NON-EXCLUSIVE WHOLESALE DISTRIBUTION AGREEMENT

The RESELLER  is desirous of obtaining a non-exclusive licensing agreement for the retail distribution, sales, brand development, and marketing rights for Silkieherbs® provided by MASTER DISTRIBUTOR to RESELLER. 

  1. RESELLER  shall diligently and conscientiously use its best efforts to market and sell Silkieherbs®, and shall not assist any other person or organization that competes or intends to compete with the MASTER DISTRIBUTOR’s products during the term of this agreement.
  1. Term and Termination: This Agreement shall begin on the Effective Date and shall continue on a month-to-month basis until terminated in accordance with the provisions for termination set forth herein. Either party may terminate this Agreement at any time and for any reason or no reason upon thirty (30) days written notice (e-mail or other electronic communication will suffice). Company may terminate this Agreement immediately, without notice, if Company determines, in its sole discretion, that RESELLER has breached any of RESELLER’s obligations hereunder or Company believes in good faith that RESELLER or any related third-party is harming, blurring, or tarnishing the Company’s brand, any other trademark, service mark or trade name owned or licensed by Company or Company’s reputation. Upon termination, all rights and obligations of the parties hereunder shall be extinguished except rights and obligations which shall have accrued prior to the effective date of termination and which survive termination as of provided herein amounts due or to become due to Company and RESELLER shall survive termination. RESELLER will immediately discontinue any use of the Company’s name, trademarks, service marks brochures, and any sales literature in connection with its business.
  1. This agreement may be terminated without notice at the discretion of MASTER DISTRIBUTOR for violations of substantiated ethical business practices, ethical or criminal violations by employees or principals of RESELLER. RESELLER  recognizes that unethical, illegal, or inappropriate conduct by RESELLER  reflects upon the MASTER DISTRIBUTOR, and has the potential to do irreparable harm to MASTER DISTRIBUTOR efforts, investments, and objectives worldwide. Practices and ethical conduct include but are not limited to: violations of trade and export law, violation of FDA or FTC REGULATIONS, predatory pricing, immoral or aberrant personal conduct, or association with criminals. 
  1. RESELLER  shall be responsible for all permits, licensing, registration, and marketing expenses in establishing customers and markets for MASTER DISTRIBUTOR’s branded products. MASTER DISTRIBUTOR shall share all general use testing, support, and collateral materials with the RESELLER to promote MASTER DISTRIBUTOR’s brand, Silkieherbs®. RESELLER shall facilitate any Governmental approvals or requirements that are needed to allow the operation, sales, and successful marketing, of the MASTER DISTRIBUTOR’s branded products. 
  1. RESELLER  may attach the MASTER DISTRIBUTOR’s brand name to product packaging, reports, and sales collateral. RESELLER  has no rights, title, and/or interest under this AGREEMENT to any TRADEMARKS, trade names, distinctive packaging, and designs of MASTER DISTRIBUTOR and/or any of its AFFILIATES used on or in conjunction with RESELLER’s products. 
  1. RESELLER  acknowledges that all PATENTS, TRADEMARKS, and processes or documentation pertaining to MASTER DISTRIBUTOR and its brand Silkieherbs®, and the relevant exploitation rights are the exclusive property of MASTER DISTRIBUTOR. RESELLER  acknowledges that TRADEMARKS and brand names of MASTER DISTRIBUTOR’s products are the exclusive property of Thuan Hoa Hang Inc. 
  1. MASTER DISTRIBUTOR shall supply RESELLER  with Silkieherbs® in finished form in packaged for resale. MASTER DISTRIBUTOR represents and warrants that the PRODUCTS sold and supplied to the RESELLER hereunder shall be of good quality manufactured and fit for use pursuant to their indications and free from any defects in material and workmanship. 
  1. MASTER DISTRIBUTOR’s Silkieherbs® is considered “fit for use” if it conforms to the general performance attributes and in the specific applications outlined on the MASTER DISTRIBUTOR website. At no time may RESELLER  claim benefits not demonstrated in third-party certified LAB facilities and posted on the MASTER DISTRIBUTOR company website. MASTER DISTRIBUTOR grants permission to duplicate anything on the MASTER DISTRIBUTOR’s website for their promotion of Silkieherbs®.
  1. RESELLER  shall not repeat or publish unsubstantiated claims regarding health or curative benefits of Silkieherbs® and related products without MASTER DISTRIBUTOR’s express written permission. Silkieherbs® is sold as a Nutritional Supplement only and is not meant to diagnose, treat or cure any disease or condition. 
