Baja Llama US Wholesale Reseller Agreement

Last updated September 17, 2026

This US Wholesale Reseller Agreement (this "Agreement") is effective as of ____________________ (the "Effective Date") between Baja Llama, a ____________________ ("Baja Llama"), and ____________________________________ ("Reseller").

1. Certain Definitions

1.1"Confidential Information" has the meaning given in Section 10.

1.2"Customer" means a consumer customer or prospective consumer customer of Reseller in the Territory.

1.3"Disclosing Party" has the meaning given in Section 10.

1.4"Minimum Order Requirement" has the meaning given in Exhibit A.

1.5"Online Reseller" means a Reseller that is listed as an online Reseller in Exhibit A.

1.6"Order Acknowledgment" has the meaning given in Section 3.1.

1.7"Baja Llama Marks" means the trademarks, service marks, trade names and logos provided by Baja Llama to Reseller.

1.8"Product List" means the Baja Llama seasonal product and price list offered to its Resellers that is in effect at the time of the Order Acknowledgment. Baja Llama may, in its sole discretion from time to time, modify its Product List upon written notice to Reseller.

1.9"Product" means any product that is listed in the Product List.

1.10"Purchase Orders" has the meaning given in Section 3.1.

1.11"Receiving Party" has the meaning given in Section 10.

1.12"Retail Reseller" means a Reseller that is listed as a retail Reseller in Exhibit A.

1.13"Retail Stores" means each retail store listed in Exhibit A.

1.14"RMA" and "RMA Procedure" each have the meaning given in Section 5.

1.15"Term" means the term set forth in Exhibit A.

1.16"Website" means each website listed in Exhibit A.

2. Appointment

2.1Appointment. Subject to the terms and conditions of this Agreement, Baja Llama hereby appoints Reseller (and Reseller accepts such appointment) as a non-exclusive Reseller of the Products. Reseller may not sell Products through a retail store unless it is a Retail Reseller, and may not sell Products through a website unless it is an Online Reseller. Reseller may not sell Products through any printed catalog without written authorization from Baja Llama. Pursuant to the terms and conditions of this Agreement, Reseller is authorized to purchase from Baja Llama and resell the Products, on its own account, in the form originally received and without modification, to Customers. Reseller represents and warrants that all Products purchased from Baja Llama under this Agreement are intended for resale by Reseller to Customers. Products shall not be resold by Reseller to any other entity for resale. Reseller understands that this appointment is nonexclusive, and that Baja Llama may appoint other Resellers and may sell Products directly to potential customers.

2.2Retail Reseller. Retail Reseller represents and warrants that each Retail Store listed in Exhibit A is owned or operated by Retail Reseller, unless otherwise approved by Baja Llama management in writing. Retail Reseller represents and warrants that its Retail Stores maintain an inventory of and offer for sale general apparel and accessories. Each store Reseller desires to list in Exhibit A is subject to Baja Llama's prior written approval, which may be withheld in Baja Llama's sole discretion. Each store must be available for initial review by Baja Llama prior to any potential approval and is subject to periodic review and approval or rejection each year. Upon such approval or rejection, the parties will update Exhibit A accordingly.

2.3Online Reseller. If Reseller is an Online Reseller as indicated in Exhibit A, Online Reseller may sell Products online through approved Websites. Online Reseller represents and warrants that each Website listed in Exhibit A is owned or operated by Online Reseller, unless otherwise approved by Baja Llama management in writing. Each website Online Reseller desires to list in Exhibit A is subject to Baja Llama's prior written approval, which may be withheld in Baja Llama's sole discretion. Each website must be available for review by Baja Llama prior to any potential approval and is subject to periodic review and approval or rejection each year. Upon such approval or rejection, the parties will update Exhibit A accordingly. The terms of Exhibit B shall apply to Online Reseller.

