Wholesale Agreement General Terms and Conditions

Herbal Luxuries Inc. reserves the right not to accept an application for a wholesale account (also called account) for any reason. If your business is on-line only please apply through our affiliate program, wholesale accounts are for brick and mortar businesses only.

Please complete all requested information on your wholesale application. Applications with invalid emails, addresses or phone numbers will not be approved.

All applicants for a wholesale account must be able to prove they are an established business in good standing by providing a faxed copy of any of the following (no exceptions):

• Business License/Permit
• Tax License/Certificate
• Other legal proof of business existence/operation as we deem appropriate.

Any information provided in the process of reviewing your application is confidential and will not be disclosed to any party for any reason except between any third parties you designate as having knowledge/proof of your business or its operations.

We do not discriminate based on race, sex, religion, nationality, disability, sexual orientation, or age.

During the term of this arrangement (which shall commence upon our approval of your application, and shall end when either party provide 30 days notice, via email or phone, of the termination of this agreement), you must accept and abide by all terms and conditions.

Wholesalers shall be of legal age in the state in which he/she resides. You are, upon acceptance a wholesaler conducting business for his/her own account and not an agent, employee, or franchisee of Herbal Luxuries. Wholesalers further understand that you will not be treated as an employee in regards to any laws covering employees, including but not limited to the Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Tax Act, Income Tax withholding at the source, or for any federal or state taxes and local license fees that may become due as a result of activities under this agreement, and as an Independent Contractor shall be responsible for obtaining any licenses required by law.

Wholesalers will not defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others. ANY and ALL websites promoting Herbal Luxuries products MUST be listed on the Wholesale application.

When selling Herbal Luxuries products off-line (not using the internet to advertise, sell, or distribute) there are no price restrictions. When selling Herbal Luxuries products on-line (using the internet to advertise, sell or distribute) you may not price any product for less than what we have as a current list price. The penalty for breaking this policy will result in immediate cancellation of the Wholesaler contract as well as any and all legal expenditures. Samples of our products cannot be given via the internet from Wholesalers.

Wholesalers may not use Herbal Luxuries company name or product names in any website URL or purchase traffic/ads using any Herbal Luxuries trademarked or other product/property names.

Wholesaler website/company should not comprise of content or links pertaining to adult/pornographic subject matter, pirated software, racial or derogatory material, hacking/crack information.

You guarantee that all content, products and services on your website are legal to distribute and that you own or have legal right to use any and all copyrighted materials. Wholesaler acknowledges that we may crawl or otherwise monitor your website/company for the purpose of ensuring quality and terms/conditions compliance.

Payment is expected in full upon placing orders. Please be advised that you may offer your own guarantee to your customers but Herbal Luxuries cannot and will not honor ANY guarantee other than those stated on our website to our direct retail customers.

We do not and will not provide bulk sizes of our products or private label. All products sold to wholesaler will be labeled and ready for retail.

Wholesaler further agrees that Herbal Luxuries products will not be stored or displayed in full sun or non-air conditioned locations or locations subject to extreme heat. The shelf life is on the label of all products.

Wholesaler must submit all print and/or advertisements containing an Herbal Luxuries product or information regarding Herbal Luxuries for approval prior to publishing and agrees that if we find the ad unacceptable it will be changed and resubmitted. This applies to all store displays, hand-outs, brochures, magazines ads, websites, etc. where Herbal Luxuries products or information regarding Herbal Luxuries is displayed and viewable by the public.

Accepted wholesale applicants are not allowed to re-label or in any way disguise, re-formulate, re-package, modify or perform any type of change/modification/tapering to any Herbal Luxuries product.

In order to assure account satisfaction we will not process a wholesaler order unless the account has ordered samples (at retail) prior to making an order.

Accepted wholesale applicants must purchase a minimum quantity of each product allowed for wholesale purchase excluding samples and other non-wholesale products. Herbal Luxuries reserves the rights to modify the number of minimum units for each product at any time and without notice since this change will affect all wholesalers and is not specific to your account. Currently all eligible products carry a minimum of 3-5 units each. We also reserve the right to change this requirement to a minimum order amount or other order minimums regarding your account.

All wholesale purchases must be made on-line since discount levels are tied to your login ID and all discount levels will be automatically applied to all eligible products and minimums indicated for each.

Wholesale accounts can not be used for personal purchases. If it is determined that your account is being used for this purpose it will be immediately terminated and we will seek reimbursement of all discounts account obtained because of its wholesale designation.

Wholesale accounts are responsible for any returns, refunds, customer service, advertising or other business expenses associated with the operation of your business and the sale of Herbal Luxuries skin care products directly or indirectly to consumers.

Wholesale orders usually ship within 7-14 business days of receipt of the order. Herbal Luxuries will allow the return of any un-open product (s) within 5 business days of receipt. This means from the date USPS or other carrier leaves the package at your place of business; no exception. Products must be in re-sale condition. Products can only be returned with an RMA number. Shipping and handling is not refundable.

Wholesale accounts are not to disclose or distribute directly or indirectly to any person(s), business or entity information Herbal Luxuries shares with account that is marked as confidential or proprietary regardless of format (verbal or written) or how such information is obtained. To do so will result in termination of this agreement and we will pursue all legal remedies available for damages or other harm caused directly from or in relationship to such disclosure or distribution.