Wholesale AgreementUpdated 3 days ago

WHOLESALE AGREEMENT

SECTION 1 - BRAND POSITIONING & PURPOSE

Rustic Strength is a family-owned manufacturer committed to producing high-purity, small-batch personal care and household cleaning products designed to reduce toxic burden in homes.

Retailer acknowledges that maintaining brand integrity, ingredient transparency, and consumer trust is essential to the Rustic Strength’s mission. Retailer agrees to uphold these standards in all resale activities.

SECTION 2 - APPOINTMENT

Rustic Strength appoints Retailer as a non-exclusive wholesale purchaser authorized to resell Rustic Strength products (“Products”) in accordance with this Agreement.

No territorial or channel exclusivity is granted.

SECTION 3 - ACCOUNT REQUIREMENTS

Retailer represents and warrants that:

Retailer operates a legitimate business in good standing.
Retailer maintains all required business licenses and resale certificates.
The retailer will provide a valid resale certificate prior to tax-exempt purchases.
Retailer has reviewed and agrees to comply with all Rustic Strength policies incorporated into this Agreement by referencing the links provided.

Rustic Strength reserves the right to approve, deny, suspend, or terminate any wholesale account at its sole discretion.

SECTION 4 - INCORPORATED POLICIES

Retailer acknowledges that it has been provided access to, and has had the opportunity to review, Rustic Strength’s current policies, which are incorporated into this Agreement by reference and made binding as if fully set forth herein (collectively, the “Policies”).

The Policies include:

Retailer acknowledges that it has received access to these Policies prior to execution of this Agreement and agrees to comply with them as a condition of maintaining a wholesale account.

Rustic Strength reserves the right to modify its Policies at its discretion. Updated Policies shall become effective upon written notice or publication on Rustic Strength’s website. Continued placement of wholesale orders after such publication or notice constitutes acceptance of the updated Policies.

In the event of a conflict between this Agreement and any Policy, this Agreement shall control.

SECTION 5 - PRICING & ORDERING

5.1 Wholesale Pricing

Rustic Strength reserves the right to modify pricing, policies, and requirements at its discretion. Changes will be effective upon publication or written notice. Continued purchasing constitutes acceptance.

5.2 Minimum Order Quantity (MOQ)

Rustic Strength does not currently require a minimum order quantity.

However, Rustic Strength reserves the right to implement or modify minimum order requirements at its discretion. Changes will be effective upon publication or written notice.

5.3 Payment Terms

Unless otherwise agreed in writing:

Payment is due prior to shipment.
Orders will not ship with outstanding balances.
Late payments may result in account suspension.

SECTION 6 - SHIPPING & RISK OF LOSS

Shipping costs are the responsibility of the Retailer unless otherwise agreed.
Risk of loss transfers to the Retailer upon delivery to the carrier.
Rustic Strength is not responsible for carrier delays.
Claims for lost or damaged shipments must be filed in accordance with our Shipping Issues and Resolutions Policy.
Shipping timelines are estimates, not guarantees; see the Shipping Policy.

Retailer agrees it has reviewed and understands Rustic Strength’s Shipping Policy & Shipping Issues and Resolutions Policy prior to ordering.

SECTION 7 - RETURNS & DEFECTS

No returns will be accepted.
Damaged or defective products must be reported within the timeframe stated in our Shipping Policy & Shipping Issues and Resolutions Policy.
Rustic Strength does not accept returns for unsold inventory.

Retailer agrees it has reviewed and understands Rustic Strength’s Return Policy prior to ordering.

SECTION 8 - RESALE & REDISTRIBUTION

8.1 Permitted Resale Channels

Retailer may resell Products:

a) Directly to end consumers (B2C) in original sealed packaging;
b) Through an in-store refill dispensing model;
c) To one downstream commercial purchaser (B2B), provided such purchaser complies with all applicable laws and proper handling standards.

No territorial or channel exclusivity is granted.

8.2 Limitation on Redistribution Chain

Products may not be redistributed beyond one downstream commercial transfer without prior written authorization from Rustic Strength.

Retailer shall not knowingly sell Products into multi-tier distribution chains that result in repeated commercial transfers prior to reaching the end user.

