Wholesale Application

These Wholesale Terms and Conditions (the "Terms") govern the purchase and resale of Essential Oxygen products by approved wholesale account holders. They form an agreement between Raw Essentials Living Foods LLC, doing business as Essential Oxygen ("Essential Oxygen," "we," "us," or "our"), and the business applying for or holding a wholesale account ("Reseller," "you," or "your"). By submitting a wholesale application, checking the acknowledgment box, and purchasing products from us, you agree to be bound by these Terms.

1. Authorized reseller status

Wholesale accounts are granted at Essential Oxygen's discretion and only after review and approval of your application and supporting documents. Your account is non-exclusive and non-transferable, and it does not create any partnership, franchise, agency, or employment relationship.

• You may resell Essential Oxygen products only through the sales channels identified and approved in your application, which may include your physical retail location or practice and your approved website or online storefront.

• You agree to keep your account information current, including your business license, resale or reseller permit number, and the list of storefronts and websites through which you sell.

• You will not sell, transfer, divert, or transship Essential Oxygen products to any other party that you know, or reasonably should know, intends to resell them through an unauthorized channel.

2. Prohibited online marketplaces

Protecting the Essential Oxygen brand, our pricing, and our authorized retail partners requires control over where our products appear online. Accordingly:

• You shall not list, advertise, market, sell, fulfill, or distribute Essential Oxygen products on Amazon, including Amazon.com and any Amazon-owned, Amazon-operated, or Amazon-affiliated marketplace or platform in any country, whether as a first-party or third-party seller, and whether directly or indirectly through any agent, affiliate, fulfillment service, or other third party.

• You shall not knowingly sell or supply Essential Oxygen products to any person or entity that intends to resell them on Amazon.

• Sales on any other third-party online marketplace, including for example Walmart Marketplace, Target, eBay, Etsy, Temu, TikTok Shop, Meta, and comparable platforms, are not permitted without Essential Oxygen's prior written authorization.

• This section applies to your own listings and to any listings created on your behalf. You are responsible for the conduct of your employees, agents, and any third party acting for you.

3. Minimum Advertised Price (MAP) policy

Essential Oxygen maintains a Minimum Advertised Price policy to preserve the value of the brand and a level playing field for all authorized resellers. MAP is the lowest price at which a product may be advertised or publicly displayed. MAP governs the advertised price of a product, not the final price at which you may choose to sell it.

• You agree to advertise Essential Oxygen products at or above the applicable MAP set by Essential Oxygen, as stated in the then-current MAP schedule at MAP Policy

• MAP applies to all public-facing advertising and displayed pricing across every channel you use, including your ecommerce site and any other online storefront, authorized marketplaces, social media, email marketing, search and shopping ads, digital flyers, and print.

• You shall not publicly display, advertise, or promote a price below MAP. This includes showing a strike-through or sale price below MAP, and using publicly visible coupons, automatic discounts, or promotional codes that reduce the advertised price below MAP.

• Because MAP governs the advertised price and not the sale price, you may offer a price below MAP through means that do not advertise that price publicly, such as an add to cart to see price mechanism or an in-cart discount, to the extent permitted by the current MAP schedule.

• The MAP policy is set and enforced by Essential Oxygen at its sole discretion. We may establish, change, or withdraw MAP for any product on notice, and we may enforce the policy independently of any other term of this agreement.

4. Brand, trademark, and content use

We grant you a limited, non-exclusive, revocable license to use the Essential Oxygen name, logos, and approved product images solely to market and resell genuine Essential Oxygen products during the term of your account.

• Use only marketing assets, product descriptions, and claims that Essential Oxygen has approved or provided. Do not create, alter, or embellish product claims, and follow Essential Oxygen's product and claims guidance.

• Do not register or attempt to register any Essential Oxygen trademark, trade name, domain name, or social handle, or any confusingly similar mark. Do not use Essential Oxygen trademarks in a way that suggests you are Essential Oxygen or an official brand store rather than an independent authorized reseller.

