Wholesale, B2B, Private Label, and Custom Manufacturing Terms & Conditions

WHOLESALE, B2B, PRIVATE LABEL,

1. Scope and Acceptance

These Wholesale, B2B, Private Label, and Custom Manufacturing Terms & Conditions ("Wholesale Terms") govern all wholesale, business-to-business, distribution, reseller, private label, white label, OEM, ODM, contract manufacturing, and custom formulation transactions between COCO JOJO LLC ("COCOJOJO," "Company," "we," "us," or "our") and any business customer ("Customer," "you," or "your"). By submitting a purchase order, accepting a quotation, or purchasing products on a wholesale or commercial basis, you agree to these Wholesale Terms, which prevail over any conflicting terms in your purchase order or other documents.

2. Eligibility and Accounts

Wholesale and commercial accounts are available only to bona fide businesses. You agree to provide accurate business information, including legal entity name, EIN, resale certificate, and other documentation we may require. COCOJOJO reserves the right to approve, decline, suspend, or terminate any account in its sole discretion. You are responsible for maintaining the confidentiality of your account credentials.

3. Orders, Pricing, and Minimums

All orders are subject to acceptance by COCOJOJO. Prices, minimum order quantities, and minimum order values are subject to change without notice and are confirmed at the time of order acceptance. Quotations are valid only for the period stated and are subject to product availability. Pricing does not include taxes, duties, shipping, or handling unless expressly stated.

4. Payment Terms and Net-30 Credit

Unless a written credit agreement provides otherwise, payment is due prior to shipment. Where COCOJOJO extends Net-30 or other credit terms, such terms are granted in COCOJOJO's sole discretion based on credit evaluation and may be modified or revoked at any time. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You agree to pay all costs of collection, including reasonable attorneys' fees. COCOJOJO may apply payments to any outstanding balance and may withhold shipment for any past-due account.

5. Custom Manufacturing, Private Label, and Formulation

For custom manufacturing, private label, white label, OEM/ODM, and custom formulation projects: (a) minimum order quantities, lead times, and specifications are established per project; (b) deposits are non-refundable once production or procurement begins; (c) Customer is responsible for approving all formulas, artwork, labels, and specifications prior to production, and bears full responsibility for the accuracy and legal compliance of Customer-supplied content; and (d) COCOJOJO is not liable for delays caused by Customer approval, supply-chain disruptions, or force majeure.

6. Intellectual Property

Unless otherwise agreed in a separate written agreement signed by an authorized officer of COCOJOJO, all formulations, formula structures, manufacturing processes, extraction methods, know-how, and trade secrets remain the exclusive property of COCOJOJO. Purchase of a product does not transfer any intellectual property right. Customer-supplied trademarks, artwork, and brand assets remain the property of Customer, who grants COCOJOJO a license to use them solely to fulfill the order. Customer represents that its content does not infringe any third-party rights and indemnifies COCOJOJO for any claim arising from Customer-supplied content.

7. Inspection, Acceptance, Returns, and Variability

Customer must inspect products upon receipt and notify COCOJOJO of any shortage, defect, or non-conformity within ten (10) business days of delivery; failure to do so constitutes acceptance. Wholesale, custom, and private label products are generally non-returnable except for verified manufacturing defects. Natural variation in color, scent, texture, and viscosity between lots is normal and does not constitute a defect.

8. Shipping, Title, and Risk of Loss

Unless otherwise agreed, shipping terms are FOB origin; title and risk of loss pass to Customer upon delivery to the carrier. COCOJOJO is not responsible for carrier delays, damage in transit, or customs matters. Customer is responsible for all shipping, freight, insurance, duties, and taxes.

9. Warranties and Disclaimer

COCOJOJO warrants that products will conform to agreed written specifications at the time of delivery. EXCEPT AS EXPRESSLY STATED, ALL PRODUCTS ARE PROVIDED "AS IS" AND COCOJOJO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification

To the fullest extent permitted by law, Customer agrees to defend, indemnify, and hold harmless COCOJOJO and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, penalties, regulatory actions, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: Customer's resale, reformulation, relabeling, repackaging, marketing, or distribution of products; Customer-supplied content, formulas, claims, or artwork; Customer's regulatory non-compliance; or Customer's breach of these Wholesale Terms.

11. Limitation of Liability

12. Force Majeure

COCOJOJO shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, supply-chain disruptions, raw-material shortages, utility or transportation failures, cyberattacks, or governmental actions.

13. Termination

COCOJOJO may suspend or terminate any account, order, or relationship at any time for breach, non-payment, or in its sole discretion. Upon termination, all outstanding amounts become immediately due, and Customer must cease use of COCOJOJO branding and confidential information.

14. Dispute Resolution and Governing Law

Any dispute arising out of or relating to these Wholesale Terms shall be governed by the dispute-resolution, mandatory arbitration, class-action waiver, jury-trial waiver, and governing-law provisions of the COCOJOJO Terms of Service, incorporated herein by reference. These Wholesale Terms are governed by California law, and the exclusive venue for any dispute not subject to arbitration is the state and federal courts in Orange County, California.

15. General Provisions and Survival

These Wholesale Terms, together with documents incorporated by reference, constitute the entire agreement. If any provision is unenforceable, it shall be modified or severed and the remainder shall continue. Sections concerning IP, indemnification, limitation of liability, and dispute resolution survive termination. In any conflict between these Wholesale Terms and another COCOJOJO policy, the provision more protective of COCOJOJO controls, except where law requires otherwise.

16. Contact Information

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