Vim & Vigor Wholesale Supply Agreement

Effective Date: April 2025

PLEASE READ THIS WHOLESALE AGREEMENT CAREFULLY BEFORE PLACING ANY ORDERS.

This Wholesale Supply Agreement (the “Agreement”) is entered into by and between Vim & Vigor, Inc., a California corporation (the “Supplier”), and the individual or business entity submitting a wholesale order or application through Supplier’s website (the “Customer”). Each of Supplier and Customer may be referred to as a “Party” and collectively as the “Parties.”

By checking the relevant box, submitting a wholesale application, or placing a wholesale order, Customer confirms that they have read, understood, and agreed to be bound by the terms of this Agreement as of the date such assent is provided (the “Effective Date”).

Definition of Vim & Vigor Products

For the purposes of this Agreement, "Vim & Vigor Products" shall refer to the following branded items offered by Vim & Vigor:
Collagenate®, CitriCare®, Herbal A+™, Whole Leaf Aloe Vera, Herbal Aloe Gel.

This definition may be amended from time to time to reflect updates or additions to the product line as determined by Vim & Vigor, LLC.

1. Eligibility

  • To qualify as a wholesale partner of Vim & Vigor, Customer must: Operate a valid business in the health, wellness, or beauty sectors within the United States or Canada.
  • Provide appropriate documentation, including a valid business license and resale
    certificate, as required by applicable laws.
  • Commit to upholding the reputation and brand integrity of Vim & Vigor by adhering to ethical marketing and sales practices as described herein.

2. Application Process

Prospective wholesale partners must complete and submit Vim & Vigor’s Wholesale Application Form and provide all required documentation. Supplier reserves the right, in its sole discretion, to approve or deny any wholesale application.

3. Minimum Order Requirements

  • The minimum purchase amount for each wholesale order is $200 USD.

4. Pricing and Payment Terms

  • Wholesale Pricing: Provided exclusively to approved wholesale customers and subject to change without notice. Pricing is in U.S. dollars and does not include shipping, taxes, or other applicable charges unless otherwise stated.
  • Confidentiality: Wholesale pricing is confidential and must not be disclosed to third
    parties.
  • Payment Terms: Payment is due in full at the time of order. Accepted payment methods include credit card, PayPal, and bank transfer.
  • Taxes: Customer is responsible for all applicable taxes, duties, and fees.

5. Shipping and Handling

  • Shipping Costs: Determined at checkout based on order weight and destination.
  • Delivery Time: Allow 3–10 business days for processing and delivery. Additional time may be required for large or Canadian orders.
  • Shipping Accuracy: Customer is solely responsible for providing accurate shipping
    information. Supplier is not responsible for delivery errors caused by incorrect addresses.

6. Product Restrictions and MAP Policy

  • Prohibited Resale Channels: Resale of Vim & Vigor products on third-party
    marketplaces (e.g., Amazon, eBay) is strictly prohibited.
  • Marketing Restrictions: Wholesalers may not use paid advertising (e.g., Google Ads) targeting Vim & Vigor trademarks, brand names, or URLs.
  • Minimum Advertised Pricing (MAP): The Customer agrees not to advertise, promote, or otherwise publicly display any product subject to this agreement at a price lower than the established Minimum Advertised Price (MAP), unless prior written authorization is obtained from Vim & Vigor. MAP pricing details will be provided upon acceptance into the Wholesale Program.

7. Returns and Exchanges

  • Damaged or Defective Goods: Must be reported in writing within seven (7) days of
    receipt. If approved, Customer may receive replacement products or store credit.
  • All Other Sales Final: Returns for any reason other than damage or defect will not be
    accepted.

8. Marketing and Intellectual Property

  • Brand Usage Rights: Customer is granted a limited, non-exclusive, revocable license to use Vim & Vigor trademarks, logos, and marketing materials solely for purposes of promoting and reselling Vim & Vigor products.
  • Content Approval: All custom marketing materials featuring Vim & Vigor branding
    must be submitted for prior written approval.
  • Prohibited Conduct:
    • Making false or unverified claims.
    • Implying medical treatment or cures.
    • Using Vim & Vigor branding without authorization.
    • Participating in unauthorized PPC or paid search campaigns using brand-related terms.

9. Confidentiality

Customer may receive confidential information including, but not limited to:

  • Product formulations, pricing sheets, and strategies.
  • Sales data, customer lists, and marketing plans.

Customer agrees to:

  • Maintain the confidentiality of such information.
  • Use it only to promote and sell Vim & Vigor products.
  • Not disclose or use it for personal or competitive gain.
  • Not develop or promote competing products using such information

In addition to other remedies, any violation of this section may result in immediate termination of Customer’s wholesale privileges and revocation of access to wholesale pricing, ordering portals, and future product or promotional information.

This clause shall survive termination for a period of five (5) years.

Violations may result in immediate termination, legal action, and injunctive relief.

10. Termination

Vim & Vigor may terminate this Agreement immediately if:

  • Customer breaches any term of this Agreement.
  • Customer acts in a way that damages Vim & Vigor’s brand or reputation.
  • Customer becomes inactive for more than 12 months.

Consequences may include cancellation of pending orders, loss of account access, and potential legal action. Vim & Vigor also reserves the right to revoke Customer’s access to all wholesale pricing, ordering systems, and program resources effective immediately upon termination.

11. Limitation of Liability

In no event shall Vim & Vigor be liable for any indirect, incidental, consequential, or special damages arising from the use or resale of its products. Vim & Vigor’s total liability shall not exceed the total purchase price paid by Customer for the affected products.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of California. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in the State of California. The decision of the arbitrator shall be final and binding.

13. Amendments

Vim & Vigor reserves the right to modify this Agreement at any time. Continued participation in the wholesale program following notice of changes constitutes acceptance of the revised terms.

14. Contact Information

For questions, assistance, or legal correspondence, please contact:

  • Email: support@vimandvigor.com
  • Phone: 1-800-622-8446
  • Mail: 26500 Agoura Road, Suite 244, Calabasas, CA 91302

BY SUBMITTING A WHOLESALE APPLICATION OR PLACING AN ORDER, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THE TERMS OF THIS AGREEMENT.