Wholesale Vendor Agreement

SERAPHIC SKINCARE, INC. WHOLESALE VENDOR AGREEMENT

 

Last Modified: May 19, 2023 

 

seraphic-skincare.com (the “Website”) is operated by Seraphic Skincare, Inc. (“we,” “us,” “our,” or “Company”). Please read the following regarding our wholesale vendor agreement (these “Terms” or the “Agreement”) carefully to understand our policies and practices regarding what we expect of all wholesale vendors.

 

You are required to read, understand, and agree to these Terms prior to purchasing any products offered by the company (the “Products”) as a wholesale vendor. We refer to you, the person who will click to accept or agree to these terms when this option is made available to you, as the “Vendor.”

 

ACCEPTANCE OF OUR WEBSITE TERMS OF USE AND PRIVACY POLICY:

 

Prior to selling placing an order for Products through our Website, all wholesale vendors are required to accept our Website Terms of Use (found at: https://wholesale.seraphic-skincare.com/pages/terms-of-use) and our Privacy Policy (found at: https://wholesale.seraphic-skincare.com/pages/privacy-policy), which are each incorporated herein by reference. By placing an order for products through our Website or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by our Terms of Use and our Privacy Policy. If you do not want to agree to our Terms of Use or the Privacy Policy, you cannot enter into this Agreement as a wholesale vendor.

 

ELIGIBILITY AS WHOLESALE VENDOR:

 

In order to become a Vendor, the following eligibility requirements must be met:

• Must be a valid United States-based business will appropriate selling credentials, as determined through the wholesale application;
• Owner and operator of such business must be at least 18 and reside in the United States;
• Shall only sell at locations approved on their wholesale application;
• Must have a current business account with the Company;
• Must not sell on any Amazon.com storefront or website; and 
• Must purchase a minimum of $150.00 in Products at a time.

 

OBLIGATIONS AS A WHOLESALE VENDOR:

 

The Vendor agrees to:

• work diligently to promote sale of the Products within the Vendor’s stores and/or websites, as applicable;
• make reasonable efforts to promote the Products within the Vendor’s stores and/or websites, as applicable, by running an advertisement campaign, demonstrations, window, and in-store display or any other way of promotion as permitted by the Company;
• give maximum exposure to the Products within the Vendor’s stores and/or websites, as applicable, and ensure that the display of the Products complies with the requirements of the Company as detailed below; 
• request reasonable technical assistance and/or training to enable the Vendor to market the Products accurately and appropriately; and
• actively promote and sell the Products only within the United States, it’s territories and possessions, and comply with all lawful requirements relating to the promotion and sale of the Products.

 

The Vendor will not:

• represent to any person that it is an agent or sole or exclusive distributor of the Company;
• pledge or purport to pledge the Company's credit, or otherwise incur any liability or potential liability on behalf of the Company.
• commit or purport to commit the Company to any contracts;
• advertise or make the Products available for sale via any third-party website unless written approval is given by the Company;
• apply for or register trademarks that include the phrase "Seraphic Skincare" or any of the Company's product names, capsule names, and sub brands;
• take any action or do anything which would or would be likely to damage the reputation or goodwill 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 set out in this Agreement in relation to the Products or otherwise mandatory under applicable law).

 

The Vendor must comply with all applicable laws, rules and regulations relating to, and must obtain all licenses, permits and approvals required in relation to:

• the marketing, promotion, and advertising of the Products; and
• import, export, distribution, sale, supply, and delivery of the Products.

 

The Vendor will not without the Company's prior written consent alter, modify, disassemble, sample or reverse engineer any of the Products except as mandated by applicable law.

 

PUBLICITY

 

Vendor agrees to not create, publish, distribute, advertise, or print any material that refers to the Company or to use our name or any of our trademark, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to supplier and receiving the Company’s written consent. Nothing contained in this Agreement shall be construed to transfer or assign any such rights to Vendor.

