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Wholesale Agreement

All sales made by Vault X Ltd ("Seller") to you ("Customer") are governed by these Terms and Conditions of Sale unless otherwise indicated by Vault X Ltd in writing. Please read these Terms and Conditions of Sale thoroughly before submitting an application for wholesale pricing. Do not submit the wholesale application unless you understand these Terms and Conditions of Sale and agree to abide by them. The Seller reserves the right to amend or modify these Terms and Conditions of Sale at any time at its sole discretion. Seller shall not accept Customer’s purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing and signed by Seller and Customer.

DISTRIBUTION GRANT

Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute Vault X Ltd products subject to all Terms and Conditions of Sale set forth in this agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any Vault X Ltd products on any of the Amazon selling platforms, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk. Customer further covenants and agrees not to distribute, market or sell Vault X Ltd products to any person if the Customer knows or has any reason to believe that such Vault X Ltd product will be resold by such person, directly or indirectly, on any of the Amazon selling platform, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk. If Customer becomes aware that any person to whom Customer supplies any Vault X Ltd product is marketing or selling, or is planning to market or sell, the Vault X Ltd product on any of the Amazon selling platform, including, but not limited to, Amazon.com, Amazon.ca, and Amazon.co.uk, Customer shall immediately notify Seller and shall cease forthwith to supply such person with Vault X Ltd product.

INITIAL ORDER MINIMUM

The minimum initial order is £300 ex VAT, and must be paid to the Seller by Credit/Debit card payment, BACS, SWIFT or Wire Transfer. For initial orders 100% of the purchase price must be paid before shipping.

REORDER MINIMUM

The minimum reorder amount is £300 ex VAT. Terms may be extended by the Seller to the Customer for reorders as outlined below.

REORDER FREQUENCY

An order must be placed every 90 days to keep a wholesale account open.

CREDIT

30 days credit may be extended at Vault X discretion.

SHIPPING

Orders will generally be shipped within 5 business days of placing the order. If more lead time is needed, Customer will be notified within 2 days. Small orders (up to 10 cartons) will be shipped by the Seller via our chosen courier, UPS, DHL, FedEx or Hermes. Small orders may be shipped by our local logistics partner and may arrive in several shipments. Most small orders are shipped within 2 business days after order and payment are received. Bulk orders (10 cartons or more) will be shipped on pallets. Special orders and backorders will require additional time and can be estimated at the customer’s request on a case by case basis. Actual shipping time is contingent upon availability of product, receipt of deposit and/or credit verification. Seller will not be responsible for shipping delays caused by a carrier.

NOTICE OF DEFECTS

Customer is responsible for inspecting the merchandise upon receipt. Any product with visible damage must be noted to the delivery service upon receipt in the Customer’s warehouse. Customer shall notify Seller in writing within 14 days of customer’s receipt of the product of any claims for damages resulting from any defect in the product discovered by Customer, including, without limitation, claims related to shortages, quality, or specification. Seller shall not be responsible for shortages when shipments are directed to a third party other than Customer.

ACCEPTANCE OF LATE OR DEFECTIVE PRODUCT

Customer’s failure to provide written notice of a claim, as set forth in these Terms and Conditions of Sale, shall constitute a waiver of any claim Customer may have for damages resulting from such defects, including late delivery.

OBTAINING RETURN AUTHORISATION

For fastest return authorisation, email us with a Return Authorisation Form. Customer will receive a credit posted to their account for any such return once it is received and checked in by Seller’s warehouse. Please allow 5 to 7 days for credit posting.

CHANGES TO PRICING & PRODUCTS

Prices are subject to change without notice. All product will be shipped at the prices in effect at the time the sales invoice is raised. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability.

CONFIDENTIALITY

Wholesale prices and pricelists of the Seller’s products are confidential, and for the use of the Customer only. Publishing or revealing the wholesale pricing of the Seller’s product line outside of the business of the Customer is strictly forbidden without prior written consent from the Seller. Failure to preserve the Seller’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Customer. The Seller reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

LIMITATION OF LIABILITY

Customer acknowledges that the Seller shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if Seller has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the Sellers merchandise.

NO LIABILITY FOR OUTSIDE VENDORS

Seller shall not be liable for any work performed by any third party vendor referred by Seller and hereby waives any right to assert any claim against Seller for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondeat superior.

FORCE MAJEURE

Neither Buyer nor Seller shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, pandemics, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party's control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms and Conditions of Sale, in whole or in part.

JURISDICTION/GOVERNING LAW

Seller is headquartered in The United Kingdom. These Terms and Conditions of Sale shall be governed by and interpreted under the laws of England. If any provision of these Terms and Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Use, which shall remain in full force and effect. Customer expressly agrees that exclusive jurisdiction for any dispute with Seller, or in any way relating to these Terms and Conditions of Sale, resides in the courts of England and you further agree and expressly submit to the personal and exclusive jurisdiction of the courts of England in connection with any such dispute including any claim involving the merchandise or Seller or its affiliates, subsidiaries, employees, contractors, officers, and directors.

USE OF MATERIALS

All materials published on the Vault X Ltd website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Vault X Ltd or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the United Kingdom copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. You acknowledge that you do not acquire any ownership rights of any copyrighted material provided to you by Vault X Ltd. All trademarks, service marks, and trade names are proprietary to Vault X Ltd or the other designated owner of a posted mark. Trademarks must not be modified or altered in any way.

SOCIAL MEDIA

Customer is free to use any of the marketing materials provided by Seller for the use of marketing on social media platforms. Customer must not use obscene, explicit, racist or exclusionary language in social media posts in which Vault X is tagged. Seller reserves the right to terminate without notice the wholesale contract of any Customer deemed to have negatively impacted the Vault X brand.

MISCELLANEOUS

These Terms and Conditions of Sale constitute the entire agreement between Seller and Customer, superseding any prior agreements between Customer and Seller. The failure of Seller to exercise or enforce any right or provision of these Terms and Conditions of Sale shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and Conditions of Sale must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms and Conditions of Sale are for convenience only and have no legal or contractual effect.