{"id":662,"date":"2021-10-27T18:30:37","date_gmt":"2021-10-27T22:30:37","guid":{"rendered":"https:\/\/www.sacredrootsalchemy.com\/storefront\/?page_id=662"},"modified":"2025-05-26T18:54:13","modified_gmt":"2025-05-26T22:54:13","slug":"wholesale-agreement","status":"publish","type":"page","link":"https:\/\/www.sacredrootsalchemy.com\/storefront\/wholesale-agreement\/","title":{"rendered":"Wholesale Agreement"},"content":{"rendered":"\n\n\n

Wholesale Agreement<\/h2>\n\n\n\n\n\n\n

This WHOLESALE AGREEMENT (this \u201cAgreement\u201d) is a legal\ncontract between you and Sacred Roots Alchemy\u00ae. By clicking the box on Sacred\nRoots Alchemy\u00ae\u2019s wholesale application page relevant to the Wholesale Agreement\n(the \u201cBox\u201d), you acknowledge that you have read and accept and agree to the\nterms and conditions of this Agreement and to be bound thereby.
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Furthermore, by clicking the Box, you represent and warrant\nthat you are legally able and duly authorized to execute this Agreement and\nthat this Agreement shall be binding upon you in accordance with its terms and\nconditions.
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1. Wholesale Agreement<\/span><\/strong>.\nThis Agreement is an authorization to resell 100% Pure & Natural bath soap and\nother related products (the \u201cProducts\u201d) manufactured and\/or distributed by Sacred\nRoots Alchemy\u00ae (\u201cSacred Roots Alchemy\u00ae\u201d), but excluding any Products that Sacred\nRoots Alchemy\u00ae excludes from re-sale, determined from time to time in its sole\ndiscretion. It is not a supply contract and does not guarantee the availability\nof Products or delivery lead time. This Agreement shall not become effective,\nand the proposed wholesaler shall have no rights hereunder, until the proposed\nwholesaler (i) has executed this Agreement by clicking the appropriate box on\nthe application page; (ii) has completed all requirements imposed by Sacred\nRoots Alchemy\u00ae; and (iii) has been notified by Sacred Roots Alchemy\u00ae that it\nhas been approved and accepted as an authorized wholesaler hereunder; at which\npoint, the proposed wholesaler shall become an authorized wholesaler (the\n\u201cAuthorized Wholesaler\u201d). Sacred Roots Alchemy\u00ae reserves the right to accept or\nreject any proposed wholesaler in its sole and absolute discretion. THIS\nAGREEMENT DOES NOT AUTHORIZE, AND AUTHORIZED WHOLESALER IS EXPRESSLY PROHIBITED\nFROM, SELLING OR RESELLING PRODUCTS ON EBAY, AMAZON, AMAZON MARKETPLACE,\nETSY.COM OR ANY OTHER THIRD PARTY MARKETPLACE, WITHOUT SACRED ROOTS ALCHEMY\u00ae\u2019S\nPRIOR EXPRESS WRITTEN CONSENT, WHICH MAY BE CONDITIONED OR WITHHELD IN ITS SOLE\nAND ABSOLUTE DISCRETION. ANY BREACH OF THIS PROVISION SHALL RESULT IN IMMEDIATE\nTERMINATION OF ALL OF AUTHORIZED WHOLESALER\u2019S RIGHTS HEREUNDER.<\/span><\/p>


