PurO3 Wholesale Terms & Conditions

 

Parties and Tax Notice

This Wholesale Agreement (the "Agreement") is entered into between PurO3 LLC, an Arkansas limited liability company ("PurO3"), and the reseller that signs or accepts this Agreement ("Reseller"). PurO3 and Reseller are each a "Party" and together the "Parties." By signing or accepting this Agreement, Reseller agrees to the following terms and conditions.

Tax notice. US resellers may submit a valid tax-exemption resale certificate (print or PDF copy). Resellers with a valid certificate on file will not be charged sales tax. Resellers without one may still purchase at wholesale pricing but will be charged applicable sales tax. See Section 16.

 

1. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employment relationship. Reseller will not represent itself as an agent, branch, or affiliate of PurO3, and has no authority to bind PurO3, unless PurO3 agrees in writing. This Agreement is non-exclusive and grants no exclusive territory.

 

2. Indemnification and Product Liability

2.1 Indemnity. Reseller shall defend, indemnify, and hold harmless PurO3 and its members, officers, employees, and agents from and against all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Reseller's marketing, advertising, sale, storage, handling, or support of PurO3 products; (b) any statement or claim made by Reseller or its personnel, practitioners, or affiliates about PurO3 products; (c) any consumer injury or illness alleged to result from the purchase or use of PurO3 products sold by Reseller; (d) Reseller's breach of this Agreement; or (e) Reseller's violation of any law or regulation.

 

2.2 Exception. Section 2.1 does not apply to the extent a loss is finally determined by a court to have been caused by PurO3's gross negligence or willful misconduct.

 

2.3 Procedure. PurO3 will notify Reseller of any claim for which it seeks indemnity. PurO3 may participate in the defense with counsel of its choice. Reseller may not settle any claim that admits fault by PurO3 or imposes obligations on PurO3 without PurO3's prior written consent.

 

3. Private Label

Reseller may use its own labels or containers only under a separate, signed private or custom label agreement with PurO3. Without one, all products must be sold in PurO3's original, unopened retail packaging. Reseller may not repackage, relabel, dilute, or alter any product.

 

4. Pricing and Sales Channels

4.1 Wholesale pricing. Reseller's wholesale prices are set out in PurO3's current wholesale price list, provided to Reseller separately. PurO3 may change wholesale prices on 30 days' written notice.

 

4.2 Resale pricing. Reseller is free to set its own resale prices. PurO3 may, from time to time and in its sole discretion, issue a unilateral Minimum Advertised Price (MAP) policy. Any MAP policy is a statement of PurO3's own policy, is not part of this Agreement, and does not require or seek Reseller's agreement. PurO3 may decide, on its own, whether to continue doing business with resellers that do not follow it.

 

4.3 Marketplaces. Reseller may not sell PurO3 products on online auction sites (e.g., eBay) or third-party marketplaces (e.g., Amazon, Walmart Marketplace) without PurO3's prior written permission. Fulfillment by Amazon (FBA) and any other third-party fulfillment or warehousing service are prohibited without written approval because of the storage requirements in Section 13.

 

5. Names, Domains, Social Handles, and Paid Search

Reseller may truthfully identify the PurO3 products it sells, by name, in its advertising and listings. However, Reseller may not use "PurO3" or any confusingly similar term in: (a) its business, trade, or assumed name; (b) any domain name or URL (for example, "XYZMedicalClinic.com" is acceptable; "XYZPurO3.com" is not); (c) any social media account name or handle (for example, "@PurO3Deals"); or (d) paid search advertising, including bidding on "PurO3" or similar terms as keywords or using them in ad headlines or display URLs, without PurO3's prior written permission.

 

6. Prohibited Health Claims

6.1 Flat ban. Reseller shall not make, publish, or allow any claim that a PurO3 product diagnoses, treats, cures, mitigates, or prevents any disease or medical condition, or that it is approved, cleared, or endorsed by the FDA or any government agency.

 

6.2 Scope. This ban applies to every form of communication, including websites, product listings, social media, email, print, video, broadcast, in-store displays, verbal sales statements, customer testimonials and reviews that Reseller reposts or promotes, and statements by physicians or other healthcare practitioners employed by or affiliated with Reseller.

 

6.3 No disclaimer cure. A disclaimer, "personal opinion" label, or similar statement does not make a prohibited claim permissible.

