Wholesale and Distributor Agreement

1. DEFINITIONS

1.1 "Wholesale Price" shall mean the price at which Company sells products to Wholesale Customers, based on the Suggested Retail Price ("SRP") and applicable wholesale discounts.

1.2 "Suggested Retail Price (SRP)" shall mean the price recommended by Company for the resale of its products to end consumers.

1.3 "Distributor" shall mean any entity that has applied and been approved by Company to operate under the Distributor terms set forth herein.

2. WHOLESALE CUSTOMER TERMS

2.1 Wholesale Discount Eligibility

• Company grants Wholesale Customers a wholesale discount off the SRP, subject to a single order amount of USD 2,000 or more after applying the discount.

• The relationship between Company and Wholesale Customers is strictly a buyer-seller relationship, and no agency, partnership, or joint venture is created.

2.2 Upgrade to Distributor

Wholesale Customers may apply to become Distributors to enjoy more favorable discount terms. Such application constitutes acceptance of the following Distributor-specific terms.

2.3 Product Customization for Wholesale Customers

For Wholesale Customers placing large-volume orders of a single product (as defined by Company's minimum order quantity requirements for customization), Company may accept product customization requests, including but not limited to packaging, labeling, or specification adjustments. Specific customization terms shall be agreed upon in a separate written addendum.

3. DISTRIBUTOR TERMS

3.1 Prohibited Sales Channels

Distributor agrees not to sell Company's branded products on the following e-commerce platforms where Company operates official brand stores: Amazon, TikTok, Rakuten, AliExpress, and any other platforms specified by Company in writing from time to time.

3.2 Pricing Policy

• Distributor shall not sell Company's products at prices lower than the SRP.

• For any promotional activities involving price reductions, Distributor must submit a written application via email to Company at least 14 business days in advance, detailing the proposed discounted price, promotion duration, and marketing channels. Company reserves the right to approve or reject such applications in its sole discretion.

4. DISTRIBUTOR RIGHTS

4.1 Negotiable Discounts

Distributor's purchase discounts are negotiable based on:

• Order volume and frequency

• Product type and category

• Payment terms and methods

4.2 Regional Exclusivity Consideration

Company may consider granting regional exclusivity to Distributor, subject to separate negotiations and a written exclusivity addendum. Such exclusivity shall be limited to a specific geographic region defined in the addendum.

4.3 Offline Channel Benefits

For Distributors with offline sales channels, Company will display their business information (including name, logo, and physical addresses) on Company's official website under the "Authorized Dealers" section.

4.4 Custom Product Line and Brand Development

For Distributors demonstrating excellent cooperation (as determined by Company in its sole discretion), Company may offer:

• Customized product lines tailored to the Distributor's market needs

• Opportunities for co-developing new brands or sub-brands, subject to separate licensing agreements and mutual written consent

5. GENERAL TERMS

5.1 Returns and Exchanges

• Damaged or defective products may be returned within 30 days of delivery upon prior written approval from Company.

• Distributor shall bear all shipping costs for non-defective returns unless otherwise agreed in writing by Company.

• Company reserves the right to inspect returned products and issue credits, replacements, or deny returns at its sole discretion.

5.2 Intellectual Property

Distributor acknowledges that all trademarks, copyrights, patents, trade secrets, and other intellectual property related to Company's products and branding ("Intellectual Property") are the exclusive property of Company. Distributor shall not:

• Alter, modify, or create derivative works of Company's Intellectual Property without prior written consent

• Register or attempt to register any of Company's Intellectual Property in its own name

• Use Company's Intellectual Property for any purpose other than selling Company's products as authorized under this Agreement

5.3 Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the term of this Agreement, including but not limited to:

• Pricing structures, discount terms, and payment policies

• Product designs, specifications, and manufacturing processes

• Customer lists, sales data, and marketing strategies.

This confidentiality obligation survives the termination of this Agreement for a period of 3 years.

5.4 Indemnification

Distributor shall indemnify, defend, and hold Company harmless from and against all claims, liabilities, damages, losses, and expenses (including legal fees) arising out of:

• Distributor's breach of any term of this Agreement

• Distributor's unauthorized use of Company's Intellectual Property

• Distributor's sale of Company's products through prohibited channels or in violation of pricing policies

• Any third-party claims arising from Distributor's business operations related to Company's products

5.5 Force Majeure

Neither party shall be liable for delays or non-performance caused by events beyond their reasonable control, including but not limited to:

• Acts of God (e.g., floods, fires, earthquakes)

• Government actions, laws, or regulations

• Labor strikes, supply chain disruptions, or material shortages

• Terrorism, war, or civil unrest

The affected party must provide written notice of the force majeure event within 14 business days and use reasonable efforts to mitigate its effects.

5.6 Entire Agreement

This Agreement, including all attachments and addenda, constitutes the entire understanding between the parties and supersedes all prior oral or written agreements. No amendment or waiver of any term shall be valid unless in writing and signed by both parties.

6. ACCEPTANCE

By placing an order under the Wholesale Discount or submitting a Distributor application, Distributor acknowledges and agrees to be bound by all terms and conditions of this Agreement.