Wholesale B2B Terms & Conditions

VALFRÉ WHOLESALE TERMS & CONDITIONS

Effective Date: September 24, 2026
Last Updated: September 24, 2026

These Wholesale Terms & Conditions ("Wholesale Terms") govern participation in the Valfré wholesale program and all wholesale purchases made directly from Valfre LLC ("Valfré," "we," "us," or "our").

By applying for a wholesale account, creating or using an approved B2B account, checking a box indicating acceptance, submitting a wholesale order, or otherwise purchasing products from Valfré for resale after being provided these Wholesale Terms, the retailer or business identified in the applicable wholesale account ("Retailer," "you," or "your") agrees to these Wholesale Terms.

These Wholesale Terms supplement the general Valfré Terms of Service and Privacy Policy.

If these Wholesale Terms conflict with the general Terms of Service concerning a wholesale account or wholesale transaction, these Wholesale Terms control.

1. WHOLESALE ELIGIBILITY

The Valfré wholesale program is available only to bona fide businesses purchasing genuine Valfré products for authorized resale.

Valfré may require information reasonably necessary to verify a wholesale applicant, including:

business name;

business address;

retail locations;

website;

business contact information;

resale certificate;

tax identification information; and

other relevant business information.

Submitting an application does not guarantee approval.

Valfré may approve, reject, suspend, or terminate wholesale accounts in its reasonable business discretion, subject to applicable law.

2. ACCURATE INFORMATION

Retailer represents that information provided in connection with the wholesale account is accurate, complete, and current.

Retailer must promptly update material changes to:

business ownership;

billing information;

shipping information;

authorized buyers;

payment information;

tax status; or

authorized retail locations.

Retailer is responsible for orders placed through its authorized B2B account.

3. AUTHORIZED USERS

Retailer is responsible for controlling access to its wholesale account.

Any person given access to Retailer's account or designated as an authorized buyer may be treated by Valfré as authorized to place orders and conduct transactions on Retailer's behalf.

Retailer must promptly notify Valfré if account access should be revoked.

4. MINIMUM ORDER

Each wholesale order must have a minimum merchandise subtotal of $300 USD, excluding shipping, duties, taxes, credits, and other charges.

Valfré may establish product-specific case packs, minimum quantities, or other ordering requirements that are disclosed through the B2B store, line sheet, product listing, or other wholesale materials.

5. WHOLESALE PRICING

Wholesale pricing is available only to approved wholesale accounts.

Wholesale prices may change from time to time.

Unless otherwise stated, the applicable wholesale price is the price in effect when Valfré accepts the order.

Wholesale pricing, unreleased product information, line sheets, and other non-public B2B information may be treated as confidential Valfré business information.

Retailer may not publicly distribute Valfré's confidential wholesale price lists or account-specific pricing except as reasonably necessary for its internal business operations.

6. ORDER ACCEPTANCE

Submission of a wholesale order does not obligate Valfré to accept or fulfill the order.

Valfré may reject, limit, modify, or cancel an order before fulfillment because of:

inventory availability;

pricing or listing errors;

suspected fraud;

payment problems;

account status;

shipping limitations;

unauthorized resale activity;

violation of these Wholesale Terms; or

other legitimate business reasons.

If Valfré modifies quantities or cannot fulfill an item, Retailer will not be charged for merchandise that is cancelled or not supplied, subject to any separately agreed terms.

7. FIRST THREE ORDERS — PREPAYMENT REQUIRED

New wholesale accounts must pay their first three completed wholesale orders in full before shipment.

For purposes of establishing payment history, an order counts toward the first three orders only when it has been:

accepted by Valfré;

paid in full;

fulfilled or completed; and

maintained in good standing without unresolved payment disputes, fraudulent chargebacks, or material violations of these Wholesale Terms.

Cancellation of an order or submission of an order that is not completed does not necessarily count toward the three-order requirement.

8. NET 30 TERMS

Following three completed wholesale orders in good standing, Valfré may, in its discretion, approve Retailer for Net 30 payment terms.

Completion of three orders does not create an entitlement to Net 30 terms.

Net 30 is a credit privilege extended by Valfré and may be subject to:

account review;

payment history;

order history;

creditworthiness;

credit limits;

purchase volume;

account status; and

other legitimate business considerations.

Unless otherwise expressly stated by Valfré, Net 30 means payment is due thirty days after the applicable order date as established through Valfré's Shopify B2B system.

Valfré may increase, reduce, suspend, modify, or revoke payment terms as permitted by applicable law and may return an account to prepaid status.