Rustic Strength reserves the right to prohibit or restrict multi-level redistribution at its discretion to protect product integrity, brand positioning, and consumer safety.

8.3 Transfer from Original Packaging

Rustic Strength Products are formulated, tested, and warranted for quality and stability only while maintained in their original sealed packaging.

Once Product is removed from its original container for any reason — including refill dispensing, repackaging, transfer to another business, or transfer to customer-supplied containers — Rustic Strength shall no longer be responsible or liable for the condition, performance, safety, stability, or regulatory compliance of the Product.

Each transfer, repackaging, or redistribution event increases the risk of contamination, degradation, or loss of traceability. Retailer assumes full responsibility for all Products following removal from original packaging.

8.4 No Privity with Downstream Purchasers

Rustic Strength has no contractual relationship with any downstream purchaser or end user beyond the original purchasing Retailer.

Retailer agrees to indemnify and hold Rustic Strength harmless from any claims arising from downstream resale, redistribution, repackaging, refill operations, or handling occurring after initial delivery to Retailer.

8.5 Title and Risk of Loss

Title to and risk of loss for all Products transfer to Retailer upon delivery to the carrier at Rustic Strength’s facility.

SECTION 9 - MINIMUM ADVERTISED PRICE (MAP) POLICY

Rustic Strength does not currently require a MAP policy.

However, Rustic Strength reserves the right to implement or modify MAP requirements at any time with reasonable notice.

SECTION 10 - BRAND & CLAIMS PROTECTION

Retailer agrees:

Not to make medical, therapeutic, or unsubstantiated claims.
Not to alter ingredient statements or product descriptions.
Not to remove lot numbers or batch identifiers.
To use approved branding assets when available.
To accurately represent Rustic Strength’s toxin-conscious positioning.

Retailer shall not create marketing materials that misrepresent Rustic Strength products.

SECTION 11 - PRODUCT HANDLING & STORAGE

11. 1 Retailer agrees to:

Store Products in clean, dry, climate-appropriate conditions.
Rotate inventory appropriately.
Not to sell expired, damaged, or compromised products.
Comply with all applicable federal, state, and local regulations.

11.2 Transfer from Original Containers
Rustic Strength Products are formulated, tested, and warranted for quality and stability only while maintained in their original sealed packaging.

Retailer may transfer Products from original bulk containers (including but not limited to drums, totes, or jugs) for refill dispensing purposes. However, once Product is removed from its original container for any reason, including but not limited to transfer into dispensing vessels, gravity bins, pumps, glass containers, refill tanks, or customer-supplied containers, Rustic Strength shall no longer be responsible or liable for the condition, performance, safety, or stability of the Product.

Rustic Strength shall not be liable for:

• Contamination
• Microbial growth
• Product degradation
• Ingredient instability
• Cross-contamination
• Improper dilution or concentration changes
• Equipment failure
• Container incompatibility
• Labeling errors
• Consumer injury or adverse reactions
• Regulatory non-compliance

arising after the Product leaves its original packaging.

Retailer assumes full responsibility and liability for all refill dispensing operations and agrees to indemnify and hold Rustic Strength harmless from any claims, damages, losses, or expenses arising from Product transfer, dispensing, or refill activities.

Rustic Strength makes no representations or warranties regarding Products once they have been transferred from their original container.

Any dilution, modification, blending, or alteration voids all representations and warranties.

11.3 Refill Station Requirements (If Applicable)

If Retailer operates a refill station or dispenses Products from bulk containers, Retailer agrees to:

• Maintain sanitary dispensing equipment and clean containers between refills
• Prevent cross-contamination between different products
• Never dilute Products unless expressly authorized in writing
• Not to mix Products with other brands or ingredients
• Clearly label all dispensed Products with accurate product names and ingredient disclosures
• Maintain lot number traceability for bulk containers
• Not refill into visibly contaminated, unsanitary, or incompatible customer-supplied containers
• Comply with all applicable local, state, and federal regulations related to refill dispensing

Retailer assumes all liability for contamination, spoilage, improper storage, improper dispensing, or consumer injury arising from refill operations.