The Company has the legal right to refuse to sell or allow any or all its trademarked products to be sold to anyone, for any reason or no reason, including when a wholesale vendor would, in The Company’s opinion solely, cause harm to the image or marketability of the Company’s products. Notwithstanding the foregoing, the Company will abide by all applicable laws and will not discriminate against any individual based on any protected class.

 

PRICES AND PAYMENT

 

Once a wholesale application is approved, the Company will email a URL link to activate the Vendor’s online account. Upon activation, the Vendor will be able to log into their account on the Website and add Products to their cart. From there, the Vendor may checkout and purchase the Products. Orders for Products must be paid by debit card, credit card, or PayPal. A 3% transaction charge will be assessed to the Vendor for each purchase.

 

All prices shown at checkout are effective as of that time, but are subject to change without notice at any point in the future. All price sheets provided to the Vendor, either physically or digitally, may be out-of-date at a given time; the pricing and information on the Website is the most current. However, should the Vendor have any questions about the Products, please email info@seraphic-skincare.com.

 

All amounts payable under any Vendor Order Forms are exclusive of all applicable sales tax and other taxes and duties which will be payable by the Vendor (except for taxes payable on the Company's net income, which will be payable by the Company).

 

SHIPPING, DELIVERY, AND FREIGHT

 

The Company agrees to ship Products ordered within 3 business days (excluding weekends and holidays) of receiving Purchase order unless otherwise requested and approved by the Company. The Company’s processing days and hours are Monday through Friday, 9:00AM–5:00PM (Pacific Time). When an order has shipped, the Company will send an email notification to Vendor containing a tracking number that can be used to track the order’s status. Vendor understands that the tracking link may not be active for up to 48 hours after creation, and that Vendor should allow 48 hours for the tracking information to become available. Vendor will also receive an email once their order has been delivered. Vendor understands that a signature confirming acceptance of the delivery will be required for all orders over $750.00.

 

Unless otherwise agreed in writing:

 

• all Products will be delivered by the Company to the Vendor’s premises, which must be an address within the United States;
• the Company will be responsible for arranging logistics related to loading, carriage, transport, unloading, and insurance for the Products while in transit;
• risk in the Products will pass from the Company to the Vendor when the Products are delivered to the Vendor’s premises; and
• Vendor is responsible for all shipping and handling costs from FOB destination, including insurance coverage.

 

The Vendor understands that while orders typically arrive within 4–5 business days after shipping, this is an estimated timeframe and orders may arrive at a later date. Vendor understands that if they require the order on or before a date,  they are responsible for ordering in advance to allow ample time for processing and shipping of orders. Any date or dates for the delivery of the Products presented by the Company are estimates only, and the Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure event or the Vendor’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

 

INCORRECT, DAMAGED, OR LOST PRODUCTS

 

If the Company has accidentally sent incorrect Products to the Vendor, or the Products ordered by Buyer are damaged or lost in transit to the Vendor, the Company will rectify the situation by replacing the Products as quickly as possible at no expense to Vendor. However, Vendor must notify the Company of any claimed shipping error or damage within five (5) days of receipt of products; in the case of products loss in transit, the Vendor must notify the Company within seven (7) days of receiving their shipping confirmation that the products have not been received. Vendor’s failure to give such notice within that five-day period for incorrect or damaged products, or within a seven-day period for lost products (the “Inspection Periods”), shall be deemed a waiver of Vendor’s claim for incorrect, damaged, or lost shipments. If any Product is found to be damaged or incorrect, Vendor shall save all contents and packing materials and include these in the return package to the Company. The Company will arrange for the return of any incorrect or damaged products through United Parcel Service (“UPS”). In the event that Vendor returns any such incorrect or damaged products through a carrier of Vendor’s own choosing or without using the shipping label provided by the Company, then Vendor shall be responsible for all costs related to the return and shall not be eligible for reimbursement by the Company for shipping costs. Once the Company is able to confirm that the Products’ return has been processed through UPS, a replacement order will be issued. In no case will the Company issue a monetary return for incorrect, damaged, or lost products; the Vendor’s only remedy in such cases is replacement.