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2. Term<\/span><\/strong>. This\nAgreement shall be in effect from the date of execution hereof by Sacred Roots\nAlchemy\u00ae, which date of execution shall be the date in which Sacred Roots Alchemy\u00ae\nnotifies the proposed wholesaler it has been approved and accepted as an authorized\nwholesaler which notification shall be incorporated into this Agreement by this\nreference, and shall continue in effect until terminated by either party in\nwriting. Sacred Roots Alchemy\u00ae reserves the right to review and\/or revoke the\nauthorization of Authorized Wholesaler at any time by providing notice of\ntermination (the \u201cRevocation Notice\u201d) to Authorized Wholesaler. Following\nprovision of such Revocation Notice or any written termination from either\nparty, Authorized Wholesaler shall thenceforth be a \u201cFormer Wholesaler.\u201d Upon\nreceipt of the Revocation Notice or termination notice, the Former Wholesaler\nmay continue to sell any Products remaining in its inventory, but shall\notherwise immediately cease and desist from any and all sale of Products.\nNotwithstanding the foregoing, Sacred Roots Alchemy\u00ae may, in its sole and\nabsolute discretion, require the Former Wholesaler to immediately return all\nProducts remaining in its inventory by providing written notice to the Former\nWholesaler. In such event, the Former Wholesaler shall promptly return all such\nProducts in new, unused and unspoiled condition and shall thereafter receive a\nrefund with respect to the returned products after giving effect to any\ndeductions and set-offs of any amounts owing to Sacred Roots Alchemy\u00ae and any\nshipping and restocking fees provided herein.<\/span><\/p>


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3. Wholesale Pricing<\/span><\/strong>.\nCurrent wholesale pricing\/discounts are visible on Sacred Roots Alchemy\u00ae\u2019s\nwebsite and automatically applied when logged into an approved wholesale\naccount. Wholesale pricing CANNOT be combined with any other \u201cconsumer\u201d\ndiscounts, promotions, incentives, or offers unless authorized. This pricing is\nsubject to review and change by Sacred Roots Alchemy\u00ae from time to time in its\nsole and absolute discretion. Sacred Roots Alchemy\u00ae does not make any pricing\ncommitments to Authorized Wholesaler.
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4. Purchasing; Payment<\/span><\/strong>.\nAuthorized Wholesaler shall be required to purchase a minimum of $300.00 of\nProducts with each purchase. Authorized Wholesaler shall order the Products by\nsubmitting a purchase through Authorized Wholesaler\u2019s account on Sacred Roots\nAlchemy\u00ae\u2019s website, which purchase must be approved by Sacred Roots Alchemy\u00ae. Sacred\nRoots Alchemy\u00ae does not guarantee the availability of Products. If an item is\nout of stock, Sacred Roots Alchemy\u00ae reserves the right to either hold the order\nuntil such out of stock Product becomes available or partially accept and\nfulfill only that portion of the order of Product it has in stock. All orders\nmust be paid in full prior to shipment. Any accrued balance remaining unpaid\nfor thirty (30) days following delivery shall incur a finance charge of 1.5%\nper month thereafter for as long as there remains any unpaid balance. In\naddition, Authorized Wholesaler shall be solely responsible for all costs of\ncollection, including without limitation actual attorneys\u2019 fees in connection\nwith past due amounts, whether or not suit is instituted. Sacred Roots Alchemy\u00ae\nmay decline to make any further deliveries to Authorized Wholesaler until all\npast due balances have been paid in full, including any finance charges.
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5. Prohibited Activities<\/span><\/strong>.\nIn addition to the other obligations provided herein, Authorized Wholesaler\nshall not: (i) make any representations. warranties, or claims regarding the\nProducts other than those made by Sacred Roots Alchemy\u00ae; (ii) use deceptive,\nmisleading or unethical representations or practices that might be detrimental\nto Sacred Roots Alchemy\u00ae; (iii) sell any Product less than three (3) months\nprior to its scheduled expiration or \u201csell by\u201d date appearing on the packaging\nfor such Product; or (iv) sell any Products wholesale or otherwise sell any\nProducts if Authorized Wholesaler knows, or has reason to suspect, that such\nthird party intends to resell the Products.<\/span><\/p>


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6. Taxes<\/span><\/strong>. Authorized\nWholesaler is required to pay all applicable sales and use taxes arising from\nthe sale of the Products hereunder. Authorized Wholesaler may submit either (a)\na valid Sales and Use Tax Registration or (b) a valid Sales and Use Tax License.\nUpon submission of such Sales Tax Exemption document, Authorized Wholesaler\nhereby represents and warrants that (i) it is purchasing the Products for\nresale, (ii) it sells such products in the normal course of its business and\n(iii) each transaction consummated hereunder is exempt from any sale or use tax\nin the jurisdiction in which Authorized Wholesaler provides the Products for\nresale. Upon receipt of an acceptable Sales Tax Exemption Document, Sacred\nRoots Alchemy\u00ae shall not withhold sales and use taxes with respect to each sale\ncovered by such Sales Tax Exemption Document; provided, however, that\nAuthorized Wholesaler hereby indemnifies and holds Sacred Roots Alchemy\u00ae and\nits members, shareholders, directors and agents harmless from all damages,\ncosts and expenses (including reasonable attorneys\u2019 fees) arising in connection\nwith any such transactions claimed as exempt. Upon request, Authorized\nWholesaler covenants and agrees to provide any necessary documentation to Sacred\nRoots Alchemy\u00ae certifying the exempt status of any transaction hereunder. The\nprovisions of this Section shall survive any termination of this Agreement.<\/span><\/p>


