Wholesale Vendor Agreement

SERAPHIC SKINCARE, INC. – WHOLESALE VENDOR AGREEMENT

Last Updated: November 21, 2025

This Wholesale Vendor Agreement (the “Agreement” or these “Terms”) is entered into by and between Seraphic Skincare, Inc. (“Seraphic Skincare,” “Company,” “we,” “us,” or “our”) and the wholesale purchaser (“Vendor,” “you”).

This Agreement governs your purchase and resale of Seraphic Skincare products (the “Products”) as a wholesale vendor within the United States through the Company’s wholesale website located at wholesale.seraphic-skincare.com (the “Website”).

By submitting a wholesale application, activating a wholesale account, placing an order for Products, or clicking to accept or agree to this Agreement when prompted, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

ACCEPTANCE OF WEBSITE TERMS OF USE AND PRIVACY POLICY

Prior to placing any wholesale order for Products through the Website, all Vendors are required to accept:

The Company’s Website Terms of Use, available at: https://wholesale.seraphic-skincare.com/pages/terms-of-use
The Company’s Privacy Policy, available at: https://wholesale.seraphic-skincare.com/pages/privacy-policy

Both documents are incorporated into this Agreement by reference.

By placing an order for Products through the Website or by clicking to accept or agree to this Agreement, you agree to be bound and abide by the Terms of Use, the Privacy Policy, and this Agreement. If you do not agree, you may not participate as a wholesale Vendor.

In the event of any direct conflict between this Agreement and the Terms of Use with respect to wholesale purchases and resale of the Products, this Agreement will control, but only to the extent of the conflict.

ELIGIBILITY AS WHOLESALE VENDOR

To qualify and remain eligible as a Vendor, you must:

Be a valid United States-based business with appropriate selling credentials, as determined by the Company in its sole discretion through the wholesale application process.
Have an owner or authorized decision-maker who is at least 18 years of age and resides in the United States.
Sell Products only at the approved physical locations and/or professional settings listed in your wholesale application or subsequently approved by the Company in writing.
Maintain a current, active business account with the Company in good standing.
Not sell, list, advertise, or distribute the Products on any third-party online marketplace or website (including but not limited to Amazon, Walmart Marketplace, eBay, Etsy, TikTok Shop, or any personal or business e-commerce website) unless explicitly approved in writing by the Company.
Meet and maintain any minimum order requirements communicated by the Company from time to time.
Be located in, and receive deliveries only in, the United States, its territories, or possessions.

The Company reserves the right to approve, deny, or revoke wholesale status at any time, with or without cause, consistent with applicable law.

OBLIGATIONS AS A WHOLESALE VENDOR

Vendor Duties

Vendor agrees to:

Work diligently to promote the sale of Products within Vendor’s approved locations.
Make reasonable efforts to promote Products by using in-store displays, window displays, demonstrations, printed materials, or other promotional methods consistent with the Seraphic Skincare brand and any guidelines provided by the Company.
Give suitable placement and exposure to Products and ensure that display and merchandising comply with any Company requirements or Brand Use Guidelines provided from time to time.
Request reasonable technical assistance or training when needed in order to accurately explain and market the Products to customers.
Actively promote and sell Products only within the United States, its territories, and possessions, and comply with all applicable federal, state, and local laws relating to the marketing, sale, labeling, and distribution of Products.

Prohibited Conduct

Vendor will not:

Represent to any person or entity that Vendor is an agent, employee, or exclusive distributor of the Company.
Pledge or purport to pledge the Company’s credit, or incur any liability or potential liability on behalf of the Company.
Commit or purport to commit the Company to any contract or obligation.
Advertise, list, or make Products available for sale via any third-party website, e-commerce platform, or online marketplace (including, without limitation, Amazon, Walmart Marketplace, eBay, Etsy, TikTok Shop, or similar platforms), or via any unapproved online store or website, without written approval from the Company.
Apply for or register any trademarks, business names, domain names, social media handles, or other identifiers that include “Seraphic Skincare” or any of the Company’s product names, collection names, or sub-brands.
Take any action or make any communication that would, or would be likely to, damage the reputation, goodwill, or brand image of the Company, or bring the Company into disrepute.
Without the Company’s prior written consent, make or give any promises, representations, warranties, or guarantees on behalf of the Company or in relation to the Products, other than those expressly set out in Company-provided materials or as required by applicable law.
Alter, modify, disassemble, sample, or reverse engineer any Products, except as required by applicable law (for example, for mandated safety testing).