 

6.4 Permitted descriptions. Reseller may describe PurO3 products only with the approved product copy provided under Attachment A (Media & Content Usage Policy), or other copy PurO3 approves in writing.

 

6.5 Breach. A violation of this Section 6 is a material breach. PurO3 may terminate this Agreement under Section 21 without first following the steps in Section 22.

 

7. Limited Trademark License

7.1 Grant. Subject to this Agreement, PurO3 grants Reseller a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to use the PurO3 name, logo, and trademarks (the "Marks") and approved assets solely to identify, advertise, and sell genuine PurO3 products purchased from PurO3, in accordance with Attachment A and any brand guidelines PurO3 provides.

 

7.2 Conditions. Reseller shall use the Marks only in the form PurO3 provides, without alteration, and shall not combine them with any other mark. All goodwill from Reseller's use of the Marks benefits PurO3. Reseller shall not register or attempt to register any Mark, or any confusingly similar mark, domain, or handle.

 

7.3 Revocation. PurO3 may revoke or narrow this license at any time by written notice. The license ends automatically when this Agreement ends.

 

8. Marketing Compliance

Reseller shall comply with all applicable laws and standards in marketing PurO3 products, including FTC truth-in-advertising rules and FDA requirements, and with Attachment A (Media & Content Usage Policy). Unauthorized use of PurO3 content or any misleading representation is grounds for termination.

 

9. Orders

9.1 Acceptance. All orders are subject to PurO3's acceptance. PurO3 may reject or limit any order, including for credit, availability, or compliance reasons. Terms in Reseller's purchase orders that conflict with or add to this Agreement do not apply.

 

10. Payment Terms

10.1 Terms. Payment is due in full before shipment by credit card, check, money order, or ACH, unless PurO3 has approved Reseller for credit terms. Approved accounts must pay within twenty (20) days of the invoice date.

10.2 Late payment. Past-due amounts accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower. PurO3 may suspend shipments, hold open orders, or revoke credit terms while any amount is past due. Reseller shall pay PurO3's reasonable costs of collection, including attorneys' fees.

 

11. Shipping, Title, and Risk of Loss

Unless otherwise agreed in writing, products ship from PurO3's facility. Title and risk of loss pass to Reseller when PurO3 delivers the products to the carrier. Shipping dates are estimates. Reseller must report shortages or visible shipping damage within 5 business days of delivery, with photos; otherwise the shipment is deemed accepted.

 

12. Returns and Defective Products

12.1 No returns. All sales are final. PurO3 does not accept returns, exchanges, or refunds unless PurO3 approves an exception in writing, at its sole discretion.

 

12.2 Exceptions. Any exception requires a Return Merchandise Authorization (RMA) issued by PurO3 before the product is shipped back. Unless PurO3 agrees otherwise in writing, approved returns must be unopened and resalable and are shipped at Reseller's expense. Products that are opened, expired or within 90 days of expiration, private-labeled, or stored or handled in breach of Section 13 are not eligible for an exception.

 

12.3 Damaged or defective on arrival. Reseller must notify PurO3 in writing, with photos, within 10 days of delivery of any product that arrives damaged or defective. PurO3 will review the claim and may, at its option, replace the product or credit Reseller's account.

 

12.4 Sole remedy. This Section 12 states Reseller's sole remedy for defective, damaged, or non-conforming products.

 

13. Storage and Handling

13.1 Storage conditions. Reseller shall store all PurO3 products in a cool, dry environment, out of direct sunlight and away from heat sources. Refrigerated storage at 35-46°F (2-8°C) is strongly preferred. Products must never be stored above 77°F (25°C).

 

13.2 Handling. Reseller shall rotate stock on a first-in, first-out basis and shall not sell any product past its expiration date. Reseller shall not use any third-party warehouse or fulfillment service without PurO3's written approval.

 

13.3 Responsibility. PurO3 is not responsible for product degradation, quality issues, or claims caused by storage or handling after delivery to the carrier. PurO3 may request reasonable information or records to confirm compliance with this Section 13.

 

14. Recalls

If PurO3 initiates a recall, market withdrawal, or stock hold, Reseller shall promptly stop selling the affected products and follow PurO3's instructions. Reseller shall keep records sufficient to identify its customers and the lot numbers sold, to the extent permitted by law.