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7. Shipping<\/span><\/strong>.\nAll shipping costs are the sole responsibility of Authorized Wholesaler. Sacred\nRoots Alchemy\u00ae bears no responsibility for any delays or costs in connection\nwith shipping. Title to and risk of loss of the Products shall pass to\nAuthorized Wholesaler once they have been placed in the possession of the\ncarrier at Sacred Roots Alchemy\u00ae\u2019s place of business.<\/span><\/p>


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8. Rejections; Returns<\/span><\/strong>.\nAuthorized Wholesaler shall have ten (10) days from the receipt of any shipment\nof Products to inspect the same and to provide written notification to Sacred\nRoots Alchemy\u00ae of the rejection of any shipment or any part thereof. After the\nexpiration of such time, Authorized Wholesaler shall be deemed to have accepted\nthe entire shipment without defect. In the event that Authorized Wholesaler\nrejects any shipment or any part thereof, Authorized Wholesaler agrees that its\nsole remedy shall be to receive a replacement of any product so rejected. All\nrejected product or other returns must be pre-authorized. All returned product\nmust be in new, unused, and unspoiled condition. Except with respect to\ninstances of rejected shipments, or any part thereof, the returning party will\nbe responsible for shipping charges as well as a 20% handling fee for each\nreturned order.<\/span><\/p>


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9. Customization<\/span><\/strong>.\nIn the event Authorized Wholesaler desires any customized products not listed\non Sacred Roots Alchemy\u00ae\u2019s website, including any private label products, it\nmust request such product customization in writing to Sacred Roots Alchemy\u00ae. Sacred\nRoots Alchemy\u00ae shall have the right to accept or reject such customization\nrequest in its sole discretion, and, notwithstanding anything to the contrary,\nincluding any term contained in the customization request, shall not be deemed\nto have agreed to such customization until it shall have provided written\nacceptance to Authorized Wholesaler. The terms and conditions of such\ncustomization, including additional development costs, shall be separately\nagreed to by Sacred Roots Alchemy\u00ae and Authorized Wholesaler. Any customized\nproduct provided pursuant to this Section is subject to all terms contained\nherein.<\/span><\/p>


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10. Intellectual Property<\/span><\/strong>.\nAll inventions, discoveries, developments, designs, methods, processes,\ncompositions, works, concepts and ideas (whether or not patentable or\ncopyrightable or constituting trade secrets), including without limitation the\nProducts and all trademarks and trade names of Sacred Roots Alchemy\u00ae, any\ncustomized product or blends and all advertising and marketing materials,\nconceived, made, created, discussed, developed or reduced to practice by Sacred\nRoots Alchemy\u00ae, whether existing now or in the future, and whether upon Sacred\nRoots Alchemy\u00ae\u2019s own initiative or otherwise suggested, recommended, or\nrequested by Authorized Wholesaler or its clients (whether alone or with\nothers), that relates to the products of Sacred Roots Alchemy\u00ae (the\n\u201cIntellectual Property\u201d) is the sole and exclusive property of Sacred Roots\nAlchemy\u00ae. Authorized Wholesaler hereby assigns and agrees in the future to\nassign to Sacred Roots Alchemy\u00ae, its full right, title and interest in and to\nall Intellectual Property and agrees to provide, at Sacred Roots Alchemy\u00ae\u2019s\nrequest, all further cooperation which Sacred Roots Alchemy\u00ae reasonably\ndetermines is necessary or desirable to accomplish the complete transfer of the\nIntellectual Property and all associate rights to Sacred Roots Alchemy\u00ae, its\nsuccessors, assigns and nominees, and to ensure Sacred Roots Alchemy\u00ae the full\nenjoyment of the Intellectual Property. Authorized Wholesaler further agrees\nthat it shall not copy, alter, or appropriate the Intellectual Property in any\nmanner, or in any way infringe upon Sacred Roots Alchemy\u00ae\u2019s rights in and to\nthe Intellectual Property. The provisions of this Section shall survive any\ntermination of this Agreement.<\/span><\/p>


