Wholesale Agreement

Wholesale Agreement Summary

Parties Involved:

Supplier: Sweat Heaven Apparel, LC

Products:

Performance sweat apparel products from Sweat Heaven.

Territory:

US

Price and Payment:

Prices are listed on the Sweat Heaven online portal.
Payment can be made via credit card, ACH, or check.
Distributor pays for shipping, insurance, and taxes unless exempt.
Price changes will be communicated with 2 business weeks after the new price takes affect.

For orders of $3,000 or more, a 40% down payment is required, with the remaining balance due upon delivery.

Security Interest:

Sweat Heaven retains a security interest in the products until fully paid.
If payment fails, Sweat Heaven can reclaim the products.

Promotional Materials:

Sweat Heaven may provide promotional materials, which remain their property.

Intellectual Property:

Sweat Heaven retains all intellectual property rights.
Distributor gets a limited license to use Supplier’s IP for promotion.

Compliance:

Distributor must comply with all relevant laws and regulations.

Confidentiality:

Both parties must keep each other’s proprietary information confidential.
Confidentiality lasts for three years after the agreement ends; trade secrets are protected indefinitely.

Warranties:

Sweat Heaven offers returns or exchanges for defective products.
No other warranties are provided.

Term and Termination:

Agreement continues until terminated by either party with 30 days’ notice.
Breaches allow for termination with 60 days’ notice to cure the breach.
Sweat Heaven can terminate for specific reasons like bankruptcy or termination of the business.

General Provisions:

Governed by Virginia law.
Amendments to this agreement must be in writing.
No waiver of terms unless in writing.
Severability clause ensures the rest of the agreement remains valid if part is unenforceable.
Notices can be sent by mail : 2811 Lansdale Road, Richmond, Virginia 23225 or email : Rosita.torres@sweatheaven.com