Legal Compliance

Vendor must comply with all applicable laws, rules, and regulations and obtain all necessary licenses, permits, and approvals in connection with:

The marketing, promotion, and advertising of Products;
The distribution, sale, supply, and delivery of Products within the United States, its territories, or possessions.

PUBLICITY, BRAND USE, AND MAP POLICY

Vendor agrees:

Not to create, publish, distribute, advertise, or print any material that refers to the Company or uses the Company’s name, logo, trademarks, or Product imagery for marketing or promotional purposes (whether print, broadcast, or electronic) without either:
- Prior written consent from the Company; or
- Use in accordance with Brand Use Guidelines or approved assets provided by the Company.

Nothing in this Agreement transfers or assigns any Company intellectual property rights to Vendor.

The Company has the right, in its sole discretion, to refuse to sell, or to stop selling, its trademarked Products to any person or entity that, in the Company’s opinion, could harm the image, reputation, or marketability of the Products or brand. The Company will abide by all applicable laws and will not unlawfully discriminate on the basis of any protected class.

If the Company provides Minimum Advertised Price (MAP) guidelines, Vendor agrees to comply with those MAP policies. Repeated or material MAP violations may result in suspension or termination of Vendor’s wholesale account and/or cancellation of pending orders.

PRICES, TAXES, AND PAYMENT

Once a wholesale application is approved, the Company will email Vendor a URL link to activate Vendor’s online wholesale account. Upon activation, Vendor may log into the Website, view wholesale pricing, and place orders.

Payment Methods

All orders for Products must be paid in full at checkout using:

Debit card,
Credit card,
PayPal,
Shop Pay, or similar payment methods supported on the Website.

The Company does not offer net terms, checks, cash, or other delayed payment arrangements unless expressly agreed to in a separate written agreement signed by the Company.

Prices & Changes

All prices shown at checkout are effective as of that time but are subject to change at any time without notice. Any price sheets provided to Vendor, whether physical or digital, may be out of date; the Website always contains the most current pricing and Product information.

If Vendor has any questions about Products or pricing, Vendor may contact the Company at info@seraphic-skincare.com.

Taxes

The Company does not collect sales tax on wholesale orders. Vendor is responsible for paying all applicable taxes based on Vendor’s jurisdiction and in accordance with Vendor’s active seller’s permit/resale certificate.

SHIPPING, DELIVERY, AND FREIGHT

The Company generally processes orders Monday through Friday, 9:00 a.m. – 4:00 p.m. (Pacific Time), excluding holidays.

The Company strives to ship Products within approximately three (3) business days of receiving a completed order, but all shipping and delivery timelines are estimates only and are not guaranteed.

When an order has shipped, the Company will send a shipping confirmation email to Vendor containing tracking information. Vendor understands that:

Tracking information may take up to 48 hours to become active after creation;
A signature may be required upon delivery at the Company’s discretion;
A separate email may be sent once the carrier confirms delivery.

Unless otherwise agreed in writing:

All Products will be delivered by the Company to Vendor’s designated address, which must be within the United States, its territories, or possessions;
The Company will be responsible for arranging logistics and selecting carriers;
Risk of loss in the Products will pass from the Company to Vendor upon delivery to Vendor’s designated address (FOB destination);
Vendor is responsible for all shipping and handling costs as indicated at checkout.

Vendor acknowledges that quoted delivery windows (e.g., 4–5 business days after shipping) are estimates only. If Vendor requires Products by a specific date, Vendor is responsible for ordering sufficiently in advance.

The Company shall not be liable for any delay in delivery caused by carrier delays, Vendor’s failure to provide accurate delivery instructions or contact information, or any Force Majeure event. “Force Majeure” means any act or event beyond the Company’s reasonable control, including without limitation natural disasters, weather events, war, terrorism, labor disputes, supply chain disruptions, carrier failures, pandemics, epidemics, or governmental actions.

INCORRECT, DAMAGED, OR LOST PRODUCTS

If the Company ships incorrect Products to Vendor, or Products ordered by Vendor are damaged or lost in transit to Vendor, then the Company will correct the situation by replacing the Products at no cost to Vendor, subject to the following conditions:

Vendor must notify the Company of any alleged shipping error or damage within five (5) days of receiving the Products;
Vendor must notify the Company of any Products that are lost in transit within seven (7) days of receiving the shipping confirmation and tracking stating that the order has not been received;
Vendor must save all contents and packing materials for incorrect or damaged Products and include them in any return shipment.