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11. Trademark Usage; Website Content<\/span><\/strong>. Authorized Wholesaler hereby consents to Sacred Roots\nAlchemy\u00ae\u2019s use of Authorized Wholesaler\u2019s trademarks and\/or logos on Sacred\nRoots Alchemy\u00ae\u2019s website or advertising materials and the identification of Authorized\nWholesaler as an Authorized Wholesaler of the Products. In addition, Authorized\nWholesaler consents to Sacred Roots Alchemy\u00ae\u2019s hypertext link from Sacred Roots\nAlchemy\u00ae\u2019s website to Authorized Wholesaler\u2019s website. Authorized Wholesaler\nhereby grants Sacred Roots Alchemy\u00ae a limited license to use such trademarks or\nlogos as provided herein throughout the term of this Agreement. Authorized\nWholesaler hereby indemnifies and holds Sacred Roots Alchemy\u00ae and its members,\nshareholders, directors and agents harmless from all damages, costs and\nexpenses (including reasonable attorneys\u2019 fees) arising in connection with Sacred\nRoots Alchemy\u00ae\u2019s use of Authorized Wholesaler\u2019s trademarks or logos pursuant to\nthe terms hereof.<\/span><\/p>


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12. LIMITED WARRANTY<\/span><\/strong>.\nSACRED ROOTS ALCHEMY\u00ae WARRANTS ALL ITS PRODUCTS AGAINST DEFECTS OF\nMANUFACTURING OR MATERIALS FOR A PERIOD OF 30 DAYS, AFTER THE DELIVERY OF THE\nPRODUCT TO AUTHORIZED WHOLESALER. THIS WARRANTY IS LIMITED TO MANUFACTURING\nDEFECTS FOUND WITHIN THE PRODUCT. SACRED ROOTS ALCHEMY\u00ae WILL NOT WARRANT\nPRODUCTS THAT EXHIBIT SIGNS OF MISUSE, ABUSE, OR NEGLECT. ALL WARRANTY CLAIMS\nARE SUBJECT TO APPROVAL OF SACRED ROOTS ALCHEMY\u00ae. THE EXCLUSIVE REMEDY UNDER\nTHIS WARRANTY IS THE REPLACEMENT OF THE PRODUCT IN ACCORDANCE WITH THE TERMS\nHEREOF. SACRED ROOTS ALCHEMY\u00ae MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR\nIMPLIED, AND HEREBY DISCLAIMS ALL OTHER SUCH WARRANTIES, INCLUDING, WITHOUT\nLIMITATION ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR\nPURPOSE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS\nAGREEMENT. ALL WARRANTY CLAIMS MUST BE SUBMITTED IN WRITING AND CONTAIN (1) A\nRECORD OF RETAIL SALE TO THE END USER; (2) A COMPLETE DESCRIPTION OF THE\nWARRANTY CLAIM, INCLUDING THE DEFECT, THE MANNER OF DISCOVERY AND THE USE OF\nTHE PRODUCT AT THE TIME OF DISCOVERY; AND (3) PHOTOGRAPHIC DOCUMENTATION OF THE\nDEFECTIVE PRODUCT. UPON RECEIPT OF A COMPLETE WARRANTY CLAIM, SACRED ROOTS\nALCHEMY\u00ae WILL SHIP, AT ITS EXPENSE, A PRODUCT REPLACEMENT, WITH PRE-PAID RETURN\nLABEL TO RETURN THE DEFECTIVE PRODUCT TO THE MANUFACTURER. SACRED ROOTS ALCHEMY\u00ae\nREQUIRES THE RETURN OF THE DEFECTIVE PRODUCT FOR INSPECTION.<\/span><\/p>


