Wholesale Terms of Sale

Wholesale purchasing is available only to approved accounts. To be approved, you must provide your legal entity name, business address, a valid resale certificate or tax exemption certificate where applicable, a completed Form W-9, and any other documentation we reasonably request. We may approve or decline any account at our discretion, and may suspend or terminate an account at any time.

You represent that you are purchasing for resale or for use as a guest amenity in the ordinary course of your business, and not as a consumer.

Orders may be placed by purchase order, by email, or through any wholesale portal we designate. Minimum opening order and minimum reorder quantities are those stated on our then-current wholesale price list. Every order is an offer to purchase and is not binding on us until we confirm it in writing or ship. We may allocate limited stock among accounts at our discretion.

Prices are those on our then-current wholesale price list. We may change wholesale pricing on 30 days’ written notice; confirmed orders are honored at the confirmed price.

Unless we have approved credit terms in writing, payment is due in full before shipment. Where credit terms are approved, payment is due net 30 days from invoice date.

Late balances accrue interest at the maximum rate permitted by Florida law. You are responsible for our reasonable costs of collection, including attorneys’ fees. We may suspend shipments, revoke credit terms, or require prepayment while any balance is past due.

You may not withhold or offset payment on account of any claim without our written agreement.

Wholesale prices are exclusive of sales, use and similar taxes. If you are claiming exemption for resale, you must provide a valid resale or exemption certificate for each applicable jurisdiction before we ship, and you must notify us promptly if it lapses or is revoked. Absent a valid certificate we will charge applicable tax. You are responsible for any tax, interest or penalty assessed against us as a result of an invalid or expired certificate you provided.

Unless agreed otherwise in writing, Products ship FOB Origin, and title and risk of loss pass to you upon delivery to the carrier. Freight is Buyer’s responsibility unless the order qualifies for a stated freight allowance.

Delivery dates are estimates. We are not liable for delays caused by events beyond our reasonable control, including supply chain disruption, manufacturing delay, carrier failure, natural disaster or governmental action.

You must inspect each shipment on arrival. Claims for shortage, visible damage or non-conforming Product must be made in writing within 10 business days of delivery, with photographs and the packing slip. Claims made after that period are waived. Concealed damage should be reported as soon as discovered.

Our sole obligation for a valid claim is, at our option, replacement of the affected Product or credit against your account.

Wholesale sales are final. Products purchased at wholesale are not returnable and are not covered by our consumer Satisfaction Guarantee. Returns are accepted only for Product that is defective, damaged in transit, or shipped in error, and only where a claim was made under Section 6. No Product may be returned without a return authorization number issued by us.

Solvyn Shield is an over-the-counter drug product. You agree to store Products in accordance with the label, in a clean, dry environment out of direct sunlight and within any stated temperature range, and to rotate stock so that Products are supplied to guests or customers well within the labeled expiration date.

You may not sell, distribute or supply expired Product, and you agree to remove expired Product from circulation.

You agree not to alter, deface, obscure, relabel, repackage, decant, dilute, or otherwise modify the Products or their packaging, labeling, Drug Facts panel, lot codes or expiration dating. You may not remove Products from their sealed single-use packaging or repackage them into any other container.

You agree not to make any claim about the Products beyond the claims appearing on our label and in our approved marketing materials. You will not represent the Products as treating, curing or preventing any condition other than as stated on the Drug Facts panel.

Approved accounts may resell or supply Products only through the channels we authorize in writing. Unless expressly approved, you may not list, sell or distribute the Products on any online marketplace, including Amazon, eBay, Walmart Marketplace, TikTok Shop, Temu or any similar platform, or through any discount, liquidation, closeout or diverter channel.

You may not transship or resell Products to another reseller or distributor without our prior written consent. Amenity, sample and promotional Product supplied at no charge is for guest use only and may not be sold.

We may terminate wholesale access and decline future orders for breach of this Section.

We grant you a limited, non-exclusive, non-transferable, revocable license to use our names, logos and approved product imagery solely to market and resell Products purchased from us, in accordance with any brand guidelines we provide. This license ends when your account ends. You may not register or use any confusingly similar mark or domain, and you may not use our marks in a way that implies endorsement of your own products or services beyond the resale relationship.