5. Product integrity

• Sell only genuine, unaltered Essential Oxygen products in their original packaging.

• Products must be sold only in their original, unopened packaging as supplied by Essential Oxygen. Retailers may not repackage, relabel, decant, bundle, create multipacks including two-packs or three-packs, reconfigure, tamper with, or otherwise alter any product, its packaging, labeling, or its lot and manufacturing or expiration information.

• Do not sell expired, damaged, or recalled product, and cooperate promptly with any recall or product withdrawal.

• Store and handle products in accordance with any storage or handling guidance we provide.

6. Orders, pricing, payment, and shipping

• Wholesale pricing. Wholesale pricing is set out in our current wholesale price list. The price list in effect on the date your order is placed governs that order.

• Price changes. We may revise the wholesale price list from time to time. We will give you at least thirty days written notice before a revised price list takes effect, except where a change is driven by a supplier cost increase, a tariff or regulatory change, or another circumstance outside our reasonable control, in which case we will give as much notice as is practical. Notice is sent to the email address on your wholesale account, so you are responsible for keeping that address current.

• Orders placed before the effective date of a revised price list are fulfilled at the prior pricing.

• Orders placed on or after the effective date are fulfilled at the revised pricing. This includes orders drawn from a saved cart, a draft order, or a quote prepared before the change, unless we have confirmed held pricing in writing.

• Promotional pricing, volume incentives, and limited time offers sit outside the price list. We may start, change, or withdraw them at any time and the thirty day notice does not apply to them.

• A revised price list does not change any other part of these Terms, and continuing to order after a revision takes effect constitutes acceptance of the revised pricing.

• Payment terms. All orders are prepaid in full at checkout. Essential Oxygen does not offer payment terms, credit accounts, invoicing, purchase order billing, consignment, or early payment discounts, and no such arrangement is available on request. Orders will not be released for fulfillment until payment has cleared.

• Minimum order. There is no minimum opening order and no reorder minimum. You may order in any quantity available through the wholesale catalog.

• Shipping. We ship wholesale orders to United States addresses only. Shipping is by UPS and USPS. Rates are calculated by the carrier based on the weight of the order and the distance from our warehouse to your address. Essential Oxygen does not profit from shipping. Carrier costs are passed through to you.

• Free shipping. Orders of $1,200 or more, after promotions and discounts are applied, automatically qualify for free UPS Ground shipping to any continental United States location. Alaska and Hawaii are excluded. We may change or withdraw the free shipping threshold at any time. The shipping policy published on the wholesale site at the time your order is placed governs that order.

• Order processing. Orders are processed Monday through Friday, 7:00 am to 3:30 pm Pacific, excluding holidays. Orders placed after 3:30 pm on Friday or over the weekend are processed the following Monday. Allow three to ten business days for delivery depending on your location and the carrier.

• Documentation. Customers are responsible for ensuring that all required business documentation, including business licenses, resale certificates, permits, and other applicable tax documentation, remains current and valid at all times. Customers must promptly provide updated documentation upon renewal, expiration, or upon Essential Oxygen's request. Failure to maintain current documentation may result in suspension or termination of wholesale purchasing privileges until valid documentation is received.

7. Returns, damages, and claims

• All wholesale sales are final unless otherwise approved in writing by Essential Oxygen. Customers are responsible for inspecting all shipments promptly upon receipt. Failure to report shortages, shipping damage, or product defects within the required claim period constitutes acceptance of the shipment.

• Any shipment shortages, shipping errors, damaged products, or product defects must be reported in writing within five (5) business days of delivery. Claims must include photographs, lot numbers, quantities affected, and any other information reasonably requested by Essential Oxygen.

• Returns may not be made without prior written authorization from Essential Oxygen. Unauthorized returns may be refused.

