Definitions We, Us, Our, the Company refers to Xtend-Life Natural Products (Intl.) Ltd or the Xtend-Life group of companies, as appropriate. The Program refers to the Xtend-Life Wholesale Program. You, Your refers to an applicant to or a member of the Program. Product or Products refers to products offered for sale to you by us through the Program. Country of Operation refers to the country where you have a physical place of business. The Nature of the Program and Membership Criteria The Program provides its members with a non-exclusive right to market and sell the Products subject to these Terms & Conditions. The Program is designed to support health and beauty small business owners, for example owneroperators of medical practices, beauty consultancies, gyms, fitness clubs, chiropractors, nutritional consultancies, and similar professionals. The Program is NOT a distribution agreement for selling the Products through third parties. The Program is NOT suitable for private home selling, door to door selling, telemarketing, mass market online and offline retailing, drop shipping, multi-level marketing, or private labelling. All membership applications are reviewed individually and considered on a case by case basis. A copy of a business license or an equivalent document must be provided. New members are admitted to the Program at our sole discretion. To be accepted as a member of the Program, you must agree to abide by these Terms & Conditions for the duration of your membership in the Program. Where to Sell The Products are only for sale in your Country of Operation (the country where you have a physical place of business). If you wish to sell outside of your Country of Operation (or if you have more than one Country of Operation), this requires a separate agreement with Xtend-Life. You may sell the Products only direct to consumers and only through the premises of your physical place of business. Selling the Products online is expressly prohibited unless you have a website or online store that is fully under your control AND a separate agreement with Xtend-Life has been reached to enable you to sell through this website or online store. page 1 of 5
You must not, without an explicit pre-approval by us, sell the Products through online marketplaces, mass market online or offline retail stores, auction sites or classified-ads-type sites, including, without limitation Amazon, ebay, Sears, Vitacost, iherb, and their regional businesses, branches, subsidiaries and affiliated companies. You must not sell the Products in commercial quantities to any individual or organisation without an explicit pre-approval by us. Such approval may be granted to you, for example and without limitation, when a local business wants to buy Products to provide them as gifts to their staff. Without exceptions, you must not sell the Products to anyone if you have reasons to believe that they are being purchased for the purpose of resale. Wholesale Prices and Currency As a Program member, you will have access to the Products at wholesale prices and discounts. These wholesale prices will be provided to you on your acceptance to the Program. Depending on your registered business address, wholesale prices will be provided in US dollars, New Zealand dollars or other supported currencies. Minimum Advertised Price and Actual Retail Price You must advertise the Products at prices that are at or above a certain value known as Minimum Advertised Price (MAP). MAP pricing is provided along with wholesale pricing. You are free to set retail prices as you find appropriate because the Minimum Advertised Price requirements DO NOT establish the actual retail price. The Minimum Advertised Price requirements do not apply to advertising that is only accessible within your office - the physical location where you do business. They only apply to advertising through any medium of mass communication, including, without limitation, web sites, online stores, printed or electronic advertisements, catalogues, brochures, email messages, and newsletters. You must not advertise any volume discounts or other promotions that would cause the per unit price to be advertised at less than the MAP. Product promotions with a price below the MAP may be allowed if they are advertised in conjunction with our approved promotional activities. Any Program member found in non-compliance with the Minimum Advertised Price requirements is subject to lose their wholesale account and membership of the Program. Minimum Order Quantities A Minimum Order Quantity (usually 15 units unless stated differently in a current price list) applies to all wholesale orders. This can be a combination of any Products. page 2 of 5
Payments Payments for wholesale orders must be made at the time of the order and are only accepted via the Xtend-Life web site. We accept popular credit cards (Visa, Mastercard, JCB, and American Express) and PayPal. We can also accept International Funds (Wire) Transfers. Shipping Wholesale orders are shipped directly to you from our head office and manufacturing facility in New Zealand. They are subject to the same shipping policies as other orders. Current shipping options and shipping charges are provided along with wholesale pricing. Cancellations, Returns and Refunds If you request an order to be cancelled before it has shipped, we will do this. However, if we receive your cancellation request by the time your order has shipped, the following provisions will take effect: In most cases, wholesale items are not refundable except for manufacturing defect. We recommend that you make your own return