Wholesale Terms and Conditions

Wholesale Terms and Conditions

Effective Date: July 2025

1. Wholesale & Reseller Agreement
This Wholesale and Reseller Agreement ("Agreement") is made by and between Taylor Made Organics LLC ("Taylor Made Organics") and the applicant identified on the Reseller Application ("Reseller"). Acceptance of the Reseller Application by Taylor Made Organics shall constitute full agreement to these terms. Reseller confirms that all information provided in the Reseller Application is accurate, that Reseller can legally fulfill all obligations herein, and has reviewed, understood, and agreed to all terms including arbitration (Section 11) and the class action waiver (Section 12). Taylor Made Organics reserves the right to amend these terms by posting updates on the official website, effective immediately upon posting. Resellers are expected to regularly review the website for any changes.

2. Independent Contractor Relationship
Reseller operates solely as an independent contractor. This Agreement does not establish an employment relationship, partnership, franchise, joint venture, or agency. Reseller shall not represent themselves as an employee or authorized representative of Taylor Made Organics for any purpose. Reseller is solely responsible for all taxes, insurances, and compliance related to their business activities.

3. Responsibilities and Obligations of Reseller
Reseller agrees to:

• Conduct business professionally, ethically, and in a manner reflecting positively on Taylor Made Organics.
• Avoid deceptive, misleading, or unethical business practices.
• Make no representations beyond Taylor Made Organics’ official marketing materials and this Agreement.
• Not legally bind Taylor Made Organics or compromise its rights.
• Not attempt to reverse engineer or replicate Taylor Made Organics’ products.
• Periodically review and comply fully with all applicable laws, regulations, and these terms.

4. Ordering, Sales, and Inventory
Minimum purchase requirements may apply and are detailed on the official website or through direct communication with Taylor Made Organics. There is no minimum inventory requirement. Taylor Made Organics may accept, decline, delay, or cancel orders at its discretion, including for non-payment or non-compliance. Reseller bears responsibility for shipping costs, with title and risk of loss passing to Reseller upon delivery by Taylor Made Organics’ selected carrier. Taylor Made Organics retains the right to freely engage customers obtained through Reseller without restriction.

5. Sales and Marketing Restrictions
Reseller shall only market and sell Taylor Made Organics’ products through channels explicitly approved by Taylor Made Organics. Resellers are prohibited from selling on third-party platforms, including but not limited to Amazon, Walmart, Jet, eBay, Groupon, Alibaba, and similar marketplaces or deal sites.

6. Minimum Advertised Price (MAP)
Reseller agrees not to market or sell Taylor Made Organics' products below the Manufacturer Suggested Retail Price (MSRP) provided by Taylor Made Organics. Reseller may not use promotional pricing methods (e.g., "Buy One, Get One Free") that effectively lower the MSRP.

7. Sales Tax Obligations
Reseller is solely responsible for the accurate collection and remittance of sales tax associated with their sales of Taylor Made Organics’ products.

8. Returns and Refunds
Taylor Made Organics does not accept returns or issue credits for products returned to Reseller by customers. Reseller is solely responsible for managing customer returns and refunds.

9. Intellectual Property and Confidentiality
All trademarks, marketing materials, website content, and other intellectual property ("Taylor Made Organics Content") remain the exclusive property of Taylor Made Organics. Reseller has no rights beyond those explicitly granted herein. Reseller agrees not to disclose any confidential information, except as permitted by this Agreement or law, including whistleblower protections under the Defend Trade Secrets Act.

10. Warranty and Limitation of Liability
Taylor Made Organics warrants products are free from material defects upon delivery. Any defective or damaged products must be reported within 10 days of receipt, returned within 30 days with authorization, and will be replaced or credited at Taylor Made Organics’ discretion. This warranty is the exclusive remedy. Taylor Made Organics explicitly disclaims any other warranty, express or implied, to the maximum extent permitted by law.

11. Dispute Resolution and Arbitration
Any dispute arising from this Agreement shall first attempt resolution via mediation in Port Republic, Virginia. Failing mediation, disputes will proceed to binding arbitration in Port Republic, Virginia, under American Arbitration Association Commercial Arbitration Rules. Arbitration will exclude special, consequential, punitive, or indirect damages. Arbitration proceedings shall remain confidential.

12. Class Action Waiver
All disputes shall proceed individually; class action, representative, or consolidated proceedings are expressly prohibited without written consent from all involved parties.

13. Limitation of Liability
Taylor Made Organics and related parties shall not be liable for any special, incidental, indirect, consequential, punitive, or exemplary damages, including lost profits or business opportunities, regardless of cause, arising out of or related to this Agreement or associated products.

14. Indemnification
Reseller agrees to indemnify, defend, and hold harmless Taylor Made Organics, including all related parties, from any losses or liabilities arising from Reseller’s breach or alleged breach of this Agreement, including tax liabilities or misclassification of status.

15. Termination
This Agreement commences upon Taylor Made Organics' acceptance and continues until terminated by either party with 30 days written notice. Taylor Made Organics will bear no liability from termination. Sections 3, 7, 8-14, and 16 survive termination.

16. Miscellaneous
This Agreement shall be governed by Virginia law without regard to conflict of law principles. Any invalid provision shall not affect remaining provisions. Assignment by Reseller requires Taylor Made Organics' written consent; Taylor Made Organics may assign freely. Unauthorized assignments are void. This Agreement binds and benefits permitted successors and assigns.