 

TITLE

 

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

• delivery of the Products; or
• receipt by the Company of all amounts due from the Vendor to the Company.

 

Until title to the Products has passed to the Vendor (following delivery of the Products), the Vendor shall:

• hold the Products as fiduciary agent and bailee of the Company;
• store the Products in a secure, safe, dry and clean environment separately from other products and goods;
• ensure that the Products are easily identifiable as belonging to the Company;
• not deface, destroy, alter or obscure any identifying mark on the Products or their packaging;
• ensure that no charge, lien or other encumbrance is created over the Products;
• notify the Company immediately if it becomes subject to any damage of any kind, including but not limited to water or heat damage; and
• return the Products to the Company upon demand. The Company shall be entitled, without notice, to inspect or recover possession of any Products to which it retains title.

 

The Company may bring an action or legal claim for the prices of Products, and any other amounts due under any signed agreement, notwithstanding that title to the Products has not passed to Vendor.

 

COMPLAINTS, CREDITS, AND REPLACEMENTS

 

If the Vendor is unsatisfied with any Products ordered (for any reason other than error, damage, or loss) Vendor may initiate a return from their online account page within ten (10) business days of delivery of the Products. The Company will respond to all reasonable inquiries and complaints by the Vendor relating to the quality, performance, and durability of the Products.

 

Once a return has been initiated, the Company shall send the Vendor return shipping labels and will refund the Vendor’s purchase. In the event that Vendor returns any such incorrect or damaged Products through a carrier of Vendor’s own choosing or without using the shipping label provided by the Company, then Vendor shall be responsible for all costs related to the return and shall not be eligible for reimbursement by the Company for shipping costs. Original shipping charges are not refundable, and a 10% restocking fee will be deducted from the Vendor’s refund. Products to be returned must be in resalable condition and must not show signs of use or wear.

 

RETURNS BY CUSTOMERS AND PRODUCT QUALITY ISSUES

 

Company agrees to stand behind all merchandise and replace if necessary. Vendor shall return defective Products that are returned by its customers to the Company within ten (10) business days of Vendor’s receipt of the returned Products. The Company agrees to accept all returns, issuing full refund or credit at the Company’s option.

 

NOTWITHSTANDING THE FOREGOING, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE FEDERAL OR STATE LAW.

 

The Company will not assume responsibility for Products that are shipped by the Vendor to its clients and are lost or damaged in transit.

 

PRODUCT DISCLAIMERS

 

Please be advised that the Products offered by the Company are not intended to diagnose, cure, mitigate, prevent, or treat any disease or health condition and they are not to be considered a medical device. The Company’s Products have not been evaluated by the Food & Drug Administration. The Vendor should communicate to its customers that they should test each Product formula on a small portion of skin and wait 24 hours before usage. Additionally, the Vendor agrees to communicate to its customers that the Products should never be applied to wounds, open cuts, chemical or physical burns, or similarly damaged skin. Customers should be advised to consult with a medical professional before using the Products if they are pregnant, breastfeeding, have sensitive skin or blood vessels, or are otherwise unsure if the Products are right for their unique situation.

 

By purchasing the Products, the Vendor understands and agrees that some ingredients, fabrics, and textures within our Product formulations and range may cause sensitivity in susceptible individuals and that the Company will not be held responsible for such occurrences. The Company is not liable for any individual reaction to any particular ingredient, fabric, or texture. Vendor agrees to prominently display the ingredient list of all formulations on its website and not to remove any ingredient labels from any Products. Additionally, Vendor agrees to clearly explain that all Korean-style exfoliating mitts that are sold by Vendor will deeply exfoliate the skin and may result in peeling of the skin and other physical reactions to the Products, and that such Products can cause irritation if not used according to package instructions.