policy, as we will not be responsible for your customers returns for any reason other than manufacturing defect. Please do not have your customers contact us directly. In some cases we will accept returns within 30 days from the date of shipping. Products must be unopened and in saleable condition. You are responsible for shipping and handling fees on the original purchase (if not defective) as well as returned shipping. Items returned for any reason other than our error or manufacturing defect will be charged a 20% restocking fee. In cases of damage or manufacturing defects, please send photos to us for review. We will inspect what you have submitted and handle it accordingly. Please do not return any damaged or defective items without return instructions or authorization. Compliance with Laws You are solely responsible to comply with all applicable laws and regulations where you advertise or sell the Products. Copyright, Trademarks and Other Intellectual Property Any content items displayed on Xtend-Life web sites, in brochures, advertisements, product packaging, product information sheets, social media accounts, and any other marketing materials are to be considered copyrighted and trademarked. You may not use Xtend-Life copyrights, trademarks, logos, manufacturing images, product images, copy or other Xtend-Life information without our expressed consent. All photos, images, and product and/or Company descriptions must be current and obtained from Xtend-Life directly; they may not be copied / downloaded from an Xtend-Life web site or other internet sources, unless specifically permitted in writing by us. page 3 of 5
Xtend-Life s Reputation Xtend-Life works very hard to maintain our reputation in all respects. As a Program member, you must ensure that you are in compliance with all regulatory requirements at all times, and that all information published or shared in any way is done is such a way to protect the reputation of Xtend- Life at all times. If you become aware of any statement made or action taken by a third party that impact Xtend-Life s reputation or place us at regulatory risk in any jurisdiction, this information must be immediately shared with Xtend-Life. Term and Termination Your membership of the Program does not have a fixed term. Either you or we are entitled to cancel your participation in the Program at any time upon prior written notice to the other party, given just cause. If doing business with a Program member in a specific country, state or region could cause us a regulatory or tax problem, we reserve the right to terminate the relationship by the time this represents a risk to us. If this was to occur, we will explain the reason and provide the longest practical notice period. General Conditions You may not assign your membership in the Program to any other party. All Products are offered for sale subject to availability and subject to our acceptance of your order. We reserve the right to accept or reject any order at our sole discretion. No order shall be deemed accepted by us until we have confirmed it unconditionally in the order confirmation. To the extent permitted under applicable law, we give no express warranties and disclaim all implied warranties, and make no representations, concerning the Products or the Program and any use of the Products or participation in the Program. Subject to applicable law, we shall not be liable for any special or consequential damages that result from your participation in the Program. In no event shall our liability to you for all damages, losses, costs and expenses under whatever causes of action, whether in contract or in tort or otherwise exceed the amount paid by you, if any, for the Products relevant to the dispute. You agree to indemnify us from and against any losses, claims, liabilities, damages or expenses directly arising from a material breach of these Terms & Conditions. These Terms & Conditions shall be governed by the laws of New Zealand without regard to conflicts of law s provisions thereof. If any provision of Terms & Conditions, or portion thereof, is held to be unenforceable, the remainder of the Terms & Conditions shall continue in full force and effect. No waiver by either party of a breach of any provision of these Terms & Conditions shall operate as, or be construed to be, a waiver of any subsequent breach. The failure of either page 4 of 5
party to enforce its rights under these Terms & Conditions at any time for any period shall not be construed as a waiver of such rights. These Terms & Conditions constitute the entire agreement between you and us with respect to the Program and supersede all prior or contemporaneous understandings regarding this subject matter. Any amendment to or modification of these Terms & Conditions shall be effective without delay upon the change being advised by us, unless otherwise advised. No amendment to or modification of these Terms & Conditions by you shall be effective unless in writing and signed by both parties. I have read these Terms & Conditions of the Xtend-Life Wholesale Program and agree to abide by these Terms & Conditions if I am accepted as a member of the Program. Signature: Date: Name: Email Address: Telephone (including country and area code): Business Name: Business type: Years in business: Business certificate / certificate of incorporation must be attached to the application Briefly describe your business: Street Address: City: State / Region: Zip/Area Code: Country: Have you used Xtend-Life products? How did you hear about Xtend-Life? Products of most interest? Expected volumes (estimate)? page 5 of 5