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Wholesale Agreement

The Suburban Monk Wholesale Agreement

This Wholesale Agreement (hereinafter, the “Agreement”), is made and entered into by and between The Suburban Monk, LLC (hereinafter “Wholesaler” “We” or “Us”), a New Jersey company with its principal place of business at 50 Grandview Place, North Caldwell, NJ 07006 and “Reseller” (hereinafter, “Reseller” “or “You”), whose name and address appears on the application accompanying this agreement. Reseller wishes to sell and promote the products offered by the Wholesaler in their store and/or catalog.

1. How to Order – Once we approve your Reseller Application, you will have access to our online ordering system.

2. Billing & Minimum Order Requirements – A minimum order of $500 is required on opening orders. All subsequent orders bear a minimum of $200. Generally, we require payment in full by credit card or PayPal before we ship your items. Credit terms will be offered on a case by case basis and will be set forth in writing. Order processing will be handled directly with the TSM team.

3. Wholesale Pricing – All prices are listed in US dollars. Upon approval of Reseller’s application, Reseller will pay the Wholesale Price Listed on the Wholesale Module/online ordering system referenced above, plus the cost of shipping. Prices are subject to change without notice.

4. Representation of Product – Wholesaler will make available images that you might require for your print and online presence. Should you require any additional images, please contact us. Any imagery you provide yourself must be approved prior to use (please allow adequate lead-time for approval; two weeks is recommended). Wholesaler retains all rights to all logos and images of products provided and retains the right to prohibit the use of any and all images and other files provided. Reseller may not use any of the images contained within the provided photos for any purpose other than to sell products. Reseller may not use any images provided in any other medium than in or on the specified website or store without prior written consent of Wholesaler. Reseller may not alter (e.g., crop, change background colors, add text) provided files other than to size appropriately for website and marketing materials.

5. Storage of Product – Reseller agrees to store products in a clean, safe and smokefree location.

6. Web Commerce – No products or goods purchased from or produced by Wholesaler shall be resold by Reseller through any location other than Reseller’s URL, if listed on the accompanying application, or brick and mortar store. Sales using an online auction (e.g., ebay) or online store (e.g., Amazon) are not permitted without the express, written consent of the Wholesaler. If Reseller violates this provision, Wholesaler and Reseller relationship and this agreement will be terminated.

7. Sales and Tax – Reseller agrees that it is the sole responsibility of Reseller 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 Wholesaler’s products. Reseller 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 on Reseller’s behalf.

8. Shipping & Packaging – Unless credit terms have been extended, which will be referenced and agreed to in writing, orders will ship once payment is received. We do not offer COD. Though your shipment will likely go out sooner, please allow up to 2-4 weeks after your payment is received for your order to ship. Shipping/handling charges will be calculated and added to your order total when the order is ready to ship. We reserve the right to use our discretion as to the carrier to be used on any shipment. Your preferred carrier may be used if you agree to assume any additional transportation charges. Each Little Syd comes carefully packaged and boxed for retail sale. Other product packaging will be as described on our online ordering system.

9. Damage & Defects – Please inspect all shipments immediately upon arrival. Please contact us at [email protected] within 10 days of receipt of damaged or defective shipments. Returned merchandise will be replaced with new merchandise. Returned merchandise will not be accepted if it is held for more than 15 days after receipt. Wholesale sales are considered final with no returns other than replacement of defective products upon prompt notification. We endeavor to protect your reputation, and ours; if your customer finds an issue related to manufacturing defects during the first 30 days after sale, please contact us and we will work with you to find a resolution.

10. Wholesaler and Reseller Responsibilities – Reseller must maintain a current business license certificate (or state equivalent) on file and provide a copy, with Tax ID, to Wholesaler. Reseller must have a functioning URL that is owned by the entity applying for the wholesale account and/or proof (e.g., a picture and physical address) of a brick and mortar store. Wholesaler is not involved in the actual transaction between the Reseller and the Customer. Reseller will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries. Wholesaler is not the agent of either the Reseller or the Customer. Wholesaler is in no way responsible or liable for the success of the Reseller’s website or store, or the accuracy or legality of its content and operation.

Further, Reseller has independently evaluated the desirability of participating in the Wholesaler’s Wholesale Program and is not relying on any representation, guarantee or statement other than set forth in this agreement. Reseller also agrees that Wholesaler is not liable for any misuse or misrepresentations of the goods by the Reseller or the final retail purchaser or consumer, and indemnifies Wholesaler for any legal actions that emanate from such actions and from any liability for proper payment to taxing authorities.

11. Right to Modify & Termination – Wholesaler retains the right to modify this agreement at any time. Changes will not be retroactive. Notification of changes to terms and conditions will be sent to Reseller via email and will be deemed accepted unless. Reseller exercises the option to terminate this agreement. Either party may terminate the wholesale relationship on 30-day written notice. Prices are subject to change without

12. No Chargebacks – Reseller agrees that it will not file a chargeback with its issuing bank and any violation of this provision gives Wholesaler the right to take legal action to enforce these conditions. In the event Wholesaler must commence legal action to enforce these conditions or collect a debt, Reseller shall indemnify and hold Wholesaler harmless for all collection and/or legal fees.

13. 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 and enforceability of any remaining provisions.

14. Governing Law & Resolution of Conflicts – This Agreement shall in all respects be interpreted, enforced, and governed exclusively under the laws of the State of New Jersey (without regard to its choice of law rules), except for the arbitration provisions in this paragraph, which shall be governed by the Federal Arbitration Act. The parties agree that in the event of any controversy or claim arising out of or relating to this Agreement that they are unable to resolve through direct discussions in a good faith effort to reach a resolution, the parties will first engage the services of a reputable mediator agreed upon by their respective counsel, will engage in the mediation process in a good faith effort to resolve disputes in a mutually satisfactory manner, and will divide the costs of mediation equally between them. If the parties cannot reach a mutually acceptable agreement in mediation, the dispute shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA), before one Arbitrator, who need not be chosen from the roster of the AAA. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party and the parties will divide the costs of arbitration equally between them. The arbitration shall be conducted in Essex County, New Jersey, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either party may attend mediation and arbitration via telephone or videoconference. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by the Federal Arbitration Act. Notwithstanding the foregoing, either Party may seek any interim or preliminary injunctive relief in the Federal District Court of New Jersey, as necessary to protect the party’s rights or property pending the completion of arbitration. In the event of any action or proceeding (excepting mediation) brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover its actual attorneys’ fees and costs incurred in connection with the action or proceeding.

By submitting a Wholesale Application to The Suburban Monk you indicate your agreement to the terms in this Wholesale Agreement. These terms will apply to all future transactions made between Wholesaler and Reseller.

I agree: