WHOLESALE TERMS AND CONDITIONS AGREEMENT

Effective Date: 9/21/2026

This Wholesale Terms and Conditions Agreement (the "Agreement") governs all sales of products by Simple Body ("Company") to any approved wholesale buyer ("Retailer," "Stockist," or "Buyer"). By submitting a wholesale application, placing a purchase order, or accepting delivery of products, Buyer explicitly agrees to be bound by the terms outlined herein.

1. ACCOUNT ELIGIBILITY & APPROVAL

• Business Verification: To qualify for a wholesale account, Buyers must submit a completed Wholesale Application, a valid state-issued Resale Certificate (Tax ID), and proof of an active brick-and-mortar storefront or independent, approved e-commerce platform.
• Right of Refusal: Company reserves the absolute right to approve or reject any applicant, or terminate existing accounts at its sole discretion, without providing cause.

2. MINIMUM ORDER REQUIREMENTS (MOQ)

• Opening Orders: There is no minimum threshold for opening orders.
• Reorders: There is no minimum financial threshold for all subsequent replenishment orders however, to qualify for free shipping you must spend a minimum of $200.00 USD.
• Adjustments: Company reserves the right to modify minimum order quantities and values at any time upon thirty (30) days' written notice to the Buyer.

3. MINIMUM ADVERTISED PRICE (MAP) POLICY

• Unilateral Policy: To preserve brand equity and margins, Company maintains a strict, unilateral Minimum Advertised Price ("MAP") policy. Retailers may not advertise Company products online or in print at a price lower than the Manufacturer’s Suggested Retail Price (MSRP) established by the Company.
• Sales and Promotions: Retailers are permitted to offer temporary discounts (not to exceed 20% off MSRP) only during major seasonal holidays, provided they obtain prior written consent from the Company at least ten (10) business days before the promotional launch.
• Violations and Enforcement: In the event of a MAP violation, Company will issue a written warning requiring correction within twenty-four (24) hours. Failure to comply, or repeated violations, will result in the immediate and permanent suspension of the wholesale account and the cancellation of all unfulfilled purchase orders.

4. TERRITORY & CHANNEL RESTRICTIONS

• Authorized Venues: Buyer is authorized to sell Company products exclusively at the physical brick-and-mortar retail locations and/or the specific standalone domain name (e.g., www.yourboutique.com) listed in their approved Wholesale Application.
• Third-Party Marketplace Prohibition: Sale, resale, or distribution of Company products on third-party online marketplaces—including but not limited to Amazon, eBay, Walmart Marketplace, TikTok Shop, Jet, or Etsy—is strictly prohibited.
• Diversion: Buyer shall not sell or distribute products to other retailers, jobbers, or wholesalers. Any diversion of inventory to unauthorized channels constitutes a material breach of this Agreement.

5. SKINCARE QUALITY CONTROL, STORAGE, & HANDLING

• Temperature Controls: Due to the natural and active botanical formulations of Company's skincare line, Buyer must store all inventory in a clean, dry, climate-controlled environment between 60°F and 75°F (15°C to 24°C). Products must strictly be kept away from direct sunlight, dampness, and extreme heat or freezing conditions.
• Tester Management: Retailers displaying products in a physical environment must maintain immaculate, sanitary testers. Testers must be replaced immediately when they reach their expiration window, appear contaminated, or become half-empty. Buyer shall not sell tester inventory to retail clients.
• Lot Traceability & Inspection: Buyer shall not alter, obscure, or remove any batch codes, lot numbers, or expiration dates printed on product packaging. Company reserves the right to inspect Buyer’s inventory storage facilities with reasonable advance notice to verify compliance with quality control guidelines.

6. SHIPPING, LEAD TIMES, & DAMAGE CLAIMS

• Fulfillment Lead Times: Standard processing and fulfillment lead times are 5 to 7 business days from the date payment is cleared. Peak seasonal periods or bulk orders may require up to 14 business days. Lead times are estimates and not guarantees.
• Shipping Terms: Shipping charges are calculated based on the merchandise subtotal after discounts and before taxes or other fees:

• Orders from $0–$99.99: $10 shipping
• Orders from $100–$199.99: $20 shipping
• Orders of $200 or more: Free shipping

Orders shipped to Alaska or Hawaii are not eligible for flat-rate or free shipping and will be charged the actual carrier shipping cost. Simple Body does not currently ship internationally.

• Inspection Window: Buyer must thoroughly inspect all shipments immediately upon receipt. Any claims for shortages, errors, or transit damages must be submitted in writing with photographic evidence within three (3) business days of delivery. Claims made after this window will not be honored.

7. PAYMENT TERMS

• Pre-Payment Policy: All initial opening orders and standard reorders must be paid in full prior to production and shipping. Accepted forms of payment include major Credit Cards, ACH transfers, and secure bank wires.
• Net Terms: Net 30 terms are offered on a case by case basis. Please inquire: Jewels@simplebodyproducts.com if you require terms. Net terms may only be extended to major corporate accounts at the sole discretion of the Company following a rigorous credit history review.
• Late Payments: In the event that credit is extended, late payments will incur interest at a rate of 1.5% per month on the outstanding balance, plus all collection and legal fees incurred by the Company.

8. RETURNS & EXCHANGES

• Final Sale: All wholesale purchases are final sale. Company operates on a non-consignment basis and does not accept returns or exchanges for unsold inventory due to low consumer demand or store foot traffic.
• Defective Products: If a formulation or packaging component is verified by the Company to be factory defective, Company will issue a replacement or store credit, provided the issue is reported within the inspection window of 3 business days.

9. INTELLECTUAL PROPERTY

• Limited License: Company grants Buyer a non-exclusive, non-transferable, revocable license to utilize Company's product photography, trademarks, logos, and marketing copy solely for the purpose of advertising and selling the products.
• Alterations Prohibited: Buyer shall not re-label, repackage, unbox, or alter the formulas, ingredients, or primary packaging of any Company product. All items must be sold in their original, complete retail packaging to ensure regulatory compliance.