3. Purchases

3.1Placing Orders. To order Products from Baja Llama for distribution under this Agreement, Reseller shall submit written purchase orders requesting the purchase of Products from Baja Llama ("Purchase Orders"). Orders are ordinarily placed through NuORDER, Baja Llama's wholesale platform, or through Faire for accounts transacting on that platform. A Purchase Order shall not be considered accepted until a written acceptance of the Purchase Order has been issued by Baja Llama ("Order Acknowledgment"). Baja Llama in its sole discretion reserves the right to reject any Purchase Order. The initial order must equal or exceed the Minimum Order Requirement.

3.2Order of Precedence. Notwithstanding Reseller's desire to use a standardized purchase order or other documents which may contain terms in addition to or at variance with this Agreement, it is expressly understood and agreed that other forms shall not add to nor vary the terms of this Agreement whether or not referenced therein, and such varying or additional terms are hereby objected to by Baja Llama. In the event of any conflict between the terms and conditions of this Agreement and any document exchanged by the parties for any order hereunder, the order of priority shall be: (i) this Agreement, (ii) the Baja Llama invoice, and (iii) the Order Acknowledgment.

3.3Delivery. Delivery shall be EXW Baja Llama's point of shipment (Incoterms 2020). Title to the Products and risk of loss to the Products shall pass to Reseller at that point. Products shall be deemed accepted as soon as the Products are made available to the carrier at the point of shipment, the carrier acting as Reseller's agent. Reseller shall pay all transportation charges unless otherwise agreed upon in advance in writing. Reseller may specify a carrier by written notice to Baja Llama, subject to Baja Llama's consent (which consent will not be unreasonably withheld). In the absence of specific instructions by Reseller, the carrier will be selected by Baja Llama.

3.4Delivery Dates. Baja Llama will use commercially reasonable efforts to meet the delivery dates provided by Baja Llama to Reseller. Notwithstanding the foregoing, such delivery dates are estimates only and Reseller shall have no claim against Baja Llama for any delays that may occur despite application of its commercially reasonable efforts. Delivery in installments shall not relieve Reseller of its obligation to accept the remaining deliveries. Baja Llama reserves the right to make shipments at any time up to fourteen (14) days prior to the requested delivery date, and Reseller shall not reject tendered Products for the sole reason of such early delivery.

3.5Inspection. Reseller agrees to examine, or cause to be examined, all Products shipped by Baja Llama promptly upon receipt thereof, and to immediately file, or cause to be filed, a claim with the carrier upon discovery of any damage to or shortage in the Products, and to notify Baja Llama within ten (10) days after receipt of the Products of any such claim pertaining thereto. All such claims shall be deemed waived unless presented to Baja Llama in writing or by electronic transmission within ten (10) days after such receipt.

3.6Order Adjustment. All orders are non-cancelable and non-refundable unless explicitly agreed to by Baja Llama. Any requests for order adjustments must be submitted in writing to Baja Llama no later than three (3) weeks prior to the original ship date and cannot be greater than 20% of the original order. Any request for order cancellations must be submitted in writing to Baja Llama no later than 45 days prior to original ship date. The price of any such rescheduled order shall be the price in effect as of the date of the original Purchase Order. For the avoidance of doubt, Baja Llama may refuse any such order adjustment or cancelation requests in its sole discretion.

4. Pricing and Payment

4.1Prices. The prices to be paid by Reseller for the Products shall be those prices set forth on the Product List in effect at the time of the Order Acknowledgment, less the applicable discount set forth in Exhibit A. All prices are stated in U.S. Dollars. Reseller's discount is applied to the Product total, not the invoice total including freight and other costs. If Reseller makes an order that qualifies for certain discounts and later adjusts or cancels portions of such order so that it no longer qualifies for such discounts, then such discount will be lost and Baja Llama will charge Reseller's account to adjust for the lost discount. For any late payments or past due accounts, all discounts will be lost.