• Products approved for return must be unopened, unused, in their original packaging, and received in resalable condition unless the return relates to a verified product quality issue.

• Essential Oxygen reserves the right, at its sole discretion, to provide a replacement, issue an account credit, or provide another appropriate remedy for approved claims.

• Products that have been opened, repackaged, relabeled, bundled, altered, improperly stored, expired, or damaged after delivery are not eligible for return, replacement, or credit.

• Customers are responsible for properly storing and rotating inventory. Essential Oxygen is not responsible for product deterioration resulting from improper storage, handling, or failure to rotate inventory.

8. International orders

Essential Oxygen does not ship outside the United States, because of the additional taxes and fees imposed at customs, and does not act as the exporter of record for international shipments. International customers may purchase Essential Oxygen products only by either requesting shipment to a destination within the continental United States designated by the customer, or arranging pickup from our warehouse in Fairfield, California by the customer's designated carrier or freight forwarder.

• Title to and risk of loss transfer to the customer upon delivery to the customer's designated domestic shipping location or upon pickup by the customer's designated carrier, as applicable.

• The customer is solely responsible for all export arrangements, freight forwarding, customs clearance, duties, taxes, import permits, and all costs associated with exporting and importing the products.

• The customer is solely responsible for ensuring that the purchase, importation, marketing, labeling, distribution, and sale of Essential Oxygen products comply with all applicable laws, regulations, and governmental requirements in the destination country or jurisdiction.

• This includes, without limitation, compliance with requirements relating to product registration, ingredient restrictions, hydrogen peroxide concentration limits, labeling and language requirements, warnings, packaging, certifications, import restrictions, and any other applicable regulatory requirements.

• Essential Oxygen makes no representation or warranty that its products, packaging, labeling, or marketing materials comply with the laws or regulatory requirements of any jurisdiction outside the United States. The customer assumes all responsibility and liability for determining whether the products may be lawfully imported, marketed, distributed, or sold in the destination country.

• Essential Oxygen shall not be liable for any shipment delays, refusals, seizures, recalls, penalties, or other losses arising from the customer's failure to comply with applicable international laws or regulations.

9. Compliance with laws

You agree to comply with all applicable federal, state, and local laws and regulations in connection with your purchase, advertising, and resale of Essential Oxygen products, including advertising, labeling, and consumer protection requirements.

10. Confidentiality

Wholesale pricing, the MAP schedule, and other non-public program information are confidential. You agree not to disclose them to any third party except as necessary to operate your business and on a confidential basis.

11. Term, suspension, and termination

Either party may end this relationship at any time on written notice. Essential Oxygen may suspend or terminate your wholesale account immediately, refuse or cancel orders, and revoke the brand license granted here if you breach these Terms, including any violation of the prohibited marketplace or MAP sections. On termination, you will stop using the Essential Oxygen name, marks, and materials, except as we may permit in writing to sell through remaining authorized inventory.

12. Enforcement, remedies, and no waiver

A violation of these Terms may result in loss of authorized reseller status, cancellation of pending orders, forfeiture of promotional or co-op support, and any other remedies available to us. Our decision not to enforce a term on any occasion is not a waiver of our right to enforce it later. The prohibited marketplace and MAP policies are enforced at our sole discretion.

13. Changes to these Terms

We may update these Terms and the MAP schedule from time to time. Each version carries a version number and date. We will make the current version available through the wholesale account and on the wholesale application, and your continued purchasing of Essential Oxygen products after an update constitutes acceptance of the updated Terms.

14. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Marin County, California.

15. Entire agreement and severability

These Terms, together with your approved application, the current wholesale price list, and the MAP schedule, are the entire agreement between the parties regarding your wholesale account and supersede any prior understanding on the subject. If any provision is found unenforceable, the remaining provisions stay in effect.

Essential Oxygen Wholesale Terms and Conditions | v1.0 | Effective September 4, 2026