9. REQUIRED PAYMENT METHOD FOR CREDIT TERMS

As a condition of receiving and maintaining deferred payment terms, including Net 30, Retailer must maintain a valid eligible payment method on file through Valfré's Shopify-powered B2B system or other payment system approved by Valfré.

Retailer is responsible for keeping the payment method current and valid.

If a payment method expires, is cancelled, fails, or otherwise becomes unavailable, Valfré may suspend additional orders or credit privileges until an acceptable payment method is provided.

10. AUTHORIZATION TO CHARGE PAYMENT METHOD

By selecting, saving, or vaulting a payment method for use with a wholesale account or order and accepting these Wholesale Terms, Retailer authorizes Valfré and its payment providers to use that payment method for authorized wholesale transactions as described in these Wholesale Terms.

For an order placed on Net 30 or other deferred payment terms, Retailer expressly authorizes Valfré to charge the payment method designated for that order for the full unpaid amount due on or after the applicable due date without obtaining a new authorization at the time of collection.

The amount charged may include the unpaid merchandise total, applicable shipping, taxes, and other amounts expressly associated with the applicable order and permitted under these Wholesale Terms.

Retailer also authorizes reasonable reattempts of a declined or failed authorized charge, subject to payment-network rules and applicable law.

This authorization remains effective for applicable outstanding orders even if Retailer later removes a payment method from its account, to the extent the payment provider permits collection for an existing transaction and applicable law allows.

11. EARLY PAYMENT

A Retailer on Net payment terms may pay an outstanding invoice before its due date where supported by the B2B system.

Early payment does not modify future payment terms unless Valfré expressly agrees otherwise.

12. LATE OR FAILED PAYMENTS

If an amount is not paid when due, Valfré may, to the extent permitted by law:

retry an authorized payment method;

place the account on hold;

suspend future shipments;

cancel unfulfilled orders;

revoke Net 30 privileges;

require prepayment for future orders;

reduce the Retailer's credit limit; and

pursue collection of amounts legitimately owed.

Past-due balances may accrue a service charge of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the date payment becomes overdue.

Retailer may also be responsible for reasonable collection costs and attorneys' fees incurred in collecting undisputed amounts properly due, to the extent permitted by applicable law.

13. TAXES AND RESALE DOCUMENTATION

Retailer represents that wholesale products are purchased for legitimate resale.

Retailer is responsible for providing valid resale certificates, tax-exemption certificates, or other documentation requested by Valfré.

Retailer is responsible for taxes applicable to the transaction except to the extent Valfré is legally required to collect and remit those taxes or a valid exemption applies.

Retailer must notify Valfré if its tax or resale status changes.

14. SHIPPING CHARGES

Unless otherwise expressly agreed in writing, Retailer is responsible for applicable freight and shipping charges.

Available shipping methods and charges may be displayed or communicated before shipment.

Valfré may use third-party fulfillment providers, carriers, freight providers, or logistics companies to fulfill wholesale orders.

15. SHIPPING ADDRESSES

Retailer is solely responsible for providing a complete and accurate shipping address.

Retailer must verify the shipping address before submitting an order and promptly notify Valfré of any error before fulfillment begins.

To the maximum extent permitted by law, Retailer is responsible for loss, misdelivery, carrier fees, address-correction charges, reshipment costs, return-to-sender charges, or other costs arising from an incorrect or incomplete shipping address supplied by Retailer.

Valfré is not responsible for a shipment delivered in accordance with the address information provided by Retailer when that information was incorrect.

16. RISK OF LOSS

Risk of loss for wholesale merchandise passes to Retailer when the order is delivered to the Retailer's designated destination, except to the extent otherwise specified by the applicable shipping term, carrier arrangement, separate written agreement, or law.

Retailer must promptly notify Valfré of packages reported lost in transit so that Valfré may assist with available carrier claims.

This section does not relieve a carrier or other responsible party of liability they may otherwise have.

17. INTERNATIONAL ORDERS

For international wholesale orders, Retailer is responsible for all applicable:

customs duties;

import taxes;

VAT;

tariffs;

brokerage fees;

clearance charges;

import permits;

customs documentation; and

other governmental charges or requirements associated with importation into the destination country, unless Valfré expressly agrees otherwise in writing.

Retailer is responsible for ensuring that the products may lawfully be imported and resold in its jurisdiction.

Valfré is not responsible for delays, seizures, refusals, or additional charges imposed by customs authorities due to requirements outside Valfré's reasonable control, except to the extent caused by incorrect documentation supplied by Valfré.