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13. LIMITATION OF LIABILITY<\/span><\/strong>. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE\nFULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SACRED ROOTS\nALCHEMY\u00ae WITH RESPECT TO ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES,\nACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS, ADJUSTMENTS, COSTS AND\nEXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS\u2019 FEES) (COLLECTIVELY\n\u201cDAMAGES\u201d) TO AUTHORIZED WHOLESALER, ANY RETAIL CUSTOMER OR OTHER THIRD PARTY\nCLAIMING BY, THROUGH OR ON BEHALF OF AUTHORIZED WHOLESALER, SHALL NOT EXCEED\nAMOUNTS PAID BY AUTHORIZED WHOLESALER TO SACRED ROOTS ALCHEMY\u00ae UNDER THIS\nAGREEMENT IN THE THREE (3) MONTHS PRECEDING SUCH CLAIM, WHETHER SUCH DAMAGES\nARE A RESULT OF SACRED ROOTS ALCHEMY\u00ae\u2019S NEGLIGENCE, ERROR, OMISSION, STRICT\nLIABILITY, BREACH OF THIS AGREEMENT OR OTHERWISE. TO THE FULLEST EXTENT\nPERMITTED BY LAW, IN NO EVENT SHALL SACRED ROOTS ALCHEMY\u00ae BE LIABLE FOR ANY\nINCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PROVISIONS OF THIS SECTION\nSHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
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14. Marketing and Advertising<\/span><\/strong>. Throughout the term hereof, any marketing or promotional\nmaterials or products bearing the name Sacred Roots Alchemy\u00ae or any other\ntrademark of Sacred Roots Alchemy\u00ae or otherwise relating to the Sacred Roots\nAlchemy\u00ae products, must be purchased from and approved by Sacred Roots Alchemy\u00ae\nin its sole and absolute discretion. All marketing and promotional tools must\ncontain the legal address and webpage of Sacred Roots Alchemy\u00ae. Authorized\nWholesaler may not in any way use, tamper, change, recreate or otherwise modify\nany trademark or service mark of Sacred Roots Alchemy\u00ae or any label or product\npackaging of the Products.
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15. Restrictions; Competition<\/span><\/strong>. Authorized Wholesaler shall at no time reverse engineer\nany Sacred Roots Alchemy\u00ae Products. Sacred Roots Alchemy\u00ae may directly and\/or\nindirectly compete with Authorized Wholesaler and may enter into a wholesale\nagreement, or any other agreement, with any third party, regardless of whether\nsuch third party competes with Authorized Wholesaler either directly or\nindirectly. This Section shall survive the termination of this Agreement, for\nany reason.<\/span><\/p><\/span>\n

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16. Relationship<\/span><\/strong>.\nThe parties agree that nothing contained in this Agreement shall create any\njoint venture, partnership, agency, or employment arrangement, and Authorized\nWholesaler shall have no authority to bind or act on behalf of the Company.<\/span><\/p>


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17. Confidentiality<\/span><\/strong>.\nAuthorized Wholesaler shall keep and maintain in the strictest confidence all\ninformation of Sacred Roots Alchemy\u00ae, including without limitation the terms of\nthis Agreement, the Intellectual Property, or other proprietary information,\ntechnical data, trade secrets or know-how, including, but not limited to, ideas,\nstrategies, research, product plans, products, services, customer lists and\ncustomers, markets, software, developments, inventions, algorithms, processes,\nformulas, technology, designs, drawings, engineering, hardware configurations,\nnetwork configurations, systems architecture, marketing, finances and any and\nall other business and non-public information, material or data relating to the\ncurrent and\/or future business and operations of Sacred Roots Alchemy\u00ae\ndisclosed to Authorized Wholesaler, either directly or indirectly, whether in\nwriting, orally, by drawings, documents, or by audio or visual observation by\nAuthorized Wholesaler, whether or not marked as \u201cconfidential\u201d or \u201cproprietary\ninformation\u201d by Sacred Roots Alchemy\u00ae. Authorized Wholesaler shall ensure the\ncompliance of all of its employees and agents with the provisions of the\ncovenants set forth in this Section. This Section shall survive the termination\nof this Agreement, for any reason.<\/span><\/p>