4.2Taxes. Reseller will be responsible for and will indemnify and hold Baja Llama harmless from payment of all taxes (other than taxes based on Baja Llama's net income), fees, duties and other governmental charges, and any related penalties and interest, arising from the payment of fees under this Agreement or the delivery or license of the Product to Reseller. Reseller will make all payments to Baja Llama free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments to Baja Llama will be Reseller's sole responsibility, and Reseller will provide Baja Llama with official receipts issued by the appropriate taxing authority, or such other evidence as Baja Llama may reasonably request, to establish that such taxes have been paid. Reseller will furnish Baja Llama with a valid resale exemption certificate for each state into which Products are shipped.

4.3Payment Terms. Opening orders are payable in full prior to shipment by credit card, check or ACH. Net 30 terms may be extended at Baja Llama's sole discretion following a consistent payment history and approval of Reseller's credit application. Credit card payments up to $1,000 are accepted at time of shipment or with a Baja Llama manager's approval. All decisions with respect to the extension or continuation of credit shall be at Baja Llama's sole discretion. Reseller agrees to pay all Baja Llama invoices by the stated due date, or no later than 30 days after the invoice date if there is no due date listed. Past due unpaid invoices are subject to a late fee of 1.5% per month or the highest rate permissible by law on the outstanding balance, whichever is lower. Returned checks are subject to a charge of $25 or 5% of the check amount, whichever is greater. Should Baja Llama institute formal collections action, Reseller agrees to pay collection agency fees and reasonable attorney fees, and all court or other costs incurred in connection with any such proceedings. Refused COD shipments are subject to a 15% restocking charge plus freight. All payments shall be made in U.S. dollars and are non-refundable. All accounts must carry a zero past due balance before a subsequent order is shipped.

4.4Security Interest. Reseller hereby grants a security interest in each Product furnished hereunder and the proceeds therefrom including accounts receivable, to secure full payment of the purchase price to Baja Llama. Reseller agrees to execute any financing statements or other documents Baja Llama requests to protect its security interest.

5. Returns

5.1The following procedures will apply to all return of Products from Reseller to Baja Llama under this Agreement ("RMA Procedures"): For all returns, Reseller must first notify Baja Llama in writing of the reason for the return and request a return material authorization ("RMA") number. Within five (5) days after its receipt of the RMA number, Reseller may ship the Product to Baja Llama and shall include a notation of the RMA number, sufficient information to identify the original Purchase Order, and a brief statement explaining the reason for return. Any Product returned to Baja Llama without an authorized RMA number will be returned to Reseller, freight collect. If Baja Llama determines that any returned Product was not eligible for return, Baja Llama will return such Product to Reseller at Reseller's expense and risk, along with a written statement setting forth the basis for Baja Llama's conclusion that the returned Product was not eligible for return, and Reseller agrees to pay Baja Llama's reasonable costs of handling and testing. The right to return Products is extended only to Reseller. Baja Llama will not accept returns directly from Reseller's Customers or users of Reseller's products. The right to return shall not apply to any used or modified Products.

6. Reseller's Other Obligations

6.1Inventory. Reseller agrees to provide and maintain, without expense to Baja Llama, suitable places of business, adequate trained personnel, and such facilities as the nature of the business may make necessary or desirable in connection with the sale or distribution of Products. Reseller agrees to carry a representative stock of Products to promptly supply Reseller's customers. Reseller agrees to permit Baja Llama to examine Reseller's inventory as deemed necessary by Baja Llama. Reseller will be responsible for fulfilling orders out of its own distribution center unless otherwise agreed in Exhibit A.

6.2Marketing. Reseller will use its best efforts to market, promote, and sell the Product to Customers in an ethical, professional, and business-like manner and will diligently perform all of its other obligations under this Agreement. Reseller will not engage in any activity or action that may damage the reputation of Baja Llama or the Products. Reseller will maintain a staff of sales and technical support personnel sufficient to meet the needs of its Customers and prospects. Reseller will ensure that such personnel are properly trained with regard to the Product. Reseller will use the Baja Llama Marks to identify all copies of the Product and in all Promotional Materials. Reseller's use of the Baja Llama Marks and Promotional Materials is subject to the limitations and requirements in Section 8 (License Grants and Ownership) and to the Baja Llama Minimum Advertised Price policy then in effect.