Vendor’s failure to provide notice within the applicable inspection period (5 days for incorrect/damaged, 7 days for lost) constitutes a waiver of Vendor’s claim for incorrect, damaged, or lost shipments.

The Company will arrange the return of incorrect or damaged Products using the Company’s preferred shipping provider and label. If Vendor chooses to return incorrect or damaged Products using its own carrier or does not use the Company-provided label, Vendor will be responsible for all related shipping costs and may not be eligible for reimbursement of shipping charges.

Upon confirmation that the returned Products have been received and processed, the Company will issue a replacement order for the affected Products. The Vendor’s sole and exclusive remedy for incorrect, damaged, or lost Products is replacement, and the Company will not issue cash refunds for such claims.

For clarity, this section applies only to incorrect, damaged, or lost shipments. Returns based on dissatisfaction or changes of mind are addressed in the “COMPLAINTS, CREDITS, AND REPLACEMENTS” section below.

TITLE TO PRODUCTS

Legal and equitable title to the Products will pass from the Company to Vendor on the later of:

Delivery of the Products to Vendor’s designated address; and
Receipt by the Company of all amounts due from Vendor for such Products.

Until title to the Products has passed to Vendor, Vendor shall:

Hold the Products as fiduciary agent and bailee for the Company;
Store the Products in a secure, safe, dry, and clean environment, separately from other goods;
Ensure the Products are easily identifiable as belonging to the Company;
Not deface, destroy, alter, or obscure any identifying marks or labels on the Products or packaging;
Ensure that no charge, lien, or encumbrance is created over the Products;
Notify the Company immediately if the Products become damaged (including but not limited to water, heat, or other material damage); and
Return the Products to the Company upon demand. The Company may, where permitted by law, enter Vendor’s premises to inspect or recover Products to which it retains title.

The Company may bring an action to recover the price of Products and any other amounts due under any agreement with Vendor, even if title to such Products has not yet passed to Vendor.

COMPLAINTS, CREDITS, AND REPLACEMENTS (NON-DAMAGED)

If Vendor is dissatisfied with any Products ordered for reasons other than error, damage, or loss, Vendor may initiate a return by emailing info@seraphic-skincare.com within ten (10) business days of delivery of the Products.

Subject to the Company’s approval and instructions:

The Company will provide return shipping labels;
Products must be returned in resalable condition, unused, and not visibly worn;
Original shipping charges (if any) are non-refundable;
A 10% restocking fee will be deducted from Vendor’s refund.

If Vendor uses a carrier of its own choosing or fails to use the Company-provided label, Vendor will be responsible for all return shipping costs and may not be eligible for reimbursement of those costs.

The Company will respond to reasonable inquiries and complaints regarding the quality, performance, and durability of the Products.

RETURNS BY CUSTOMERS AND PRODUCT QUALITY ISSUES

The Company will evaluate in good faith Product quality concerns reported by Vendor and its customers.

If Vendor’s customers return Products to Vendor due to alleged defects in quality, performance, or manufacturing, Vendor should:

Notify the Company; and
Return the allegedly defective Products to the Company within ten (10) business days of Vendor’s receipt of the returned Products.

Upon receipt and review, the Company may, in its discretion:

Issue a refund or credit to Vendor; and/or
Replace the defective Products.

The Company does not assume responsibility for Products that Vendor ships to its own customers that are lost or damaged in transit.

PRODUCT DISCLAIMERS

Vendor acknowledges and agrees that:

The Products are not intended to diagnose, cure, mitigate, prevent, or treat any disease or health condition, and are not medical devices.
The Products have not been evaluated by the Food & Drug Administration (FDA).

Vendor agrees to communicate to its customers that:

They should patch test each Product on a small area of skin and wait 24 hours prior to full use.
Products should never be applied to wounds, open cuts, burns, or similarly compromised skin.
Customers should consult a medical professional before using Products if they are pregnant, breastfeeding, have sensitive skin or vascular concerns, are taking medications that affect the skin, or are otherwise unsure if the Products are appropriate.