  1. RESELLER  shall inspect each batch of the PRODUCT which will be considered accepted unless RESELLER  gives written notice to MASTER DISTRIBUTOR within fourteen  (14) consecutive days after receiving each shipment and MASTER DISTRIBUTOR shall promptly review any written claim of non-conformity made by RESELLER received within said deadline. 
  1. All claims made by RESELLER regarding quantity or specifications of the PRODUCTS shall be handled on a case by case basis during which time MASTER DISTRIBUTOR has the right to first inspect any quantity of the PRODUCTS involved before being required to take any action with respect thereto. If such review and testing by MASTER DISTRIBUTOR confirm that a claimed quantity of the PRODUCT did not as of the date of shipment meet its required specifications due to fault or negligence of Manufacturer and, therefore, is not suitable for sale, then RESELLER  shall deliver such quantity involved as MASTER DISTRIBUTOR shall direct in writing and at MASTER DISTRIBUTOR expense, and MASTER DISTRIBUTOR shall, in its sole opinion, replace such quantity of PRODUCTS with conforming PRODUCTS free of charge, or grant RESELLER  full credit for the amount involved, and this shall be MASTER DISTRIBUTOR'S sole and exclusive remedy for such Product’s nonconformity. 
  1. In no event is MASTER DISTRIBUTOR liable to RESELLER  for any lost profits or any other incidental or consequential damages in connection with any such PRODUCT claims or causes of action.
  1. RESELLER  shall abide by the payment and shipment terms agreed to at the time of acceptance of the order. Current terms are highlighted on MASTER DISTRIBUTOR’s website. 
  1. RESELLER shall jointly and severally indemnify Ann Tam and Thuan Hoa Hang Inc, its officers and unit holders against any and all liabilities accrued through the performance and/or breach of this agreement. 
  1. This AGREEMENT shall be enforced by RESELLER  and by the MASTER DISTRIBUTOR. RESELLER  and MASTER DISTRIBUTOR shall submit to arbitration in the event of an irreconcilable dispute prior to seeking relief in a court of law. If arbitration fails to provide an agreeable resolution to the dispute, either equitable relief or damage at law or both may be sought for breaches or threatened breaches of this agreement. The prevailing party will be entitled to recover reasonable attorney fees and all court costs, and shall be in accordance with the laws of the State of California. 
  1. MASTER DISTRIBUTOR and RESELLER Responsibilities: RESELLER must maintain a current business license certificate (or state equivalent) on file and provide a copy along with Tax ID, to MASTER DISTRIBUTOR. RESELLER must have either a functioning URL that is owned by the entity applying for the wholesale account and/or a brick & mortar store proof (e.g., a picture and physical address). MASTER DISTRIBUTOR will deliver inventory to the RESELLER, as agreed. MASTER DISTRIBUTOR is not involved in the actual transaction between the RESELLER and the end customer. RESELLER will be responsible for providing exemplary customer service to all actual and potential customers, including taking reasonable measures to respond to all customer inquiries. MASTER DISTRIBUTOR is not the agent of either the RESELLER or the end customer. 
  1. Representation of Product: MASTER DISTRIBUTOR retains all rights to all images of products, forms, and product pamphlets provided and retains the right to prohibit the use of any and all images, and copyright of contents provided. RESELLER may not use any of the images contained within the provided photos for any other purpose other than to gain sales. RESELLER may not use any images provided in any other medium than in or on the specified website, advertising materials, or store without prior written consent of MASTER DISTRIBUTOR. RESELLER may not alter (e.g., crop, change background colors, add text) provided photos other than to size appropriately for website and marketing materials. RESELLER must describe the product in the appropriate category and may not represent the product in other categories or for other uses, without prior authorization from MASTER DISTRIBUTOR. 
  1. Storage of Product: RESELLER agrees to store unopened products in a clean, dry, shaded, and smoke‐free location. 
  1. Web Commerce: MASTER DISTRIBUTOR strictly prohibits reselling all products on 3rd party sites (e.g. Amazon.com, Ebay.com, Walmart.com, etc.). No products purchased from MASTER DISTRIBUTOR shall be resold by RESELLER through any location other than RESELLER’s URL or brick and mortar store unless prior written consent has been obtained from MASTER DISTRIBUTOR. If RESELLER resells via prohibited 3rd party, MASTER DISTRIBUTOR and RESELLER relationship will be terminated. RESELLER is strictly prohibited from using Silkieherbs® trademarked name or any related trademarked names for any Paid Media channels such as paid-search or paid-social without the express written authorization of MASTER DISTRIBUTOR.

