Wholesale Registration

You must be a registered business to place wholesale orders.

By registering for a wholesale account, you are agreeing to the following Wholesale Partner Terms and Conditions

1. Grant of Rights and Restrictions

This Agreement is entered into by and between your business ("Partner") and Primal Health ("Supplier"), and governs the terms under which the Partner may purchase and resell products provided by the Supplier.

2. Product Resale

2.1 General Reseller Rights: Subject to the terms and conditions of this Agreement, the Supplier grants the Partner a non-exclusive, non-transferable right to purchase products provided by the Supplier ("Products") for resale.

2.2 Authorized Sales Channels: The Partner is expressly permitted to resell the Products solely through the Partner's own e-commerce website ("Partner Website").

2.3 Restrictions on Sales: The Partner expressly agrees to the following restrictions:
a. No Third-Party Consignment: The Partner shall not offer the Products for sale on consignment through any third-party platform or to any other reseller or distributor.
b. No Resale to Wholesalers: The Partner shall not resell the Products to any other wholesaler or distributor without the prior written consent of the Supplier.
c. No Third-Party Websites: The Partner shall not resell the Products through any third-party e-commerce website or marketplace platform. All sales must occur directly through the Partner Website.

3. Order Requirements

3.1 All purchases will require prepayment in order to be fulfilled.

3.2 Acceptance and Rejection: The Supplier shall have the sole discretion to accept or reject any order. If an order is rejected, the Supplier shall provide the Partner with notice of rejection and issue a refund within 5-7 business days.

4. Product Warranties

4.1 Supplier Warranties: The Supplier warrants that all Products are free from defects in material and workmanship at the time of delivery and conform to the contract requirements. The warranty period for Products shall be [Specify Warranty Period] from the date of delivery.

4.2 Disclaimer of Implied Warranties: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Termination

5.1 Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 10 business days of written notice from the non-breaching party.

5.2 Termination for Convenience: The Supplier may terminate this Agreement for its convenience upon written notice to the Partner. In the event of termination for convenience, the Supplier shall compensate the Partner for Products that have been purchased but not yet resold, at the agreed-upon wholesale price, less any applicable restocking fees.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, relating to the subject matter hereof. Any modifications to this Agreement must be in writing and agreed on by both parties.

8. Confidentiality

The Partner agrees to keep confidential ("Confidential Information") any non-public information disclosed by the Supplier, whether orally or in written form, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, commercial or financial information that is confidential or privileged. The Partner agrees not to disclose Confidential Information to any third party without the prior written consent of the Supplier.

9. Indemnification

The Partner agrees to indemnify and hold harmless the Supplier from and against any and all claims, damages, losses, liabilities, and expenses arising out of or relating to the Partner's resale of the Products.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.