Retailer is solely responsible for compliance with any weights-and-measures laws, labeling laws, health department requirements, or environmental regulations applicable to refill operations.

Retailer acknowledges that once Product is transferred from its original container, Rustic Strength cannot ensure lot traceability beyond the original bulk container.

11.4 No Alteration

Rustic Strength Products are formulated for sale in their original concentration and packaging. Any dilution, modification, blending, or alteration voids all representations and warranties.

11.5 Customer-Supplied Container Protection

Rustic Strength is not responsible for contamination, product instability, or consumer injury resulting from the use of customer-supplied containers.

Retailer is solely responsible for determining whether a customer-supplied container is appropriate, compatible, and sanitary for Product use.

SECTION 12 - REFILL & SANITATION COMPLIANCE

If Retailer operates a refill dispensing model or transfers Product from original containers, Retailer agrees to comply with Rustic Strength’s Refill & Sanitation Standards Policy, as provided to Retailer and as may be updated from time to time.

Retailer acknowledges that proper sanitation, equipment maintenance, and contamination prevention are essential to product integrity and consumer safety.

Failure to comply with the Refill & Sanitation Standards Policy shall constitute a material breach of this Agreement.

Rustic Strength reserves the right to modify sanitation and refill standards as necessary to protect product quality, regulatory compliance, and brand integrity. Updated standards shall become effective upon written notice or publication.

SECTION 13 - RECALL COOPERATION

In the event of a product recall or safety notice, Retailer agrees to:

• Immediately cease dispensing affected Products
• Notify customers if required
• Cooperate fully with Rustic Strength in recall procedures
• Provide documentation of lot numbers and dispensing dates

SECTION 14 - NO WARRANTY FOR BULK DISPENSING EQUIPMENT

Rustic Strength does not warrant or guarantee the performance of dispensing pumps, spouts, refill equipment, or third-party containers once Products leave Rustic Strength’s control.

SECTION 15 - INTELLECTUAL PROPERTY & BRAND PROTECTION

All trademarks, trade names, logos, service marks, product names, formulations, trade dress, proprietary packaging designs, marketing materials, photographs, and other intellectual property associated with Rustic Strength (collectively, the “Intellectual Property”) remain the sole and exclusive property of Rustic Strength.

Retailer is granted a limited, revocable, non-exclusive, non-transferable license to use Rustic Strength’s Intellectual Property solely for the purpose of marketing and reselling Products in compliance with this Agreement.

Retailer shall not:

Modify or alter Rustic Strength trademarks or branding;
Create derivative branding or confusingly similar marks;
Register or attempt to register any Rustic Strength mark or similar name;
Use Rustic Strength Intellectual Property in domain names, social media handles, paid advertisements, or online listings without written authorization;
Represent itself as an authorized distributor beyond the scope of this Agreement.

Upon termination of this Agreement, Retailer shall immediately cease all use of Rustic Strength Intellectual Property.

Unauthorized use of Rustic Strength Intellectual Property shall constitute irreparable harm entitling Rustic Strength to injunctive relief in addition to all other remedies available at law.

SECTION 16 - LIMITATION OF LIABILITY

To the fullest extent permitted by law:

Rustic Strength shall not be liable for indirect, incidental, special, consequential, or punitive damages.

Rustic Strength’s total liability shall not exceed the amount paid for the Products giving rise to the claim.

SECTION 17 - INDEMNIFICATION

Retailer agrees to indemnify and hold harmless Rustic Strength from any claims, damages, losses, or expenses arising from:

Retailer’s misuse, misrepresentation, or improper storage of Products, containers, or items sold by Rustic Strength.
Unauthorized claims made by Retailer.
Retailer’s violation of this Agreement.
Retailer’s violation of applicable laws or regulations.
Retailer’s mishandling of containers, spouts, pumps, packaging, or other items that may fail due to improper use, and storage

SECTION 18 - TERM & TERMINATION

This Agreement remains in effect until terminated.

Rustic Strength may terminate immediately for:

Unauthorized resale
MAP violations
Non-payment
Brand misrepresentation
Policy violations

Upon termination:

All unpaid balances become immediately due.
Retailer must cease use of Rustic Strength trademarks.
Rustic Strength may refuse future orders.

