Wholesale & Reseller Agreement

Agreement Overview

Wholesale & Reseller Agreement

This Wholesale and Reseller Agreement (“Agreement”) governs the relationship between Emphos Group (“Supplier” or “we”) located at 9398 Coote Street, Chilliwack, BC, V2P 6B5, Canada, and any approved wholesale buyer or authorized reseller (“Reseller” or “you”) who has been granted permission to purchase EMPHOS Group products for resale or distribution.

This Agreement applies to the purchase and resale of physical and digital products offered by EMPHOS Group under an approved wholesale or reseller arrangement. Retail customers purchasing for personal use are governed by the standard Terms of Service and are not eligible for wholesale pricing.

By submitting a wholesale application, executing this Agreement, or placing a wholesale order, you agree to be bound by the terms set out herein. This Agreement supplements and incorporates by reference the Terms of Service, Privacy Policy, and all other applicable EMPHOS Group policies.

Section 1

Wholesale Account Approval

1.1 Application Process

To become an approved Reseller, you must submit a wholesale application to info@emphosgroup.com. Your application must include:

• Your full legal business name and business registration number.
• Your business address, contact information, and primary contact person.
• A description of your business and intended resale channels such as retail store, e-commerce, or distribution.
• Your anticipated monthly or annual order volume.
• Any relevant business licenses, resale certificates, or tax exemption documentation applicable in your jurisdiction.

1.2 Approval Discretion

EMPHOS Group reserves the right to approve or decline any wholesale application at its sole discretion and without obligation to provide a reason. Approval of a wholesale account does not constitute an exclusive arrangement unless separately agreed in writing.

1.3 Account Maintenance

Wholesale accounts are subject to periodic review. EMPHOS Group reserves the right to modify, suspend, or terminate your wholesale account if you fail to meet minimum order requirements, violate any term of this Agreement, or engage in conduct detrimental to the brand or business.

Section 2

Pricing and Payment

2.1 Wholesale Pricing

Approved Resellers will be provided with a wholesale price list upon account approval. Wholesale pricing is confidential and must not be disclosed to retail customers or third parties. All prices are in Canadian Dollars (CAD) unless otherwise agreed in writing.

EMPHOS Group reserves the right to modify wholesale pricing at any time with a minimum of 30 days’ written notice to active Resellers.

2.2 Minimum Order Requirements

Wholesale orders are subject to minimum order quantity (MOQ) and minimum order value (MOV) requirements as communicated in your wholesale price list. Orders that do not meet minimum requirements may be declined or may be subject to standard retail pricing.

2.3 Payment Terms

Unless otherwise agreed in writing, payment for wholesale orders is due in full at the time of order placement. For approved Resellers with an established track record, net payment terms such as Net 15 or Net 30 may be offered at EMPHOS Group’s discretion.

Late payments are subject to interest at a rate of 1.5% per month (18% per annum) on the outstanding balance.

2.4 Taxes

Wholesale prices are exclusive of all applicable federal and provincial taxes including GST/HST/PST. You are responsible for all applicable taxes on your purchases. Where you hold a valid resale certificate or tax exemption applicable in your jurisdiction, you must provide this documentation before placing your first order.

Section 3

Orders and Fulfillment

3.1 Order Placement

Wholesale orders must be placed through the channel designated by EMPHOS Group, such as email, wholesale portal, or another approved channel. All orders are subject to acceptance by EMPHOS Group. Orders may be declined at EMPHOS Group’s discretion, including due to inventory constraints or concerns about compliance with this Agreement.

3.2 Lead Times

Lead times for wholesale orders vary depending on order volume and product availability and will be communicated at the time of order confirmation. EMPHOS Group will make reasonable efforts to meet confirmed lead times but is not liable for delays caused by circumstances beyond reasonable control.

3.3 Shipping

Wholesale orders are shipped in accordance with the shipping arrangements agreed upon between the parties. Unless otherwise agreed, shipping costs are the responsibility of the Reseller and will be invoiced separately or included in the order total.

