These Wholesale Terms and Conditions (“Wholesale Terms”) govern all business-to-business transactions between Kings Distro Inc. (“Supplier”) and any approved wholesale account holder (“Buyer” or “Wholesale Customer”). These Wholesale Terms apply in addition to and supplement the General Terms and Conditions in Part 1. In the event of a conflict, these Wholesale Terms control with respect to wholesale transactions. A separate written wholesale account application must be completed and approved before any wholesale order may be placed.
1. Wholesale Account Application and Approval
To open a wholesale account, Buyer must submit a completed wholesale account application including:
- Valid state business license or certificate of authority
- Resale certificate or tax-exempt certificate applicable to Buyer’s state
- Federal Employer Identification Number (EIN)
- Valid business address, phone, email, and primary contact information
- Trade references (minimum two) upon request
- Acknowledgment and acceptance of these Wholesale Terms
Kings Distro reserves the absolute right to approve or deny any wholesale application at our sole discretion, without obligation to provide a reason. Account approval is not guaranteed. Approval of one order does not guarantee approval of future orders. Misrepresentation on a wholesale application is grounds for immediate account termination and may subject Buyer to civil and/or criminal liability.
2. Authorized Resale Only
Wholesale products purchased from Kings Distro may only be resold through Buyer’s own authorized retail channels as disclosed in the wholesale application. Buyer expressly agrees that:
- Products shall not be sold on Amazon.com, eBay, Walmart.com, or any other online marketplace without prior written authorization from Kings Distro
- Unauthorized online marketplace sales are a material breach of these Wholesale Terms
- Products shall not be exported outside the United States without prior written consent
- Resale below Minimum Advertised Price (MAP), where applicable, is prohibited
- Products may not be altered, repackaged, or rebranded without written consent
- Buyer shall not represent itself as an authorized dealer or distributor of any brand unless separately authorized by that brand
3. Minimum Order Requirements
Kings Distro reserves the right to establish and modify minimum order requirements. Current requirements are communicated in the wholesale price list or account confirmation letter. New accounts may be subject to a prepayment requirement until a satisfactory payment history is established. Kings Distro may, at its discretion, waive minimum order requirements on a case-by-case basis.
4. Wholesale Pricing and Price Changes
Wholesale pricing is provided in the current Kings Distro wholesale price list. All prices are in U.S. dollars. Prices are subject to change without notice. The price in effect at the time of order confirmation shall apply. Kings Distro reserves the right to correct pricing errors and to cancel orders placed at incorrect prices. Volume discounts, promotional pricing, or special terms must be agreed upon in writing before order placement.
5. Payment Terms (B2B)
Unless otherwise agreed in writing, all wholesale orders are payable in full prior to shipment (proforma). Credit terms (Net-30, Net-60) may be extended in writing at Kings Distro’s sole discretion based on creditworthiness review. The following apply:
- Invoices not paid within agreed terms are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by law, whichever is less
- Buyer agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs, in the event of default
- Kings Distro reserves the right to place accounts on credit hold without notice for overdue balances
- Kings Distro reserves the right to offset any amounts owed to it against any amounts it owes to Buyer
- Returned checks are subject to a returned check fee of $35 or the maximum permitted by law
- Disputed invoice amounts must be raised in writing within 14 days of invoice date; undisputed amounts remain due
6. Wholesale Returns and Defective Goods
Wholesale returns are subject to the Refund and Return Policy in Part 3, with the following B2B-specific provisions:
- All returns require a Return Merchandise Authorization (RMA) number issued by Kings Distro before return shipment
- Unauthorized returns will be refused and returned to sender at Buyer’s expense
- Claims for damaged or defective goods must be submitted in writing within 5 business days of receipt with photographic evidence
- Shortage claims must be reported within 3 business days of receipt
- Accepted wholesale returns are subject to a restocking fee of up to 20% of the invoice value
- Buyer is responsible for all return shipping costs unless the error originated with Kings Distro
- Store credit, replacement, or refund at Kings Distro’s discretion for valid claims
7. Account Termination
Kings Distro reserves the right to terminate any wholesale account at any time and for any reason, including but not limited to: failure to meet payment terms, violation of these Wholesale Terms, fraudulent activity, unauthorized online marketplace sales, or business closure. Upon termination, all outstanding invoices become immediately due and payable. No refund of previously paid amounts shall be due except for unshipped paid-for inventory. Termination does not relieve Buyer of obligations under these Wholesale Terms that arose prior to termination.
8. Confidentiality
Buyer agrees that wholesale pricing, product availability, supplier information, and any non-public business information shared by Kings Distro is confidential and proprietary. Buyer shall not disclose such information to third parties without prior written consent. This obligation survives termination of the wholesale relationship.