 

The Vendor is responsible for providing all product disclaimers to its customers regarding any Products Vendor purchases from the Company. The Company shall not be held responsible for any claims of liability resulting from the Vendor’s lack of disclaimers accompanying any Products sold by the Vendor.

 

PRODUCT LIABILITY INSURANCE

 

In the event that Vendor’s total gross sales in a calendar year meets or exceeds $1,000.00, Vendor shall provide a copy of Product Liability Certificate Insurance and endorsement naming the Company as an additional insured upon request. Coverage must remain in effect during the entire duration of this Agreement and for three (3) months after the last delivery of the Company’s Products.

 

EXPORT CONTROL

 

Vendor acknowledges and agrees that Company’s products may be subject to the U.S. Export Administration Regulations. Vendor agrees that none of the purchased product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, unless specifically authorized by Company.

 

WHITE LABELED PRODUCTS



The Company offers “white labeling” to certain products, so that Vendors may sell the products under their own brand or branding. In order to initiate the white labeling process with the Company, a Vendor must send an email to info@seraphic-skincare.com with details regarding how they would like the products to be customized. The Company will respond with requests for additional information, if necessary, and will then provide pricing, any other important information, and next steps to the Vendor.

 

In order to purchase any white labeled products, the Vendor will be required to sign a separate agreement with specific information regarding the white labeling pricing and other details. Such separate agreement shall be in addition to the Terms herein, and in the event of any conflict in these Terms and the terms of the separate white labeling agreement, the terms of the white labeling agreement shall supersede.

 

Because white labeled products are extremely difficult to sell after customization has taken place, upfront payment is required for all white labeled products. Vendors will be required to pay their invoice for white labeling in no more than two (2) payments, the first of which will be no lower than 50% of the total invoice amount.

• In the event that the Vendor elects to pay their invoice in one (1) payment, 50% of the total invoice amount is non-refundable and production will not begin until the invoice is paid. Upon shipment of the products, the remaining 50% of the total invoice amount will become non-refundable.
• In the event that the Vendor elects to pay their invoice in two (2) payments, the first invoice payment is non-refundable and production will not begin until it is paid. Once production is complete, Vendor will be required to pay the second invoice before the products will be shipped to Vendor. Upon shipment of the products, the second invoice payment will become non-refundable.

 

Refunds are at the sole discretion of the Company and will only be considered if an issue arises that is at no fault of the Vendor. However, the Company reserves the right to conduct a thorough investigation to determine the cause of the issue, which may take several months to conduct; the timeliness of any refund delivered to the Vendor is also in the discretion of the Company.

 

TERMINATION OF WHOLESALE RELATIONSHIP

 

Vendor may cease selling the Products at any time and may deactivate their seller account on the Website at any time. However, this Agreement will continue in force until the earlier of the termination of the Agreement in accordance with the provisions of this section. This Agreement may be terminated in the following circumstances:

• either the Company or Vendor may terminate the Agreement immediately by giving written notice to the other if the other party commits any material breach of any term of the Agreement and (if such breach is capable of remedy) fails to remedy such breach within 14 calendar days of being notified in writing to do so;
• the Company may terminate the Agreement immediately by giving written notice to the Vendor if the Vendor fails to pay to the Company any amount due under the Agreement by the due date for payment;
• the Company may terminate the Agreement immediately by giving written notice to the Vendor if the Vendor fails to accept delivery of the Products; or
• either the Company or Vendor may terminate the Agreement for any other reason by giving 30 calendar days’ written notice to the other.

 

Either the Company or Vendor may terminate the Agreement immediately by giving written notice to the other if:

• the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
• an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement); or
• (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

 

The Company may terminate the Agreement immediately at any time by giving written notice to the Vendor if there is a change of control of the Vendor or any parent undertaking or holding company of the Vendor.