Any co-branded, custom or private-label arrangement requires a separate written agreement.

Each party will maintain commercial general liability insurance, including products and completed operations coverage, with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, with insurers rated A- or better. On request, each party will furnish a certificate of insurance. Where required by a Buyer’s standard vendor terms, we will name the Buyer as an additional insured to the extent our policy permits.

Solvyn Shield is an over-the-counter drug product and we are required to receive and evaluate reports of adverse events. You agree to notify us at info@solvynskin.com or (305) 209-8451 within 2 business days of receiving any complaint, report of an adverse reaction, or regulatory inquiry relating to the Products, and to provide the lot number and reasonable supporting detail.

If we initiate a withdrawal, correction or recall, you agree to cooperate promptly and in good faith, including identifying and quarantining affected lots, ceasing distribution, and providing distribution records within 5 business days. We will bear the reasonable direct costs of a recall caused by a defect attributable to us.

We warrant that Products, at the time of delivery, conform to their label specifications and are manufactured in accordance with applicable federal requirements for over-the-counter drug products. This warranty does not apply to Product that has been stored, handled, altered or used contrary to the label or these Wholesale Terms, or that is used after its expiration date.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE WHOLESALE TERMS.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE WHOLESALE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SOLVYN FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM.

NOTHING IN THIS SECTION LIMITS EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.

We will defend and indemnify Buyer against third-party claims for bodily injury to the extent caused by a defect in the Product as manufactured and delivered by us, or by our infringement of a third party’s intellectual property rights, provided Buyer gives prompt notice and reasonable cooperation.

You will defend and indemnify us against third-party claims arising from your storage, handling, alteration or repackaging of the Products, your marketing or claims about the Products beyond our approved materials, your resale outside authorized channels, or your breach of these Wholesale Terms.

Wholesale pricing, forecasts, formulation details and other non-public information exchanged between the parties are confidential, are to be used only for the purpose of this relationship, and may not be disclosed to third parties except to employees and advisors with a need to know who are bound by comparable obligations.

These Wholesale Terms apply from account approval until terminated. Either party may terminate for convenience on 30 days’ written notice, and either party may terminate immediately for material breach that is not cured within 15 days of written notice, or upon insolvency or assignment for the benefit of creditors.

On termination, all outstanding invoices become due, the trademark license in Section 11 ends, and you may sell through existing inventory for 60 days on the terms of Section 10 unless we direct otherwise. Sections 7, 9, 13, 14, 15, 16, 17 and 19 survive.

These Wholesale Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute through discussions between senior representatives for thirty (30) days.

If unresolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its commercial arbitration rules, seated in Miami-Dade County, Florida, before a single arbitrator. Either party may seek injunctive relief in the state or federal courts located in Miami-Dade County, Florida, to protect confidential information or intellectual property. The consumer arbitration provisions of our Terms & Conditions do not apply to wholesale accounts.

Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, franchise, employment or agency relationship, and neither party may bind the other.

No exclusivity. Unless expressly agreed in writing, no territory, channel or category exclusivity is granted.

Assignment. You may not assign these Wholesale Terms without our written consent. We may assign freely, including in connection with a merger, financing or sale of assets.

Conflicting terms. Any additional or different terms in your purchase order, vendor portal, invoice or other document are rejected and have no effect unless we accept them in a signed writing.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Severability and waiver. If any provision is unenforceable it is modified to the minimum extent necessary or severed, and the remainder continues. Failure to enforce a provision is not a waiver of it.

Notices. Notices must be in writing and sent to the addresses on file, by email with confirmation of receipt or by recognized courier.

Entire agreement. These Wholesale Terms, together with any signed agreement, approved credit application and our then-current price list, are the entire agreement regarding wholesale purchases and supersede prior discussions.

Amendment. We may update these Wholesale Terms on 30 days’ written notice. Confirmed orders are governed by the version in effect when confirmed.

• Solvyn Skin LLC
• Miami, FL 33181
• Email: info@solvynskin.com
• Phone: (305) 209-8451