Risk of loss and title transfer to the Reseller upon delivery to the carrier.

Section 4

Resale and Distribution

4.1 Authorized Sales Channels

You may only resell EMPHOS Group products through the sales channels approved in your wholesale application, such as your retail store or your own e-commerce website.

You may not resell EMPHOS Group products on third-party marketplaces such as Amazon, eBay, or Etsy without prior written consent.

4.2 Minimum Advertised Price (MAP)

Resellers are required to adhere to EMPHOS Group’s Minimum Advertised Price (MAP) policy as communicated in writing. You may not advertise, list, or sell EMPHOS Group products below MAP in any channel.

Violations of the MAP policy may result in termination of your wholesale account.

4.3 Brand Standards

When reselling EMPHOS Group products, you must:

• Present and market products accurately and in accordance with EMPHOS Group product descriptions and specifications.
• Not make any false or misleading representations about EMPHOS Group products.
• Use only EMPHOS Group-approved marketing materials, images, and product descriptions unless you have created original materials approved in advance.
• Not alter, remove, or obscure any EMPHOS Group branding, labels, or product markings.
• Comply with all applicable advertising and consumer protection laws in your jurisdiction.

4.4 No White-Labelling

You may not rebrand, white-label, or present EMPHOS Group products as your own products or under any brand other than EMPHOS Group without express prior written consent.

Section 5

Returns and Defective Products

Wholesale returns are subject to separate terms from the standard consumer Refund Policy. Wholesale returns must be pre-authorized and are accepted only for:

• Products that are genuinely defective or damaged upon receipt.
• Products that were shipped in error by EMPHOS Group.

All wholesale return requests must be submitted within 14 days of delivery to info@emphosgroup.com with supporting documentation including photographs of any defect or damage.

Change-of-mind returns are not accepted for wholesale orders. Approved returns will be credited against future orders or refunded at EMPHOS Group’s discretion.

Section 6

Intellectual Property

Nothing in this Agreement grants you any right, title, or interest in EMPHOS Group trademarks, logos, copyrights, or other intellectual property beyond the limited right to resell products in their original form as described herein.

You may not register any domain name, social media handle, or business name that incorporates the EMPHOS Group name or any confusingly similar mark without prior written consent.

Section 7

Confidentiality

You agree to keep confidential all non-public information provided by EMPHOS Group in connection with this Agreement, including wholesale pricing, product roadmaps, business plans, and any other proprietary information (“Confidential Information”).

You may not disclose Confidential Information to any third party without prior written consent. These obligations survive termination of this Agreement for a period of 3 years.

Section 8

Term and Termination

This Agreement commences on the date your wholesale account is approved and continues until terminated by either party. Either party may terminate this Agreement with 30 days’ written notice.

EMPHOS Group may terminate immediately upon written notice if you:

• Breach any material term of this Agreement and fail to remedy the breach within 14 days of notice.
• Become insolvent, enter bankruptcy, or cease to carry on business.
• Engage in conduct that is harmful to EMPHOS Group’s brand, reputation, or business interests.

Upon termination, all outstanding invoices become immediately due and payable. You must cease representing yourself as an authorized EMPHOS Group Reseller and remove all EMPHOS Group branding from your sales channels.

Section 9

Limitation of Liability

To the fullest extent permitted by applicable law, EMPHOS Group’s liability to you under this Agreement shall not exceed the total amount paid by you for wholesale products in the three (3) months preceding the claim.

EMPHOS Group shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

Section 10

Governing Law

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada.

Any disputes shall be resolved exclusively in the courts of British Columbia. The parties agree to first attempt in good faith to resolve any dispute through negotiation before initiating legal proceedings.

Section 11

Contact Us

For wholesale inquiries, account applications, or questions about this Agreement, contact EMPHOS Group directly.

Emphos Group
9398 Coote Street, Chilliwack, BC, V2P 6B5, Canada
Email: info@emphosgroup.com

Please include “WHOLESALE INQUIRY” in the subject line of your message.