18. INSPECTION, DAMAGE, AND SHORTAGES

Retailer should inspect wholesale shipments promptly after delivery.

Claims involving damaged merchandise, shortages, incorrect merchandise, or material fulfillment errors should be submitted to Valfré within five business days after delivery, where reasonably practicable.

Retailer should provide:

order number;

affected SKU or product;

quantity affected;

description of the problem; and

photographs reasonably showing damage or error where applicable.

Valfré may issue replacement merchandise, credit, refund, or another reasonable remedy depending on the circumstances.

Retailer should retain damaged merchandise and packaging until Valfré confirms whether they are required for a carrier or insurance claim.

19. WHOLESALE RETURNS

Wholesale sales are final unless:

the merchandise is materially defective;

the merchandise arrived materially damaged;

Valfré shipped incorrect merchandise; or

Valfré expressly authorizes a return.

Retailer may not return unsold inventory, slow-moving inventory, seasonal merchandise, or merchandise ordered in error without Valfré's prior written authorization.

Any approved return must comply with instructions provided by Valfré.

20. CHANGES AND CANCELLATIONS

Retailer may request a change or cancellation before an order enters final fulfillment processing.

However, an order may not be changed or cancelled once it has been packed and is awaiting carrier pickup or once it has shipped.

Valfré may attempt to accommodate earlier requests but cannot guarantee that a requested change or cancellation can be completed once fulfillment has begun.

21. AUTHORIZED RESALE CHANNELS

Wholesale products purchased from Valfré may be resold only through:

Retailer's own physical brick-and-mortar retail locations; and

Retailer's own branded website operated by Retailer.

The Retailer website must represent Retailer's own business and must not misleadingly appear to be an official Valfré website.

22. PROHIBITED THIRD-PARTY MARKETPLACES

Retailer may not sell Valfré products through third-party marketplaces or third-party ecommerce platforms without Valfré's prior written authorization.

Prohibited marketplaces include, without limitation:

Amazon;

Walmart Marketplace;

eBay;

Temu;

SHEIN;

AliExpress;

Etsy;

Facebook Marketplace;

TikTok Shop when operated as a third-party marketplace rather than Retailer's own approved sales channel;

or any substantially similar third-party marketplace.

The fact that a marketplace or service is not specifically named does not mean it is authorized.

Valfré may approve a specific platform or arrangement in writing on a case-by-case basis.

23. NO TRANS-SHIPPING OR UNAUTHORIZED DISTRIBUTION

Retailer may not resell or transfer Valfré products in bulk to:

other wholesalers;

distributors;

unauthorized resellers;

liquidators;

marketplace sellers;

exporters;

brokers; or

other intermediaries for further resale,

unless Valfré provides prior written authorization.

Retailer may sell authentic Valfré products directly to its ordinary retail customers through authorized channels.

24. RETAIL PRICING

Retailer independently determines the prices at which it resells Valfré products, except where a separate lawful written pricing policy may apply.

Nothing in these Wholesale Terms is intended to require Retailer to sell products at a particular resale price.

25. PROMOTIONS AND DISCOUNTS

Retailer may independently offer legitimate:

seasonal promotions;

holiday promotions;

storewide discounts;

customer loyalty offers;

temporary sales; and

other ordinary retail promotions.

Retailer is not prohibited from discounting Valfré merchandise merely because Valfré is simultaneously conducting a sale or promotion through Valfre.com.

Retailer may not, however:

falsely represent ordinary merchandise as liquidation, closeout, distressed, counterfeit, damaged, or discontinued inventory;

create misleading "original" or "regular" prices for the purpose of displaying an artificial discount;

use Valfré trademarks or artwork in a way that falsely suggests that a Retailer promotion is sponsored, administered, or officially endorsed by Valfré;

alter Valfré artwork or branding to create promotional materials that misrepresent the brand;

advertise counterfeit, unauthorized, or modified goods as genuine Valfré merchandise; or

engage in deceptive advertising or other promotional conduct that violates applicable law.

Retailer remains independently responsible for complying with laws governing advertised prices, discounts, comparative pricing, and promotional claims.

Valfré may separately establish lawful promotional programs, cooperative advertising programs, or brand guidelines from time to time.

26. BRAND PRESENTATION

Retailer agrees to present Valfré products accurately and in a manner reasonably consistent with the identity of genuine Valfré merchandise.