6.3No Warranties Made by Reseller. Reseller will not make or publish any representations, warranties, or guarantees concerning the Product on behalf of Baja Llama or its suppliers. Reseller is solely responsible for any return or refund policy it provides with respect to its Customers.

7. Compliance with Laws

7.1General. In performing its duties under this Agreement, Reseller will at all times comply with all applicable federal, state, and local laws. The remaining sections of this Section 7 (Compliance with Laws) shall not limit this Section 7.1 (General).

7.2Export. Reseller agrees not to export, re-export, or transfer, directly or indirectly, any Products acquired from Baja Llama in violation of the United States export laws or regulations.

8. License Grants and Ownership

8.1Trademark License. Subject to the terms of this Agreement, Baja Llama hereby grants to Reseller a non-exclusive, nontransferable, and non-assignable authorization during the Term to use the Baja Llama Marks solely to promote the Products in a manner consistent with this Agreement. Reseller will provide Baja Llama a sample of each proposed use of the Baja Llama Marks and will obtain Baja Llama's approval prior to use. Reseller will use the Baja Llama Marks only as provided and in conformance with any trademark usage guidelines provided, from time to time, by Baja Llama to Reseller. Reseller acknowledges Baja Llama's exclusive ownership of the Baja Llama Marks, and Reseller agrees not to take any action inconsistent with such ownership and to cooperate, at Baja Llama's request and expense, in any action (including the conduct of legal proceedings) that Baja Llama deems necessary to establish or preserve Baja Llama's exclusive rights in and to the Baja Llama Marks. Reseller will promptly inform Baja Llama of any known or reasonably suspected infringement or misappropriation of Baja Llama's trademarks or copyrights. Reseller will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Baja Llama Marks or use the Baja Llama Marks in such a way as to create combination marks with Reseller's own marks. Reseller shall not bid on the Baja Llama Marks as paid search keywords without Baja Llama's prior written approval. Baja Llama may terminate this trademark license if, in Baja Llama's reasonable discretion, Reseller's use tarnishes, blurs or dilutes the quality associated with the Baja Llama Marks or the associated goodwill and such unauthorized use is not cured within five (5) days of notice of such use.

8.2Promotional Materials. Baja Llama may provide Reseller with sales, technical, and marketing materials, including Product photos, lifestyle imagery and copy related to the Products ("Promotional Materials"). Subject to the terms of this Agreement, Baja Llama hereby grants to Reseller a non-exclusive, nontransferable, and non-assignable license during the Term to distribute the Promotional Materials solely to promote the Products in a manner consistent with this Agreement. Lifestyle imagery is licensed for retail application only and for domestic use.

8.3Ownership. Baja Llama reserves all rights not expressly granted in this subsection. Except for the limited rights granted herein by Baja Llama to Reseller, nothing in this Agreement will serve to grant to Reseller any intellectual property owned or claimed by Baja Llama in the Products, Baja Llama Marks, Promotional Materials or otherwise. Reseller acknowledges and agrees that Baja Llama has sole right, title and interest in and to the Products, Baja Llama Marks, Promotional Materials and all other intellectual property rights in the Products, Baja Llama Marks, or Promotional Materials. All goodwill arising from Reseller's use of the Baja Llama Marks inures solely to Baja Llama.

9. Term and Termination

9.1Term. Unless terminated earlier as provided in this Agreement, this Agreement will remain in effect for the Term. This Agreement will automatically be extended for successive renewal terms of twelve (12) months each unless either party gives written notice of non-renewal at least thirty (30) days before the expiration of the then-current term.

