GREENHOUSE SOY COMPANY

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WHOLESALE CONTRACT (last rev. 11/2011)

By submitting my wholesale application to Greenhouse Soy Company, LLC, I agree to the following terms and conditions:

1) Wholesale prices are only available to customers with BRICK AND MORTAR stores. I affirm that I am the owner, buyer, or other person authorized to make purchases for a company with a brick and mortar store in the continental United States. I understand that wholesale prices are not available to online retailers or catalog companies at this time.

2) Upon approval of my application, I may sell Greenhouse Soy Company candles in my store location. Transshipment to an unauthorized store, booth, or location is prohibited. I may not sell GHSC candles online, even if the website is affiliated with my brick and mortar store, and I may not use my wholesale status to buy candles for myself or for friends and family as gifts. If I wish to make personal purchases, I must do so by ordering at retail prices on www.greenhousesoycompany.com.

3) Wholesale customers are not considered employees of Greenhouse Soy Company, LLC and may not represent themselves as such.

4) Wholesale agreements may be periodically updated without notice to me. I am responsible for checking the wholesale pages at www.greenhousesoycompany.com to read the latest wholesale agreement.

5) Greenhouse Soy Company reserves the right to deny any wholesale application or wholesale order for any reason.

6) Both Greenhouse Soy Company and the reseller have the right at any time to terminate the wholesale relationship.

7) My wholesale account may be terminated if it is inactive for 12 months. I may be required to reapply to the wholesale program to make a wholesale purchase.

8) Greenhouse Soy Company, LLC is not liable for any expenses incurred or losses suffered by using our products. Greenhouse Soy Company, LLC shall in no even be liable for consequential, special, direct, indirect or contingent damages of any nature whatsoever.

9) You will indemnify Greenhouse Soy Company for all damage caused to persons and property in relation to use of the products and have insurance to cover any legal liabilities incurred as a result of the use of products..

Sales Tax

1) I must have a state tax ID number (also known as a resale certificate, seller’s permit, or reseller’s ID) for my business on file with Greenhouse Soy Company before I can receive my wholesale username and password to place any wholesale order. I will not be required to pay taxes on my wholesale orders since I will be reselling the products.

2) I understand that I am responsible for collecting sales tax on any Greenhouse Soy Company candles that I sell, based on the sales tax laws in my state.

Ordering Policies

1) There are no monthly minimums required to be a Greenhouse Soy Company customer. I am not required to place any order with Greenhouse Soy Company if I complete a wholesale application.

2) Wholesale pricing is subject to change without advanced warning.

3) Some Greenhouse Soy Company products may not be available for wholesale pricing or for resale in stores. Products that are offered at wholesale prices may change or be removed from the wholesale program without advanced warning.

4) Payment for wholesale orders must be made at the time of purchase on the GHSC website. The website accepts only debit/credit cards and Paypal. There are no Net 30 arrangements at this time.

5) There is a $200 minimum purchase for initial wholesale orders, and a $100 minimum after that on all wholesale orders.

6) Any coupon, sales, or discounts advertised by Greenhouse Soy Company are not valid on wholesale orders.

7) I understand that there may be item minimums or case minimums for wholesale products, and that I may not be able to mix-and-match all types of products.

Shipping Policies

1) Allow for at least one week to process wholesale orders, plus shipping time. Very large orders may take longer. You may contact us via e-mail or phone to find out the status of your wholesale order.

2) I am required to pay insurance on the shipment. This is included in my shipping and handling fee.

3) Greenhouse Soy Company is not responsible for damage or loss in transit. Reseller is responsible for filing a claim with UPS for damage or loss in transit.

4) I understand that Greenhouse Soy Company only ships UPS, and that shipping is at my expense. Any free shipping offers advertised on GHSC website do not apply to wholesale orders.

Return Policies

1) Greenhouse Soy Company accepts returns for ANY reason, within 10 business days of original shipping date. Returns after 10 business days from the original shipping date will not be accepted.

2) All returns must be authorized first by Greenhouse Soy Company via e-mail or phone. Authorization will result in a 100% refund on all products, not including shipping. Without authorization, returns are subject to a 20% restocking fee.

3) Cancellations after a wholesale order has been placed are not guaranteed.

4) Any returns must be in condition for resale. Reseller will not be reimbursed for any product not in resale condition.

5) Reseller is liable for all return shipping fees.

Displaying Candles

1) I will sell Greenhouse Soy Company candles without making revisions to the appearance of the candles. This includes not making any changes to the products, packaging, or labels. (For example, no adorning the candles with ribbons or other decorations.) The only exception to this is private labeling, which must be coordinated with Greenhouse Soy Company.

2) I understand that Greenhouse Soy Company candles are made by hand and hand poured. There may be slight variations in color, wick position, etc.

3) I may not use photos from www.greenhousesoycompany.com without written permission from the company.

Resale Pricing

1) As a reseller, I may set my own prices on Greenhouse Soy Company products. My price for any given product may be lower, higher, or the same as the prices listed at www.greenhousesoycompany.com.

Private Labeling

1) Resellers may choose to receive Greenhouse Soy Company products without labeling and use their own labels. Private labeling products are the same price as labeled wholesale products. Reseller’s must not use the Greenhouse Soy Company name, logo, or any other identifying characteristic in their private labeling. Reseller’s labels must be submitted electronically to Greenhouse Soy Company and are subject to approval.