Retailer may not knowingly:

misrepresent product characteristics;

remove or replace Valfré trademarks;

remove copyright notices;

falsely identify itself as Valfré;

create confusingly similar storefront branding;

alter packaging in a misleading manner; or

make claims about Valfré products that Valfré has not authorized and that are false or misleading.

27. INTELLECTUAL PROPERTY

All Valfré artwork, illustrations, characters, product designs, graphics, photographs, trademarks, logos, trade dress, marketing materials, and other intellectual property remain the exclusive property of Valfré or the applicable rights holder.

Purchasing wholesale merchandise does not transfer intellectual-property ownership.

Retailer receives only a limited, non-exclusive, non-transferable, revocable right during the wholesale relationship to use Valfré-approved product photography, trademarks, and marketing materials solely for the purpose of advertising and selling authentic Valfré merchandise purchased from Valfré through authorized channels.

28. PROHIBITED USE OF VALFRÉ INTELLECTUAL PROPERTY

Without prior written authorization, Retailer may not:

manufacture products using Valfré artwork or characters;

create derivative merchandise;

reproduce artwork as prints or other goods;

modify Valfré artwork;

license or sublicense Valfré content;

register domains or social-media accounts containing confusingly similar Valfré branding;

create NFTs or digital collectibles;

use Valfré content to train or develop artificial-intelligence or machine-learning systems;

generate derivative AI artwork from Valfré content;

provide Valfré assets to third parties for unauthorized commercial use; or

use Valfré intellectual property outside the purpose of marketing authentic merchandise purchased from Valfré.

29. PRODUCT IMAGES AND MARKETING ASSETS

Valfré may provide approved product images and marketing assets to Retailers.

Retailer may crop, resize, or format approved materials as reasonably necessary for placement on its own authorized website or marketing channels, provided doing so does not materially distort or misrepresent the artwork, product, trademark, or brand.

Valfré may request discontinuation of outdated, inaccurate, or unauthorized brand materials.

30. CONFIDENTIAL INFORMATION

Non-public information provided through the wholesale relationship may constitute confidential business information, including:

unreleased products;

embargoed launch information;

private wholesale pricing;

private line sheets;

future collections;

confidential marketing plans; and

other information reasonably identified as confidential.

Retailer may use such information solely for its wholesale relationship with Valfré and may not disclose it publicly before authorized release.

31. PRODUCT LAUNCHES AND EMBARGOES

Valfré may designate certain products, images, collections, or information as subject to an embargo or launch date.

Retailer agrees not to publicly display, announce, advertise, or sell embargoed materials before the date authorized by Valfré.

32. CUSTOMER RELATIONSHIP

Retailer is an independent business.

Retailer is responsible for its relationship with its own customers, including:

retail pricing;

sales taxes;

customer service;

retail returns;

local consumer-law compliance;

advertising claims; and

operation of its retail business.

Nothing in these Wholesale Terms creates an employment, franchise, partnership, joint venture, fiduciary, or agency relationship between Retailer and Valfré.

33. COMPLIANCE WITH LAW

Retailer is responsible for complying with laws and regulations applicable to its business and resale of Valfré products.

Retailer may not use Valfré products, trademarks, or content in unlawful, fraudulent, deceptive, or misleading activity.

34. PURCHASE ORDERS AND CONFLICTING TERMS

Retailer may submit purchase orders for administrative convenience.

Any additional or inconsistent terms appearing on a Retailer purchase order, procurement portal, acknowledgement, invoice instruction, or other document do not modify these Wholesale Terms unless Valfré expressly agrees to those terms in a written document signed by an authorized representative of Valfré.

Fulfillment of an order does not constitute acceptance by Valfré of conflicting boilerplate terms contained in a Retailer document.

35. CHARGEBACKS AND PAYMENT DISPUTES

Retailer should promptly notify Valfré regarding any disputed amount.

Retailer agrees to make reasonable good-faith efforts to resolve legitimate invoice questions directly with Valfré before initiating a payment dispute or chargeback.

This provision does not prohibit Retailer from exercising legitimate legal or payment-network rights.

Fraudulent, abusive, or knowingly invalid chargebacks may result in suspension or termination of the wholesale account.

36. SUSPENSION OR TERMINATION

Valfré may suspend or terminate wholesale privileges for reasons including:

nonpayment;

repeated late payment;

failed payment methods;

fraud;

unauthorized marketplace sales;

trans-shipping;

misuse of intellectual property;

material breach of confidentiality;

misrepresentation;

fraudulent chargebacks;

violation of applicable law; or

material violation of these Wholesale Terms.