SECTION 19 - CONFIDENTIALITY

Retailer agrees to maintain the confidentiality of:

Wholesale pricing and/or wholesale pricing tiers
Sales and Discounts Offered
Promotional strategies
Bulk Pricing
Business practices
Product development information
Any non-public Rustic Strength information

This obligation survives termination.

SECTION 20 - GOVERNING LAW & DISPUTE RESOLUTION

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

Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration conducted in Wright County, Missouri, in accordance with the rules of the American Arbitration Association.

The prevailing party in any arbitration or legal proceeding arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

Nothing in this Section shall prevent Rustic Strength from seeking injunctive relief in a court of competent jurisdiction as provided in Section 20.

SECTION 21 - INJUNCTIVE RELIEF

Retailer acknowledges that violations involving:

Unauthorized resale
Marketplace diversion
Trademark misuse
Confidentiality breaches

may cause irreparable harm to Rustic Strength.

Rustic Strength shall be entitled to seek immediate injunctive relief, without bond, in addition to all other available remedies.

SECTION 22 - FORCE MAJEURE

Rustic Strength shall not be liable for delays caused by events beyond its reasonable control, including supply chain interruptions, raw material shortages, labor disruptions, natural disasters, or governmental actions.

SECTION 23 - INSURANCE

If Retailer redistributes bulk Product to another commercial purchaser or operates a refill dispensing model, Retailer shall maintain, at its own expense:

Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate.
Product Liability coverage is included within such a policy.

Such insurance shall:

Cover bodily injury, property damage, and product liability claims.
Be issued by a financially reputable insurer licensed in the applicable state.
Name Rustic Strength, LLC as an additional insured upon written request.

Retailer shall provide a certificate of insurance evidencing such coverage within ten (10) business days of request.

Failure to maintain required insurance shall constitute a material breach of this Agreement.

SECTION 24 - NO AGENCY; INDEPENDENT CONTRACTOR

The retailer is an independent contractor, not an agent, partner, joint venturer, employee, or representative of Rustic Strength.

Nothing in this Agreement shall be construed to create any partnership, joint venture, franchise, fiduciary, or agency relationship between the Parties.

The retailer has no authority to:

Bind Rustic Strength to any contract or obligation,
Make representations, warranties, or guarantees on behalf of Rustic Strength, or
Incur any liability in Rustic Strength’s name.

Retailer shall not hold itself out as having any authority beyond that expressly granted in this Agreement.

SECTION 25 - AMENDMENTS; NO ORAL MODIFICATIONS

This Agreement may only be modified, amended, or supplemented in a written document signed by both Parties.

No oral statements, course of dealing, email correspondence, or prior agreements shall modify or waive any provision of this Agreement unless expressly set forth in a signed written amendment.

Failure by Rustic Strength to enforce any provision shall not constitute a waiver of future enforcement.

SECTION 26 - SURVIVAL

Sections relating to indemnification, limitation of liability, confidentiality, redistribution liability, insurance, intellectual property, and dispute resolution shall survive termination of this Agreement.

SECTION 27 - ENTIRE AGREEMENT

This Agreement, together with incorporated policies, constitutes the entire agreement between the Parties.

SECTION 28 - ACCEPTANCE

BY USING OUR WEBSITE, MAKING A PURCHASE, OR OTHERWISE ENGAGING WITH OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND THE WHOLESALE AGREEMENT IN THEIR ENTIRETY, INCLUDING THE MANDATORY ARBITRATION PROVISION, CLASS ACTION WAIVER, SUBSCRIPTION POLICY, PRIVACY POLICY , CALIFORNIA PRIVACY NOTICE, SOCIAL MEDIA TERMS AND CONDITIONS, GOVERNING LAW & DISPUTE RESOLUTION, INJUCTIVE RELIEF, AND CREDIT CARD FRAUD PREVENTION PROVISIONS.

If you have any questions about these Terms of Service and/or Wholesale Agreement, please contact us at [email protected].

Rustic Strength, LLC

Email: [email protected]

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