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18. Authority<\/span><\/strong>.\nEach individual executing this Agreement on behalf of any entity represents and\nwarrants that he or she is duly authorized to execute and deliver this\nAgreement on behalf of such entity, has all necessary authorization and that\nthis Agreement shall be binding upon such entity in accordance with its terms.<\/span><\/p>


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19. Successors and Assigns<\/span><\/strong>.\nThis Agreement may not be assigned by either party and, to the extent permitted\nby law, shall be binding upon and shall inure to the benefit of the parties\nhereto, their successors and permitted assigns and the heirs and legal representatives\nof any individual party hereto; provided, however, in the event Sacred Roots\nAlchemy\u00ae shall affect a reorganization, consolidation, merger or other transfer\nof all or substantially all of its properties, assets or business to another\nperson or entity (a \u201cSuccessor Entity\u201d), Sacred Roots Alchemy\u00ae may assign its\nrights and obligations under this Agreement to such Successor Entity by\nproviding written notice of the same to Authorized Wholesaler, which assignment\nshall constitute a novation of this Agreement whereby the Successor Entity\nshall be solely entitled to, and responsible for, the rights and obligations of\nSacred Roots Alchemy\u00ae hereunder.
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20. Entire Agreement; Amendments<\/span><\/strong>. This Agreement constitutes the entire agreement and\nunderstanding among the parties with respect to the subject matter hereof, and\nsupersedes all prior understandings and agreements, whether written or oral,\nwith respect to the subject matter hereof. This Agreement may be modified or\namended only by a written instrument executed by the parties hereto.<\/span><\/p>


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21. Counterparts<\/span><\/strong>.\nThis Agreement may be executed in any number of counterparts by original or\nfacsimile signature, each of which shall be deemed an original, but all of\nwhich together shall constitute one instrument.<\/span><\/p>


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22. Notices<\/span><\/strong>.\nAny notice or other communication required or permitted to be given hereunder\nshall be in writing by mail, facsimile, nationally recognized overnight courier\nor personal delivery and shall be deemed to have been received (i) within 72\nhours after mailing, if sent by first-class mail postage prepaid, (ii) within\n24 hours after transmission, if sent via facsimile, (iii) within 36 hours after\nmailing, if sent via overnight courier, or (iv) effective immediately, if by\npersonal service. The addresses for such communications shall be as provided on\nthe signature page hereto (or to such other address as shall be indicated in\naccordance with this Section).<\/span><\/p>


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23. Severability<\/span><\/strong>.\nIf any clause or provision of this Agreement is held to be illegal, invalid, or\nunenforceable under present or future laws, then such clause or provision will\nbe severed from this Agreement and the Agreement will be enforced to the\nfullest extent permitted by law in a manner that is consistent with the\nintentions of the parties hereto.<\/span><\/p>


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24. Governing Law; Litigation<\/span><\/strong>. This Agreement shall be construed in accordance with the\nlaws of the State of Vermont without regard to its conflict of law rules.\nShould any litigation be commenced between the parties concerning this\nAgreement, the action shall be brought in St. Albans, Vermont or the United\nStates District Court for the State of Vermont. The prevailing party in any\nlitigation shall be entitled to recover, in addition to such other relief as\nmay be granted, reasonable attorneys\u2019 fees and costs.<\/span><\/p>


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25. Exercise of Rights and Remedies<\/span><\/strong>. No delay of or omission in the exercise of any right,\npower or remedy accruing to any party as a result of any breach or default by\nany other party under this Agreement shall impair any such right, power or\nremedy, nor shall it be construed as a waiver of or acquiescence in any such\nbreach or default, or of any similar breach or default occurring later; nor\nshall any waiver of any single breach or default be deemed a waiver of any\nother breach or default occurring before or after that waiver.
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26. Time of the Essence<\/span><\/strong>.\nThe parties hereto agree that time is and shall be of the essence in each and\nevery term and condition contained herein. <\/span><\/p>\n\n

IN WITNESS WHEREOF, the Authorized Wholesaler executed this\nAgreement as of the date it clicked the Box.<\/span><\/p><\/span>\n\n

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