Vendor agrees:

Not to remove or obscure any ingredient/material labels, warnings, or instructions from Product packaging.
To prominently display ingredient/material lists for Products sold via Vendor’s website or marketing materials, if applicable.
To clearly explain that exfoliating Products may deeply exfoliate the skin and may result in peeling or other visible reactions, and may cause irritation if not used according to the package instructions.

Vendor understands and agrees that some individuals may experience sensitivity or reactions to certain ingredients, fabrics, or textures, and that the Company is not liable for individual reactions.

Vendor is responsible for providing all relevant Product disclaimers and usage information to its customers. The Company will not be responsible for claims arising from Vendor’s failure to provide appropriate disclaimers or instructions.

PRODUCT LIABILITY INSURANCE

If Vendor’s total gross purchases or sales of Products in any calendar year meet or exceed $1,000.00, Vendor shall, upon the Company’s request:

Provide a current Product Liability Insurance Certificate and endorsement naming Seraphic Skincare, Inc. as an additional insured; and
Maintain such coverage throughout the duration of this Agreement and for one (1) year after the last delivery of Products.

DISPLAYS AND RELEASE OF LIABILITY

From time to time, the Company may offer physical display units, fixtures, or other merchandising materials (collectively, the “Displays”) for lease or purchase by Vendor for use in merchandising the Products.

Any lease or purchase of Displays by Vendor is conditioned upon Vendor’s agreement to the Company’s Display Liability Waiver, as may be updated from time to time. By leasing or purchasing any Display, Vendor acknowledges and agrees to be bound by the terms of the Display Liability Waiver, which is hereby incorporated into this Agreement by reference.

Vendor is solely responsible for ensuring that Displays are assembled, installed, and used in accordance with any written instructions provided by the Company and in compliance with any applicable building, safety, or local regulations at Vendor’s premises. Vendor agrees that improper installation, loading, placement, or use of Displays is at Vendor’s own risk and subject to the terms of the Display Liability Waiver.

EXPORT CONTROL AND U.S.-ONLY SALES

Vendor acknowledges that Products are intended for sale within the United States, its territories, and possessions only.

Vendor agrees that none of the Products are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, its territories, or possessions without the Company’s prior written authorization.

Products may be subject to U.S. export control laws and regulations, and Vendor agrees to comply with any such applicable laws if authorized to export.

TERMINATION OF WHOLESALE RELATIONSHIP

Vendor may cease selling Products at any time and may deactivate its wholesale account through the Website, subject to obligations that survive termination.

This Agreement may be terminated:

By either party immediately, upon written notice, if the other party commits a material breach and fails to cure such breach within fourteen (14) calendar days after written notice;
By the Company immediately, upon written notice, if Vendor fails to pay any amount due by the applicable due date;
By the Company immediately, upon written notice, if Vendor fails to accept delivery of Products without valid reason; or
By either party, for any reason or no reason, upon written notice to the other party, subject to surviving obligations.

Either party may also terminate this Agreement immediately, upon written notice, if:

The other party is dissolved, ceases substantially all business operations, is or becomes unable to pay its debts as they come due, or becomes insolvent;
An administrator, receiver, trustee, or similar party is appointed over the other party’s assets;
An order is made or resolution passed for the winding up of the other party (except as part of a solvent reorganization where obligations are assumed by a successor); or
Where the other party is an individual, that party dies, becomes incapacitated, or becomes subject to a bankruptcy petition or order.

The Company may also terminate this Agreement immediately, upon written notice, if there is a change of control of Vendor or its parent or holding company.

Without limiting its other rights or remedies, the Company may suspend further shipments of Products if Vendor is in breach of this Agreement, if the Company reasonably believes Vendor is about to become subject to any of the events above, or if Vendor fails to pay amounts due when owed.

Upon termination:

All provisions that by their nature should survive (including, without limitation, PUBLICITY/BRAND USE, TITLE, PRODUCT DISCLAIMERS, PRODUCT LIABILITY INSURANCE, DISPLAYS AND RELEASE OF LIABILITY, CONFIDENTIAL INFORMATION, INDEMNIFICATION, LIMITATION OF LIABILITY, GOVERNING LAW, ARBITRATION, WAIVER AND SEVERABILITY, and ENTIRE AGREEMENT) shall survive.
The Company has no obligation to repurchase Products or accept returns due to termination, except with respect to Products that arrive damaged and are reported within seven (7) calendar days of delivery pursuant to the terms above.

Termination does not affect accrued rights to payment or remedies for prior breaches.