 

15. Insurance

15.1 Coverage. During the term and for two (2) years after, Reseller shall maintain, with insurers rated A- or better by A.M. Best: (a) commercial general liability insurance, including products-completed operations coverage, of at least USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate; and (b) if Reseller or its personnel are licensed healthcare providers, professional liability insurance of at least USD 1,000,000 per claim.

 

15.2 Certificate. Reseller's general liability policy shall name PurO3 LLC as an additional insured. Reseller shall provide a certificate of insurance before its first order and on request. Reseller shall notify PurO3 at least 30 days before any cancellation or material reduction in coverage.

 

16. Taxes and International Orders

16.1 US resellers. Reseller will not be charged sales tax if a valid tax-exemption resale certificate is on file with PurO3. A certificate is not required to buy at wholesale prices. Resellers without a valid certificate may purchase at wholesale prices but will be charged all applicable sales and use taxes. Reseller must promptly notify PurO3 if its certificate expires or is revoked.

 

16.2 International resellers. Where PurO3 is able to ship to the destination country on a Delivered Duty Paid (DDP) basis, international orders will ship DDP. PurO3 will invoice Reseller for all import duties, taxes, VAT/GST, customs, brokerage, and related fees, in addition to the product price and shipping. Where DDP shipping is not available, orders ship DAP, and Reseller is the importer of record and is responsible for all such amounts.

 

16.3 Import compliance. International resellers are responsible for ensuring that the products, their labeling, and its marketing comply with the laws of its country, including any registration, labeling, or import requirements. PurO3 may refuse orders to any destination where it cannot ship lawfully.

 

17. Disclaimer of Warranties and Limitation of Liability

17.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12, PURO3 PRODUCTS ARE PROVIDED "AS IS." PURO3 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RESELLER SHALL NOT MAKE ANY WARRANTY ON BEHALF OF PURO3.

 

17.2 Exclusion of damages. IN NO EVENT WILL PURO3 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.3 Cap. PURO3'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS WILL NOT EXCEED THE AMOUNTS RESELLER PAID PURO3 IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

 

17.4 Reseller obligations not limited. Sections 17.2 and 17.3 do not limit Reseller's payment obligations, its indemnity obligations under Section 2, or its liability for misuse of PurO3's intellectual property or confidential information.

 

18. Force Majeure

PurO3 is not liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government action, labor disputes, supply shortages, carrier delays, or failures of third parties. This Section does not excuse Reseller's payment obligations.

 

19. Intellectual Property

All trademarks, copyrights, product formulations, images, copy, and other proprietary content remain the exclusive property of PurO3. Except for the limited license in Section 7, Reseller obtains no right or license to any PurO3 intellectual property.

 

20. Confidentiality

The terms of this Agreement, PurO3's wholesale pricing, and any non-public business information PurO3 shares are confidential. Reseller may disclose them only to its employees and advisors who need to know them and are bound by similar duties, or as required by law.

 

21. Term and Termination

21.1 Term. This Agreement begins on the date PurO3 approves Reseller's account and continues until terminated under this Section.

 

21.2 Termination by PurO3. PurO3 may terminate this Agreement at any time, with or without cause, by written notice to Reseller. Termination is effective on the date stated in the notice, or immediately if no date is stated.

 

21.3 Termination by Reseller. Reseller may terminate this Agreement for any reason on thirty (30) days' written notice to PurO3.

 

21.4 Effect of termination. On termination: (a) all unpaid amounts become immediately due; (b) PurO3 may cancel any unshipped orders; (c) the license in Section 7 ends, and Reseller shall immediately stop using the Marks and PurO3 content and stop representing any affiliation with PurO3; and (d) Reseller shall stop selling and promoting PurO3 products, except that PurO3 may, in its sole discretion, buy back remaining inventory at the lower of Reseller's cost or current wholesale price, or permit a sell-through period of up to 60 days under all terms of this Agreement. No sell-through period applies when termination is for a breach of Section 6 or Section 22.

 

22. Violations and Remediation

22.1 Process. If Reseller violates this Agreement, including unauthorized reselling, improper use of PurO3 content or Marks, prohibited or unsubstantiated claims, or failure to comply with applicable law, PurO3 may, at its discretion:

1. Written notice and cure. Give written notice describing the violation. Reseller will have ten (10) business days from the notice date to correct it, remove the offending content, or provide satisfactory evidence of compliance.

