MAGNET BARON

WHOLESALE CUSTOMER SUPPLEMENTAL TERMS

Effective Date: March 5, 2026

These Wholesale Customer Supplemental Terms ("Wholesale Terms") apply in addition to the standard Magnet Baron Terms of Service posted at [URL] (the "General Terms"). In the event of a conflict between these Wholesale Terms and the General Terms, these Wholesale Terms shall control with respect to wholesale purchase and resale activities. By placing a wholesale order or maintaining an active wholesale account, the Wholesale Customer ("Customer") agrees to be bound by these Wholesale Terms.

1. Definitions

"Authorized Sales Channels" means (a) Customer's own branded website(s) operated on a domain owned or controlled by Customer, and (b) Customer's own physical retail location(s).

"Products" means the Magnet Baron products purchased by Customer at wholesale pricing under these Wholesale Terms.

"Restricted Marketplaces" means any third-party online marketplace or platform where multiple sellers list products for sale, including but not limited to Amazon (including Amazon FBA and Amazon Seller Central), eBay, Etsy, Walmart Marketplace, TikTok Shop, Facebook Marketplace, Mercari, and any similar platform, whether currently existing or created in the future. For avoidance of doubt, a Shopify, WooCommerce, BigCommerce, or similar storefront operated solely by Customer on Customer's own domain is not a Restricted Marketplace.

"Substantially Transformed Product" means a product that has been materially altered by Customer such that it constitutes a new and distinct article of commerce with a different name, character, or use from the original Product. Substantial transformation requires that Customer has combined the Products with other materials, components, or labor to create a finished good whose form, function, or character is fundamentally different from the original Product. Section 2(c) provides specific examples and criteria for determining whether substantial transformation has occurred.

2. Resale Channel Restrictions

1. Permitted Channels. Customer may resell Products in their original or unmodified form solely through Authorized Sales Channels. There are no restrictions on pricing; Customer may set its own retail prices.

2. Restricted Channels. Customer shall not list, offer for sale, sell, or facilitate the sale of Products in their original or unmodified form on any Restricted Marketplace. This restriction applies regardless of whether Customer or a third party acting on Customer's behalf lists the Products.

3. Substantially Transformed Exception. Products that have been Substantially Transformed by Customer are exempt from the channel restrictions in this Section 2 and may be sold through any channel, including Restricted Marketplaces, provided that the resulting product is sold under Customer's own brand and does not use the Magnet Baron name or trademarks except as permitted in Section 5. The following table provides guidance on what does and does not constitute substantial transformation:

The key test is whether the original Products lose their independent identity and become an integral part of a new product. If a reasonable consumer would identify the finished good primarily as a Magnet Baron product, it has not been substantially transformed. If in doubt, Customer may submit a description and photos to Magnet Baron for a written determination prior to listing.

4. No Circumvention. Customer shall not, directly or indirectly, supply Products to any third party for the purpose of that third party listing or selling the Products on a Restricted Marketplace. Customer shall not create separate legal entities, use intermediaries, drop-shipping arrangements, or employ any other method to circumvent these channel restrictions.

3. Orders and Payment

1. Ordering and Payment. Wholesale orders are placed through the Magnet Baron wholesale portal or website. Payment is collected at checkout using the payment methods available on the site. All standard checkout terms apply. Wholesale pricing is available only for orders meeting the minimum order quantities and/or minimum order values specified in the current Magnet Baron Wholesale Price Sheet. Wholesale pricing cannot be combined with any other discounts, promotions, or coupon codes.

2. Pricing Confidentiality. Wholesale pricing is confidential and may not be disclosed to any third party. Magnet Baron reserves the right to modify wholesale pricing or minimum order requirements with thirty (30) days' written notice.

3. Taxes. Wholesale prices do not include sales tax, use tax, or similar taxes unless collected at checkout. Customer is responsible for providing a valid resale certificate or tax exemption documentation where applicable. Customer is solely responsible for collecting and remitting applicable taxes on resale transactions to end customers.

4. Returns, Defective Products, and Warranty

4.1 Shipping Damage and Order Discrepancies

Customer shall inspect all Products upon receipt. Any shipping damage, missing items, incorrect Products, or obvious defects must be reported to Magnet Baron within fourteen (14) days of delivery, along with photos and the order number. Claims reported after this window may not be honored for shipping-related issues. Magnet Baron will replace affected Products or issue store credit at Magnet Baron's discretion.

4.2 Manufacturing Defect Warranty

Magnet Baron warrants that Products will be free from defects in materials and workmanship—including incorrect magnet polarity, incorrect magnet size or strength, demagnetization not caused by external factors, and incorrect quantities in a kit—for a period of twelve (12) months from the date of delivery to Customer, or six (6) months from the date of sale to an end customer, whichever occurs first.

To make a warranty claim, Customer must provide the order number, a description of the defect, and photos where applicable. Magnet Baron will, at its discretion, replace the defective Products or issue store credit. Magnet Baron will cover shipping costs for confirmed warranty replacements.

This warranty does not cover damage resulting from improper storage (e.g., exposure to extreme heat, strong magnetic fields, or moisture), misuse, modification, normal wear, or Customer's handling after delivery.

4.3 Non-Defective Returns

Returns of non-defective, unopened, and resalable Products require prior written authorization (RMA) from Magnet Baron and must be requested within thirty (30) days of delivery. Authorized returns are subject to a 15% restocking fee. Customer is responsible for return shipping costs. Products must be returned in original, unopened, and resalable condition. Opened, used, or damaged Products are not eligible for return.

