agreement should be construed as conveying any IP rights from Wholesaler to Retailer or any third party.  Retailer agrees that it will not engage in any act or omission that violates Wholesaler’s IP Rights. If Retailer learns of any infringement or threatened infringement of Wholesaler’s IP Rights, Retailer shall provide prompt written notice to Wholesaler.
7. Privacy Policy.  Any information that Retailer provides to Wholesaler will be treated confidentially and will not be released, sold or rented to any entities or individuals outside of Wholesaler or its affiliates.  Wholesaler does not collect or record any credit card details Retailer may provide when purchasing products from Wholesaler’s wholesale ordering website.
8. Limitation on Liability.  Wholesaler’s aggregate liability for all losses arising under or related to this Agreement will be limited to an amount equal to the fees paid by Retailer to Wholesaler during the 6 month period immediately preceding the event giving rise to such losses.  Wholesaler will not be liable for any general, special, exemplary, punitive, incidental or consequential damages including any loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by Retailer arising out of or related to this Agreement.
9. Miscellaneous.
1. Binding Effect; Assignment.  The provisions of this Agreement are binding on and shall inure to the benefit of the Parties hereto, and their respective heirs, administrators, successors, and assigns, provided that Retailer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Wholesaler.
2. Right to Modify. Wholesaler retains the right to modify this Agreement at any time. Changes will not be retroactive.
3. Severability. If any provisions or sections of this agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity or enforceability of any remaining provisions, which shall continue in full force and effect.
4. Waiver.  No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.