2. Suspension. If the violation is not cured in time, suspend Reseller's account, restrict ordering, or hold fulfillment until it is resolved.

3. Termination. For continued or repeated violations, or failure to respond in good faith, terminate this Agreement under Section 21.

22.2 No limit on termination rights. This Section is a courtesy process that PurO3 may choose to use. It does not limit PurO3's right to terminate under Section 21.2 at any time. In cases of willful misconduct, fraud, prohibited health claims, or harm to PurO3's reputation, PurO3 may proceed directly to termination and/or legal action.

 

23. Governing Law and Venue

This Agreement is governed by the laws of the State of Arkansas, without regard to its conflict-of-laws rules. Each Party consents to the exclusive jurisdiction of, and venue in, the state and federal courts located in Washington County, Arkansas, for any dispute arising out of or related to this Agreement. PurO3 may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or enforce Sections 5, 6, or 7. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs.

 

24. Assignment

Reseller may not assign or transfer this Agreement, including by merger, change of control, or operation of law, without PurO3's prior written consent. PurO3 may assign this Agreement to an affiliate or a successor to its business.

 

25. General Provisions

25.1 Notices. Notices must be in writing and delivered by hand, nationally recognized courier, or email with confirmation of receipt, to the addresses on file with PurO3 (or as updated by notice). Notices to PurO3 must also be copied to support@puro3.com.

 

25.2 Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the rest of this Agreement remains in effect.

 

25.3 Waiver. A failure or delay in enforcing any provision is not a waiver. Any waiver must be in writing.

 

25.4 Survival. Sections 2, 10, 12.4, 13.3, 14, 15, 16, 17, 19, 20, 21.4, 23, and 25 survive termination.

 

25.5 No third-party beneficiaries. This Agreement is solely between the Parties and does not create rights for any third party.

 

25.6 Compliance with laws. Reseller shall comply with all laws and regulations that apply to its business and its sale of PurO3 products, and shall maintain all required licenses and permits.

 

25.7 Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

 

26. Entire Agreement and Attachments

This Agreement, including Attachment A (Media & Content Usage Policy), which is incorporated by reference, is the entire agreement between the Parties and supersedes all prior agreements and understandings on its subject. Wholesale pricing is provided separately, as described in Section 4.1.

If Attachment A conflicts with the body of this Agreement, the body controls. PurO3 may update Attachment A on written notice. Any other amendment must be in writing and signed by both Parties.

 

Attachment A: Media & Content Usage Policy

This policy sets out the permitted and prohibited uses of PurO3 brand assets, product copy, and marketing materials by approved resellers. It is part of the Wholesale Agreement.

1. Brand ownership. All content PurO3 provides, including product descriptions, images, videos, packaging, logos, website copy, and marketing materials, is protected by copyright and trademark law and remains PurO3's intellectual property.

2. Authorized use. PurO3 may, at its discretion, provide approved assets (images, text, and similar materials) for reseller use under the license in Section 7 of the Agreement. When it does:

• Materials may be used only as provided and may not be altered or repurposed.

• No new claims or copy edits may be made without PurO3's written permission.

• Any required attribution to PurO3 must be kept.
  
  

3. Prohibited use. Resellers may not:

• Copy product descriptions, claims, or marketing text from the PurO3 website without permission.

• Use unapproved images, logos, or videos.

• Imply affiliation with or endorsement by PurO3 in unauthorized content.

• Use "PurO3" in a business name, domain name, social media handle (e.g., @PurO3Deals), or as a paid search keyword, as described in Section 5 of the Agreement.
  
  

4. Claims and marketing standards. Resellers are responsible for ensuring all marketing complies with FTC truth-in-advertising rules and FDA requirements. Any claim that a PurO3 product diagnoses, treats, cures, mitigates, or prevents any disease or condition is prohibited, as set out in Section 6 of the Agreement. Disclaimers do not make a prohibited claim permissible.

5. Violations. Violations of this policy may result in:

• A request for immediate content removal

• Suspension or termination of reseller status

• Legal action in cases of intellectual property infringement
  
  

6. Questions and requests. For questions about permitted use or to request approved content, email support@puro3.com with the subject line "Media Use Request – " followed by your company name.