  1.  Minimum Order Requirements: Silkieherbs® Herbal Pills require a minimum initial order of $1000.00 and a minimum reorder of $500.00. Silkieherbs® Herbal Tea minimum initial order of 24 bags and a minimum reorder of 12 bags. Silkieherbs® Herbal Steamer minimum initial order of 24 bags and a minimum reorder of 12 bags. All orders are placed on our website: www.silkieherbs.com

  1. MSRP: Products or goods purchased from MASTER DISTRIBUTOR shall only be sold at the manufacturer’s suggested retail price (MSRP). 
  1. Confidentiality: Wholesale prices and price lists of the MASTER DISTRIBUTOR’s products are confidential and for the use of the RESELLER only. Publishing or revealing the wholesale pricing of the MASTER DISTRIBUTOR’s product line outside of the business of the RESELLER is strictly forbidden without prior written consent from the MASTER DISTRIBUTOR. Failure to preserve the MASTER DISTRIBUTOR’s confidentiality in its wholesale pricing will result in the immediate and permanent termination of the wholesale status of the RESELLER. The MASTER DISTRIBUTOR reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.
  1. Billing: MASTER DISTRIBUTOR is not extending credit terms. All orders must be accompanied by payment in full. You may order inventory from MASTER DISTRIBUTOR using a credit card or PayPal payment on our website http://www.silkieherbs.com.  COD payments are not accepted. 
  1. Sales and Tax: RESELLER agrees that it is the sole responsibility of RESELLER to collect, report and remit all taxes to the correct tax authority for all business transactions, sales, or revenue stemming from the sales of the MASTER DISTRIBUTOR's products. RESELLER further agrees that MASTER DISTRIBUTOR is not obligated to determine whether a sales tax applies and is not responsible to collect, report or remit any tax information arising from any transaction involving the images or photos provided.
  1. Errors, Returns, and Warranty: Order errors and/or defects must be brought to MASTER DISTRIBUTOR's attention within five (5) business days of receipt of shipment by RESELLER. MASTER DISTRIBUTOR will not send a knowingly defective product to a RESELLER. We will accept returns on undamaged products with a Return Authorization Number (RAN). Returns up to 60 days from invoice will be charged a 20% restocking fee. We will not accept returns without a RAN, or after 60 days from invoice. This policy includes order delivery refusals. Please contact Customer Service at (714) 839-3661 for more information or to obtain a RAN. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to product defects during the first 30 days after sale, we will work with you to find a resolution. RESELLER acknowledges that MASTER DISTRIBUTOR shall not be liable for any claims for any Silkieherbs® products that were not sold in the untampered, original packaging of Silkieherbs®.
  1. Disclaimer of Warranties: MASTER DISTRIBUTOR cannot guarantee variances in color or shade of product or packaging. MASTER DISTRIBUTOR hereby disclaims all express and implied warranties, including, without limitation, implies warranties of merchantability for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between RESELLER and MASTER DISTRIBUTOR and shall not apply to products sold by MASTER DISTRIBUTOR. Wholesale pricing and original ingredients are subject to change based on cost, supply and demand. 
  1. Limitation of Liability: RESELLER acknowledges that the MASTER DISTRIBUTOR shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses (even if MASTER DISTRIBUTOR has been advised of the possibility of such damages), or personal injuries or death resulting from use or sale of the MASTER DISTRIBUTOR merchandise.
  1. Indemnification: RESELLER, at RESELLER’s expense, shall indemnify, defend and hold harmless, Company against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney';s fees, based upon or in connection with (i) any breach or alleged breach of RESELLER’s representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of RESELLER hereunder, (iii) RESELLER’s website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement; (iv) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by RESELLER pertaining to Company’s products and/or services; and (v) claims of international (non-USA) origin for product warranty, liability, and/or defects; i.e. Company reserves the sole, absolute and exclusive right to honor or not to honor any or all of Company’s product warranties with respect to any claims originating from outside of the United States of America.
  1. No Liability for Outside Vendors: MASTER DISTRIBUTOR shall not be liable for any work performed by any third party vendor referred by MASTER DISTRIBUTOR and hereby RESELLER waives any right to assert any claim against MASTER DISTRIBUTOR for work performed by any other third party or vendor, including but not limited to claims for negligent referral, agency, or respondeat superior
  1. Use of Products: Products made and/or sold by MASTER DISTRIBUTOR are intended to be for adult use and/or under adult supervision only. MASTER DISTRIBUTOR is not responsible for any damages or injury that may occur from the use or misuse of products, and assume no liability or responsibility for damage or injury to persons, pets, or property arising from any use of any product, information, idea, or instruction contained in the materials provided. 
  1. Responsibility: MASTER DISTRIBUTOR is in no way responsible or liable for the success of the RESELLER's website or store, the accuracy, or legality of its content and operation. Further, the RESELLER has independently evaluated the desirability of participating in the MASTER DISTRIBUTOR's Wholesale Program and is not relying on any representation, guarantee, or statement other than set forth in this agreement. 
  1. Right to Modify: MASTER DISTRIBUTOR retains the right to modify this agreement at any time. Changes will not be retroactive. 
  1. Severability: If any provisions or sections of this agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

This Agreement constitutes the complete and unabridged agreement between RESELLER  and MASTER DISTRIBUTOR and supersedes all prior agreements, written or oral between the parties. The agreement may be amended by mutual written agreement under the original signature of both parties.