Wholesale Partner Agreement

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This Wholesale Partner Agreement ("Agreement") is entered into between Culleoka Company LLC ("Culleoka Company") and the approved Wholesale Partner identified below ("Partner").

The purpose of this Agreement is to establish the terms and conditions governing the purchase, resale, marketing, and distribution of Culleoka Company products.

1. Wholesale Partnership

Culleoka Company grants Partner the non-exclusive right to purchase and resell approved Culleoka Company products.

Acceptance into the Wholesale Partner Program is subject to approval by Culleoka Company.

2. Ordering & Pricing

Wholesale pricing is based on order volume:

Order Amount	Discount
$250 – $1,100	25%
$1,101 – $1,800	30%
$1,801+	40%

Minimum opening order: $200.

Pricing may be updated periodically with advance notice.

3. Shipping

Shipping charges apply as follows:

Order Amount	Freight Responsibility
Up to $1,100	Customer pays freight
$1,101–$1,800	Culleoka pays 50%
$1,801+	Freight included

Special orders, mixed-case requests, and custom configurations may incur additional handling fees.

4. Payment Terms

Unless otherwise approved:

Payment is due upon receipt.
Approved accounts may qualify for Net 15 or Net 30 terms.
Accepted payment methods include ACH, credit card, and company check.

Partner agrees to provide accurate tax and billing information.

5. Marketing & Brand Usage

Partner may use approved Culleoka Company logos, product images, and marketing materials solely for promoting authorized Culleoka Company products.

Any modifications to branding or promotional campaigns require prior written approval.

Partner shall comply with all applicable advertising laws and Federal Trade Commission (FTC) guidelines.

6. Customer Information & Privacy

Both parties agree to maintain appropriate safeguards for customer information.

Neither party shall sell, distribute, or misuse confidential customer information obtained through the relationship.

7. MAP Pricing Policy

Culleoka Company maintains a Minimum Advertised Price (MAP) policy.

Partners agree not to advertise products below approved pricing without prior written authorization.

8. Returns & Damaged Products

Unopened products may be returned within 30 days of delivery.

Claims for damaged shipments must be reported within 5 business days of receipt.

Approved returns may be subject to restocking fees.

9. Compliance

Partner agrees to comply with all applicable local, state, and federal laws regarding product sales, advertising, taxation, and business operations.

Partner must be at least 18 years of age and legally authorized to enter into this Agreement.

10. Limitation of Liability

Culleoka Company shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or business opportunities arising from participation in the Wholesale Partner Program.

11. Indemnification

Partner agrees to indemnify and hold harmless Culleoka Company LLC, its officers, employees, affiliates, and representatives against claims, damages, liabilities, expenses, and attorney fees arising from Partner's actions, representations, marketing activities, or misuse of products.

12. Confidentiality

All pricing, wholesale terms, business information, customer information, marketing strategies, and proprietary materials exchanged under this Agreement shall remain confidential.

Confidential information may not be disclosed to third parties without written consent.

13. Term & Termination

Either party may terminate this Agreement with thirty (30) days written notice.

Upon termination, Partner shall cease use of all Culleoka Company trademarks, logos, and marketing materials.

14. Governing Law

This Agreement shall be governed by the laws of the State of Tennessee.

Any legal proceedings shall be filed exclusively within the State of Tennessee.

Agreement Acceptance

Wholesale Partner

Business Name:

Authorized Representative:

Title:

Signature:

Date:

Culleoka Company LLC