4.4 End-Customer Returns

Customer is solely responsible for handling returns, refunds, exchanges, and customer service for end customers who purchase Products from Customer. Magnet Baron has no obligation to Customer's end customers. If an end customer contacts Magnet Baron directly, Magnet Baron may redirect them to Customer.

5. Brand Usage and Trademarks

1. Limited License. Magnet Baron grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Magnet Baron name, logo, and product images solely for the purpose of marketing and reselling the Products through Authorized Sales Channels.

2. Approved Materials. Customer shall use only product descriptions, images, and marketing materials provided or approved by Magnet Baron. Customer shall not alter, crop, overlay, or create derivative versions of Magnet Baron logos or product images without prior written consent.

3. Accurate Representation. Customer must use the Magnet Baron name exactly as provided (not "MagnetBaron," "Magnet Barron," or other variations). The Magnet Baron name should be used as an adjective followed by a product descriptor (e.g., "Magnet Baron magnetization kits"), not as a standalone noun.

4. No Misrepresentation. Customer shall not represent itself as Magnet Baron, as an authorized agent of Magnet Baron, or imply any affiliation, endorsement, or sponsorship beyond being an authorized reseller. Customer may state that it is an "authorized Magnet Baron reseller" but shall not use language suggesting partnership, ownership, or official representation. Customer shall not register any domain name, social media handle, or business name that includes "Magnet Baron" or any confusingly similar variation.

5. Packaging and Labeling. Customer shall not alter, remove, or obscure any Magnet Baron branding, labeling, warnings, or packaging on the Products without prior written consent.

6. Revocation. This license terminates automatically upon termination of the wholesale relationship. Magnet Baron may also revoke this license at any time upon written notice if Customer uses the Magnet Baron marks in a manner that, in Magnet Baron's reasonable judgment, is harmful to the brand.

6. Limitation of Liability and Indemnification

1. Limitation of Liability. To the maximum extent permitted by law, Magnet Baron's total liability under these Wholesale Terms shall not exceed the amounts paid by Customer for the specific Products giving rise to the claim in the twelve (12) months preceding the claim. In no event shall Magnet Baron be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or lost business opportunities.

2. Indemnification. Customer shall indemnify, defend, and hold harmless Magnet Baron from any claims, losses, damages, or expenses (including reasonable attorney's fees) arising from (i) Customer's breach of these Wholesale Terms, (ii) Customer's resale activities, including any claims by Customer's end customers, (iii) Customer's marketing or representations regarding the Products beyond what Magnet Baron has approved, or (iv) any Substantially Transformed Product created by Customer.

7. Compliance and Verification

1. Monitoring. Magnet Baron reserves the right to monitor Restricted Marketplaces and other sales channels to verify Customer's compliance with these Wholesale Terms. Customer agrees to cooperate with any reasonable compliance inquiry.

2. Transformation Documentation. If Customer claims the Substantially Transformed Product exception under Section 2(c), Customer shall, upon Magnet Baron's request, provide a description of the transformation process, a list of the additional materials or components incorporated, and a sample or photo of the finished product. Magnet Baron reserves the right to make a reasonable determination as to whether a product qualifies as a Substantially Transformed Product. If Magnet Baron determines the product does not qualify, Customer must cease listing it on Restricted Marketplaces within five (5) business days of written notification.

8. Enforcement, Suspension, and Termination

8.1 Graduated Enforcement

Magnet Baron will generally follow the graduated enforcement process below for violations of these Wholesale Terms. However, Magnet Baron reserves the right to proceed directly to suspension or termination for severe or intentional violations.

8.2 Immediate Termination

Magnet Baron may immediately terminate Customer's wholesale account without following the graduated process above in cases of: (i) intentional or large-scale listing of Products on a Restricted Marketplace; (ii) supplying Products to a third party for the purpose of circumventing these channel restrictions; (iii) fraudulent activity, including misrepresenting orders or resale certificate status; or (iv) any conduct that, in Magnet Baron's reasonable judgment, causes material harm to the Magnet Baron brand.

8.3 Effect of Termination

Upon termination, Customer shall immediately cease using Magnet Baron trademarks and marketing materials. Customer may sell remaining inventory of Products in its possession through Authorized Sales Channels only for a period of sixty (60) days following termination, after which all resale rights expire. Any outstanding obligations survive termination, including indemnification obligations and the obligation not to sell remaining inventory on Restricted Marketplaces.

8.4 Termination for Convenience

Either party may terminate the wholesale relationship for any reason by providing thirty (30) days' written notice to the other party. Termination for convenience does not require cause.

9. General Provisions

1. Independent Parties. Customer is an independent reseller. Nothing in these Wholesale Terms creates an agency, partnership, joint venture, employment, or franchise relationship between Customer and Magnet Baron. Customer has no authority to bind Magnet Baron or make commitments on Magnet Baron's behalf.

2. Modification. Magnet Baron reserves the right to modify these Wholesale Terms at any time by providing written notice (including email) to Customer. Continued purchases after the effective date of modified terms constitutes acceptance. If Customer does not agree with modified terms, Customer's sole remedy is to terminate the wholesale relationship in accordance with Section 8.4.

3. Severability. If any provision of these Wholesale Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

4. Entire Wholesale Agreement. These Wholesale Terms, together with the General Terms, the current Wholesale Price Sheet, and any executed wholesale application, constitute the entire agreement between Magnet Baron and Customer with respect to wholesale purchases and resale of Products.

5. Governing Law. These Wholesale Terms shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflict of law principles.

6. Notices. All notices under these Wholesale Terms shall be in writing and delivered via email to the addresses on file. Notices are deemed received on the date sent if delivered by email during business hours, or the next business day if sent outside business hours.