This Wholesale Agreement (“Agreement”) is entered into by and between Renaissance Ribbons, Inc. (“Renaissance Ribbons”) and the undersigned wholesale purchaser (“Retailer”) as of the date of acceptance.

By purchasing products at wholesale prices from Renaissance Ribbons, Retailer agrees to the following terms and conditions:

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1. Eligibility and Approval

To qualify for wholesale pricing, Retailer must submit a current and valid resale certificate or business license, along with any other documentation requested by Renaissance Ribbons to verify wholesale eligibility. All submitted documents must be valid for the current calendar year and remain current throughout the duration of the wholesale account.

Retailer is responsible for providing updated documentation upon renewal or expiration. Failure to maintain current documentation may result in suspension or termination of wholesale purchasing privileges until valid documentation is received and approved.

Wholesale accounts are intended for independently owned brick-and-mortar quilt and fabric shops, e-commerce fabric retailers, and other approved craft-related businesses. Renaissance Ribbons reserves the right to approve or deny any wholesale application at its sole discretion.

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2. Order Minimums

There are no order minimums.

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3. Pricing, Payment and Taxes

Wholesale pricing is confidential and may not be shared with third parties.

Wholesale pricing, product availability, and freight charges are subject to change without notice.

Payment is due in accordance with terms on the invoice; late payments may result in order holds or account suspension.

Retailer is responsible for all applicable taxes unless a valid exemption certificate is on file with Renaissance Ribbons.

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4. Sales Channels

Renaissance Ribbons products may only be sold through the Retailer's approved brick-and-mortar retail location(s) and/or the Retailer's own branded e-commerce website.

Retailer shall not sell, list, advertise, or distribute Renaissance Ribbons products through any third-party online marketplace or marketplace platform without the prior written consent of Renaissance Ribbons. Prohibited sales channels include, but are not limited to:

• Amazon

• eBay

• Etsy

• Walmart Marketplace

• Faire

• Facebook Marketplace

• TikTok Shop

• Whatnot

• Poshmark

• Mercari

• Any other third-party marketplace, auction site, or resale platform

Retailer may not sell Renaissance Ribbons products to any third party for the purpose of resale without prior written authorization.

Violation of this policy may result in immediate suspension or termination of the Retailer's wholesale account, cancellation of pending orders, and revocation of wholesale pricing privileges.

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5. Brand Representation, Intellectual Property & Marketing Materials

Renaissance Ribbons may provide approved product photographs, logos, descriptions, and other marketing materials for use by authorized retailers. These materials may only be used to promote and sell genuine Renaissance Ribbons products purchased directly from Renaissance Ribbons or an authorized distributor.

Retailer may not alter, remove branding from, or create derivative works from Renaissance Ribbons marketing materials without prior written approval.

Upon termination of the wholesale relationship, Retailer agrees to discontinue use of all Renaissance Ribbons intellectual property and marketing materials.

All Renaissance Ribbons trademarks, logos, product names, artwork, photography, marketing materials, and other intellectual property remain the exclusive property of Renaissance Ribbons, Inc.

Retailer may use approved product images and marketing materials solely for the purpose of promoting and selling authorized Renaissance Ribbons products. No artwork, logos, photographs, or other materials may be altered, reproduced, or used for any other purpose without prior written consent.

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6. Returns, Claims & Manufacturer Splices

Claims for shortages, shipping damage, manufacturing defects, or incorrect shipments must be reported within seven (7) days of receipt to be eligible for replacement or credit. Unauthorized returns will not be accepted.

Retailer is responsible for inspecting all merchandise upon receipt. Failure to notify Renaissance Ribbons of any shortages, defects, or shipping damage within seven (7) days constitutes acceptance of the shipment.

Retailer acknowledges that manufacturer splices are a normal and unavoidable part of the ribbon manufacturing process. Ribbon rolls may contain one or more splices, and the presence of these splices shall not be considered a defect in the product.

Because manufacturer splices occur during production and are beyond the control of Renaissance Ribbons, Renaissance Ribbons does not guarantee splice-free rolls and will not provide replacements, refunds, credits, or other compensation for ribbon rolls containing manufacturer splices.

