Wholesale Terms & Conditions 

Version 1.2 | Updated: July 2025 

REBEL REAPER CLOTHING COMPANY

3102 E. CACTUS RD. PHOENIX, AZ 85032 

Business EIN: 86-1448136 

Phone: (602)975-6392 

Email: Wholesale@RebelReaper.com 

Website: www.RebelReaper.com 

 1. Eligibility for Wholesale Accounts 

• Wholesale accounts are available only to bona fide retail businesses with valid business licenses or tax identification numbers. 
• Buyer must supply complete and accurate business information during registration, including contact details, resale certificates, and proof of incorporation and good standing in Buyer’s home jurisdiction. 
• Seller may approve or decline any application at its sole discretion without obligation to justify its decision. 

2. Minimum Order Requirements 

• Opening Order: Minimum of $2,000 USD. 
• Reorders: Minimum of $750 USD per order. 
• Orders below these thresholds will not be processed unless Seller provides written approval. 
  

3. Pricing and Payment Terms 

I. Wholesale Pricing: 

• All wholesale prices are confidential and intended solely for authorized Buyers. 
• Prices apply once placed by Buyer and accepted by Seller; they may change at any time, but confirmed and paid orders remain at the locked-in price. 
  

II. Payment Terms: 

• Full payment is due before shipment unless Seller agrees in writing to alternative terms (e.g., Net 30). 
• Accepted methods: credit card, PayPal, bank transfer, and other pre-approved options. 
• Late payments incur a monthly interest charge of 1.5% on outstanding balances until paid in full. 

III. Taxes & Duties: 

• Buyer is responsible for all applicable sales taxes, duties, or customs fees unless a valid resale certificate is provided at setup. 

IV. Wholesale Portal Access: 

• Access is granted only to the approved email address used during application. 
• Sharing credentials or unauthorized access will result in immediate termination of wholesale privileges. 

4. Ordering Process 

• 4.1 Orders must be submitted via Seller’s email, online portal, or purchase order form. 
• 4.2 Once submitted, orders cannot be canceled or modified without Seller’s written consent or prior to processing. 
• 4.3 Order confirmations and tracking details are emailed upon payment receipt. 
• 4.4 Local delivery to Arizona addresses within 50 miles of our Phoenix location is available on request. 
  

5. Shipping and Delivery 

• 5.1 Shipping Costs: Buyer pays all shipping charges unless otherwise agreed in writing. 
• 5.2 Delivery Times: Estimated 5–10 business days after payment confirmation; Seller is not liable for carrier or customs delays. 
• 5.3 Insurance: Buyer may request shipping insurance at their own expense; without insurance, Buyer assumes all risk for loss or damage in transit. 
• 5.4 Backorders: Out-of-stock items are not automatically backordered. Seller will contact Buyer to agree on backorder fulfillment. 

6. Returns and Exchanges 

• 6.1 Defective items may be returned within 14 days of delivery. Items must be unused, with original packaging and tags. 
• 6.2 Exchanges depend on stock availability and must be requested within 14 days of receipt. 
• 6.3 Unauthorized returns will be refused. 
• 6.4 Return/exchange shipping is Buyer’s responsibility unless Seller’s error caused the issue. 
  

7. Resale Restrictions 

• 7.1 Buyer shall not sell Seller’s products on third-party marketplaces (e.g., Amazon, eBay, Walmart) without Seller’s prior written consent. 
• 7.2 Buyer must comply with Seller’s Minimum Advertised Price (MAP) policy unless expressly authorized otherwise. 
• 7.3 Products may only be sold through Buyer’s approved physical stores or official e-commerce sites. 

8. Discounts and Promotions 

• 8.1 Wholesale orders are not eligible for retail promotions, public discounts, or discount stacking unless Seller approves in writing. 
• 8.2 Public promotional codes or free-gift offers may not be applied to wholesale purchases without prior consent. 
• 8.3 Unauthorized use of promotional codes will result in their removal from the order without notice. 
• 8.4 Any complimentary items or special promotions for wholesale Buyers require Seller’s explicit written approval. 

9. Intellectual Property 

• 9.1 All trademarks, logos, designs, and branding remain Seller’s exclusive property. 
• 9.2 Buyer may use Seller’s branding only to market and sell authorized products and only with Seller’s written consent. 
• 9.3 Unauthorized use of Seller’s intellectual property will lead to immediate termination of this Agreement and possible legal action. 

10.Exclusivity / Private Label (Optional)

• If Buyer is granted exclusivity or private-label rights:
• 10.1 Such rights must be documented in a separate, signed agreement.
• 10.2 Buyer agrees to meet the purchase minimums specified in that agreement. Inquiries:wholesale@rebelreaper.com

11.Limitation of Liability & Indemnification

• 11.1 Limitation of Liability: Neither party is liable for indirect, incidental, or consequential damages arisingfrom product use or resale, unless caused by the other party’s negligence or wrongful misconduct.
• 11.2 Mutual Indemnification: Buyer and Seller each agree to indemnify and hold harmless the other, itsofficers, employees, and agents, from any claims or losses arising out of the indemnifying party’s breachof this Agreement or its negligence or wrongful acts.

12.Termination

• 12.1 Either party may terminate this Agreement upon the other’s breach of any material term, includingunauthorized resale or non-payment.
• 12.2 Termination is effective upon Seller’s receipt of written notice.
• 12.3 Upon termination, all outstanding balances become due within seven (7) business days.

13.Governing Law

• This Agreement is governed by the laws of Arizona, United States. All disputes shall be resolved exclusively in the state or federal courts located in Phoenix, Arizona.

14.Updates to Terms

• Seller may amend these terms at any time without prior notice. Updated terms will be published on ourwebsite and apply to all future transactions