 

Without limiting its other rights and remedies, the Company may suspend the provision of the Products under the Agreement if the Vendor becomes subject to any of the events listed above, or if the Company reasonably believes that the Vendor is about to become subject to any of them, or if the Vendor fails to pay any amount due under the Agreement on the due date for payment.

 

Upon termination of this Agreement, all the provisions of this Agreement will cease to have effect, save that the following provisions of these terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): PUBLICITY, TITLE, PRODUCT DISCLAIMER, PRODUCT LIABILITY INSURANCE, CONFIDENTIAL INFORMATION, INDEMNIFICATION, GOVERNING LAW, ARBITRATION, WAIVER AND SEVERABILITY, AND ENTIRE AGREEMENT.

 

Termination of this Agreement will not affect either party's accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination. The Company will not purchase Products back or accept returns due to termination, unless any Product arrives damaged to Vendor and the Company is notified within seven (7) calendar days of delivery.

 

CONFIDENTIAL INFORMATION

 

Each party will keep confidential the Confidential Information of the other party and will not disclose that Confidential Information except as expressly permitted by this section of the Agreement or in a signed writing between the Company and Vendor. “Confidential Information” is defined as any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential,” described as “confidential” or reasonably understood to be confidential.

 

Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.

 

The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.

 

These obligations of confidentiality will not apply to information that:

• has been published or is known to the public (other than as a result of a breach of a Agreement);
• is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
• is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body, or stock exchange.

 

NOTICE:

 

Any notice given under this Agreement must be in writing (whether or not described as "written notice" in these Terms) and must be delivered personally, sent by pre-paid first-class mail, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address provided during the wholesale vendor registration process.

 

A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

• where the notice is delivered personally, at the time of delivery;
• where the notice is sent by first class mail, 48 hours after sending; and
• where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

 

For the purposes of this Agreement, “Business Hours” means between 9:00AM–5:00PM (Pacific Time), Monday through Friday.

 

INDEMNIFICATION:

 

Vendor agrees to indemnify and hold harmless Company and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, shareholders and owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) insofar as such losses, or actions in respect thereof, arise from or are based on:

• Any failure or breach of any representation, warranty, covenant, or agreement made by Vendor herein;
• Any misuse of Company’s name or trademark.
• Any claim related to Vendor’s website, including, without limitation, content therein not attributable to Company, or lack of product disclaimers listed.

 

If any action or proceeding is brought against Company by reason of any of the foregoing matters, Vendor shall defend Company at Vendor’s expense by counsel reasonably satisfactory to Company. Company need not have first paid any such claim in order to be defended or indemnified. In the event that any action, suit or proceeding is brought against the Vendor due to the sole actions of Company or the actions of Company’s manufacturers and not to any action or contributing failure of the Vendor, the Vendor shall at once give notice in writing to Company and provide Company with the opportunity to defend against such action. Company shall advise the Vendor within 30 calendar days if it and/or its liability insurance carrier will undertake the defense. This decision rests solely with Company. Notwithstanding the foregoing, Vendor understands that the Company’s liability insurance policy insures solely to the Vendor specified herein, not to third parties.

 

GOVERNING LAW:

 

All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, 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 related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of San Diego, and County of San Diego, although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your country or county of residence, or any other relevant country or county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

ARBITRATION:

 

If you have any issue or dispute with the Company, you agree to first contact us at info@seraphic-skincare.com and attempt to resolve the dispute with us informally. If we are not been able to resolve the dispute with you informally, both parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.

 

Unless both parties agree otherwise, the arbitration will be conducted in San Diego County, California. Each party will be responsible for paying their respective AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING 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 set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement 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 for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

 

ENTIRE AGREEMENT:

 

This Agreement, along with the Company’s general Terms of Use, Privacy Policy, Vendor Order Forms, and any other signed agreements that incorporate this Agreement by reference, constitute the sole and entire agreement between Vendor and the Company with respect to the Products, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Products. No modification of this Agreement will be binding unless in writing and signed by both the Company and Vendor. All rights and remedies hereunder are cumulative.