Upon termination, Retailer remains responsible for amounts properly owed for orders already placed or fulfilled.

Termination does not automatically prohibit Retailer from selling remaining authentic inventory through previously authorized retail channels unless Valfré and Retailer separately agree otherwise or applicable law permits additional restrictions.

37. WARRANTY DISCLAIMER

Except for warranties expressly provided by Valfré and warranties that cannot lawfully be disclaimed, wholesale merchandise and B2B services are provided on an "as is" and "as available" basis.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALFRÉ DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

38. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALFRÉ WILL NOT BE LIABLE TO RETAILER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM A WHOLESALE ORDER OR WHOLESALE RELATIONSHIP.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALFRÉ'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR WHOLESALE ORDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO VALFRÉ FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

Nothing in this section limits liability that cannot lawfully be limited.

39. INDEMNIFICATION

To the extent permitted by law, Retailer agrees to indemnify, defend, and hold harmless Valfré and its affiliates, owners, officers, employees, and agents against third-party claims, liabilities, damages, costs, and reasonable attorneys' fees arising from:

Retailer's unauthorized modification of products;

Retailer's unauthorized advertising claims;

Retailer's violation of applicable law;

Retailer's misuse of Valfré intellectual property;

Retailer's unauthorized resale channels;

Retailer's fraudulent conduct; or

Retailer's material breach of these Wholesale Terms.

This provision does not require Retailer to indemnify Valfré for Valfré's own negligence, willful misconduct, or other liability that applicable law prevents Valfré from shifting.

40. PRIVACY

Personal information collected in connection with wholesale accounts is handled in accordance with the Valfré Privacy Policy.

The Privacy Policy describes, among other things, information collected through Shopify, B2B account data, transaction information, payment-related information, fulfillment data, marketing information, privacy rights, and service-provider disclosures.

41. ELECTRONIC ACCEPTANCE

Retailer agrees that electronic acceptance of these Wholesale Terms has the same legal effect as a handwritten signature to the extent permitted by applicable law.

Acceptance may be recorded through:

a checkbox;

account-registration record;

timestamp;

account identifier;

IP address;

order record;

version identifier for these Wholesale Terms; or

other electronic records reasonably maintained by Valfré or Shopify.

Valfré may retain records demonstrating Retailer's acceptance.

42. CHANGES TO WHOLESALE TERMS

Valfré may revise these Wholesale Terms prospectively.

Material changes will become effective after reasonable notice where required.

Orders already accepted before a material change will generally remain governed by the terms applicable when the order was accepted unless lawfully agreed otherwise.

Continued participation in the wholesale program following the effective date of updated terms constitutes acceptance where permitted by law.

43. GOVERNING LAW

These Wholesale Terms and the wholesale relationship between Retailer and Valfré shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict-of-law principles.

44. EXCLUSIVE VENUE AND JURISDICTION

Any lawsuit, action, or proceeding arising out of or relating to these Wholesale Terms, a wholesale account, a wholesale purchase, or the wholesale relationship between Retailer and Valfré shall, to the fullest extent permitted by law, be brought exclusively in the state courts located in Sheridan County, Wyoming, or, where federal subject-matter jurisdiction exists, in the applicable federal court having jurisdiction over Sheridan County, Wyoming.

Retailer and Valfré consent to the personal jurisdiction of such courts and waive objections based upon venue or inconvenient forum to the extent permitted by law.

Valfré may seek temporary, preliminary, equitable, or injunctive relief in any court of competent jurisdiction where reasonably necessary to protect intellectual property, confidential information, security, or proprietary rights.

45. SEVERABILITY

If any provision of these Wholesale Terms is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum lawful extent and the remaining provisions will remain effective.

46. NO WAIVER

Failure by either party to enforce a provision on one occasion does not constitute a continuing waiver of that provision.

47. ASSIGNMENT

Retailer may not transfer or assign its wholesale account or these Wholesale Terms without Valfré's prior written consent.

Valfré may assign these Wholesale Terms in connection with a merger, acquisition, reorganization, transfer of business assets, corporate restructuring, or similar transaction.

48. ENTIRE AGREEMENT

These Wholesale Terms, together with applicable accepted orders, the Valfré Privacy Policy, and provisions of the Valfré Terms of Service incorporated herein, constitute the agreement governing Retailer's wholesale relationship with Valfré unless the parties execute a separate written agreement.

49. CONTACT INFORMATION

Wholesale questions may be directed to:

Valfre LLC
Sheridan, Wyoming, USA
Website: valfre.com
Email: cs@valfre.com