CONFIDENTIAL INFORMATION

Each party agrees to keep confidential any non-public, proprietary, or confidential information disclosed by the other party and to use such information only for purposes of this Agreement (“Confidential Information”).

Each party will:

Use at least reasonable measures to protect the other party’s Confidential Information;
Disclose Confidential Information only to employees, agents, or professional advisors who need to know and are under a duty of confidentiality; and
Not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the disclosing party’s written consent.

Confidential Information does not include information that:

Becomes public through no fault of the receiving party;
Was already known to the receiving party without obligation of confidentiality; or
Must be disclosed by law, court order, or regulatory authority (provided the receiving party gives notice to the extent legally permitted).

NOTICE

Any notice required or permitted under this Agreement must be in writing and may be delivered:

Personally;
By pre-paid first-class mail; or
By email.

Notices to the Company should be sent to:

Seraphic Skincare, Inc.
8400 N Magnolia Ave, Ste N
Santee, California 92071
Email: info@seraphic-skincare.com

Notices will be deemed received:

At the time of delivery, if delivered personally;
Forty-eight (48) hours after mailing, if sent by first-class mail;
At the time of transmission, if sent by email and no error/bounce is received.

“Business Hours” means 9:00 a.m. – 4:00 p.m. Pacific Time, Monday through Friday (excluding Company holidays).

INDEMNIFICATION

Vendor agrees to indemnify, defend, and hold harmless the Company, its subsidiaries and affiliates, and their respective directors, officers, employees, agents, partners, members, shareholders, and owners from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Any breach by Vendor of any representation, warranty, covenant, or obligation under this Agreement;
Any misuse of the Company’s name, trademarks, logos, or brand assets;
Any content on Vendor’s website or marketing channels not provided by the Company, including, without limitation, unapproved claims, images, or statements;
Vendor’s failure to provide adequate disclaimers or instructions to customers;
Vendor’s violation of any applicable law or regulation;
Vendor’s gross negligence or willful misconduct.

If any action or proceeding is brought against the Company based on matters covered by this indemnity, Vendor will defend the Company at Vendor’s expense using counsel reasonably satisfactory to the Company. The Company need not have paid any claim in order to be defended or indemnified.

If any action is brought against Vendor due solely to the actions of the Company or its manufacturers, and not due to any action or omission by Vendor, Vendor shall promptly notify the Company and allow the Company and/or its liability insurer to assume defense of such claim, in the Company’s discretion.

Vendor understands that the Company’s liability insurance is intended for the benefit of the Company and may extend to Vendor as specified in the policy, but not to third parties.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO VENDOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THEIR USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY’S TOTAL AGGREGATE LIABILITY TO VENDOR FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY VENDOR TO THE COMPANY FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

GOVERNING LAW

All matters relating to this Agreement and any dispute or claim arising out of or relating to it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of or relating to this Agreement that is not subject to arbitration (as provided below) shall be instituted exclusively in the federal courts of the United States or the state courts of California located in the City of San Diego, County of San Diego. Vendor waives any and all objections to jurisdiction and venue in such courts.

ARBITRATION AND CLASS ACTION WAIVER

If you have any dispute or claim with the Company, you agree to first contact us at info@seraphic-skincare.com and attempt to resolve the matter informally.

If the dispute cannot be resolved informally, both parties agree to submit any claim, dispute, or controversy arising out of or relating to this Agreement (excluding claims for injunctive or other equitable relief related to intellectual property or confidentiality) to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

Unless both parties agree otherwise:

The arbitration will be conducted in San Diego County, California;
Each party will be responsible for its own AAA filing, administrative, and arbitrator fees except as otherwise provided by AAA rules or applicable law;
The arbitrator’s award may include costs of arbitration, reasonable attorneys’ fees, and reasonable expert witness costs, and may be entered as a judgment in any court of competent jurisdiction.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS.

BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by the Company to assert a right or provision shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with the Company’s Website Terms of Use, Privacy Policy, the Display Liability Waiver with respect to Displays, and any other signed agreements that incorporate this Agreement by reference, constitutes the entire agreement between Vendor and the Company with respect to Vendor’s wholesale purchase and resale of Products.

This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter hereof.

No amendment or modification of this Agreement is binding unless made in a writing signed by authorized representatives of both the Company and Vendor.

All rights and remedies under this Agreement are cumulative and in addition to any rights and remedies available at law or in equity.

Seraphic Skincare