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7. Shipping and Risk of Loss

Shipping charges are the responsibility of the Retailer unless otherwise agreed in writing.

Ownership of and risk of loss for all products transfers to the Retailer upon delivery of the shipment to the carrier. Renaissance Ribbons is not responsible for delays, loss, or damage occurring during transit. Claims for lost or damaged shipments should be filed directly with the shipping carrier, although Renaissance Ribbons will provide reasonable assistance when possible.

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8. Product Availability and Manufacturing

Renaissance Ribbons works with domestic and international manufacturing partners to produce its products. Product availability, production schedules, colors, packaging, and specifications are subject to change without notice due to manufacturing requirements.

Estimated ship dates for preorder products are provided in good faith but are not guaranteed. Renaissance Ribbons shall not be liable for delays caused by manufacturers, suppliers, shipping carriers, customs processing, tariffs, labor disruptions, or other circumstances beyond its reasonable control.

Renaissance Ribbons reserves the right to substitute packaging or make minor manufacturing changes that do not materially affect the quality or intended use of the product.

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9. Minimum Advertised Price (MAP) Policy

To protect the value of the Renaissance Ribbons brand and support all authorized retailers, Retailer agrees not to advertise Renaissance Ribbons products below any Minimum Advertised Price (MAP) established by Renaissance Ribbons. From time to time, Renaissance Ribbons reserves the right to establish, modify, suspend, or discontinue MAP pricing at its sole discretion.

This policy applies only to advertised pricing and does not restrict the actual selling price within a retail location or during direct customer transactions. Failure to comply with the MAP Policy may result in suspension or termination of wholesale purchasing privileges.

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10. Wholesale Account Compliance

Renaissance Ribbons reserves the right to approve, deny, suspend, or terminate any wholesale account at its sole discretion.

Failure to comply with any provision of this Agreement, including but not limited to unauthorized sales channels, misuse of intellectual property, non-payment, violation of MAP pricing, or conduct deemed harmful to the Renaissance Ribbons brand, may result in immediate suspension or termination of wholesale purchasing privileges without prior notice.

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11. Termination

Renaissance Ribbons reserves the right to terminate any wholesale account at its sole discretion, especially in cases of policy violations or brand misuse.

Retailer may terminate this agreement at any time by providing written notice and settling any outstanding balances.

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12. Disclaimer of Warranties

Except as expressly stated in this Agreement, all products are sold "as is" without any express or implied warranties, including but not limited to warranties of merchantability or fitness for a particular purpose.

Renaissance Ribbons warrants only that products will substantially conform to the specifications provided at the time of sale.

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13. Limitation of Liability

Renaissance Ribbons' total liability arising from any claim relating to the sale or use of its products shall not exceed the purchase price of the products giving rise to the claim.

Under no circumstances shall Renaissance Ribbons be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, lost sales, business interruption, or loss of goodwill.

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14. Force Majeure

Renaissance Ribbons shall not be liable for delays or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, transportation delays, government actions, tariffs, customs delays, shortages of raw materials, pandemics, or interruptions in manufacturing or shipping.

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15. Assignment

Retailer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Renaissance Ribbons.

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16. Entire Agreement

This Agreement constitutes the entire understanding between Renaissance Ribbons and the Retailer regarding wholesale purchases and supersedes all prior discussions, representations, or agreements, whether written or oral.

Any modification or waiver of this Agreement must be made in writing and signed by an authorized representative of Renaissance Ribbons.

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17. Severability

If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

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18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in Colorado.

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19. Electronic Acceptance

This Agreement may be executed electronically. An electronic signature, online acceptance, or placement of a wholesale order following receipt of this Agreement shall constitute acceptance of all terms and conditions contained herein.

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20. Acceptance of Terms

By signing below and/or placing a wholesale order, Retailer confirms that they have read, understood, and agreed to the terms outlined in this Agreement.

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21. Signatures

 

Retailer Name: _______________________________
Business Name: _______________________________
Authorized Signature: _________________________
Date: ___________________

Accepted by Renaissance Ribbons, Inc.
Authorized Representative: Chelsea O’Hayre