9.2Termination. This Agreement may be terminated as follows or as otherwise set forth in the Agreement:

(a)For Cause by Baja Llama. This Agreement may be terminated by Baja Llama for cause, immediately upon the occurrence of any of the following events and effective upon delivery of notice by Baja Llama to Reseller: (i) if Reseller ceases to do business, or otherwise terminates Reseller's business operations; (ii) if Reseller fails to secure or renew any license, permit, authorization, or approval for the conduct of Reseller's business or if any such license, permit, authorization, or approval is revoked or suspended; (iii) if Reseller seeks protection under any bankruptcy, receivership, trustee, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against Reseller; or (iv) if Reseller resells or transships Products in violation of Section 2.1.

(b)For Cause by Either Party. Without limiting the provisions above, each party will have the right to terminate this Agreement if the other party materially breaches any of its duties or obligations under this Agreement and such breach is not cured within thirty (30) days of receipt of notice of such breach from the non-breaching party.

(c)For Convenience by Either Party. This Agreement (or Reseller's status as a Retail Reseller or Online Reseller) may be terminated by either party for convenience, upon issuance of at least three (3) months' prior written notice by the terminating party to the other party. The parties expressly agree that a three (3) month period of notification to terminate constitutes "reasonable advance notice" of termination, and is both reasonable and adequate considering all of the terms and conditions of this Agreement.

9.3Effect of Termination.

(a)Upon termination or expiration of this Agreement for any reason, (i) any amounts owed to Baja Llama under this Agreement before such termination or expiration will be immediately due and payable, (ii) all license rights granted in this Agreement will immediately cease to exist, (iii) Reseller must promptly discontinue all further use of the Baja Llama Marks and Promotional Materials, and all further use and distribution of the Product, and (iv) each party must comply with Section 10.4 (Return of Confidential Information).

(b)Notwithstanding the foregoing, Baja Llama may either, in its sole discretion, (i) allow Reseller to continue to distribute its existing inventory of the Products for a period not to exceed six (6) months in accordance with this Agreement; or (ii) repurchase all of the Products in Reseller's inventory within thirty (30) days after termination, at a total price equal to (1) the quantity of Products in inventory which are in factory-new condition, multiplied by (2) the lower of (A) the current price as listed in the Product List for such Products or (B) the average price actually paid by Reseller for all such Products.

(c)Upon the expiration or termination of this Agreement, Baja Llama reserves the right to refuse to fill Reseller's Purchase Orders regardless of any Order Acknowledgment issued prior to such expiration or termination but may (at its sole discretion) choose to fill such orders. The acceptance by Baja Llama of any such order shall not be construed as a renewal or extension of this Agreement, nor as a waiver of expiration or termination, but in the absence of a new written agreement signed between Baja Llama and Reseller all such order shall be governed by provisions identical with the provisions of this Agreement insofar as they relate to such order.

9.4Survival. Sections 4.2 (Taxes), 6.3 (No Warranties Made by Reseller), 8.3 (Ownership), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Confidentiality), 11 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), and 14 (General Provisions) will survive expiration or termination of this Agreement for any reason.

10. Confidentiality

10.1Confidential Information. Each party (the "Disclosing Party") may from time to time during the Term disclose to the other party (the "Receiving Party") certain information regarding the Disclosing Party's business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information ("Confidential Information"). The Disclosing Party will mark all Confidential Information in tangible form as "confidential" or "proprietary" or with a similar legend. The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party. Product Lists, wholesale pricing and unreleased product information are Confidential Information of Baja Llama whether or not so marked.

10.2Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

10.3Exceptions. The Receiving Party's obligations under the preceding subsection with respect to any Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party, (y) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (z) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

10.4Return of Confidential Information. The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party's request, the Receiving Party will certify in a writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this subsection.

10.5Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law; (b) pursuant to a mutually agreeable press release; or (c) in connection with a proposed merger, financing, or sale of such party's business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement consistent with the obligations imposed on the Disclosing Party pursuant to this section).

11. Warranty Disclaimer

11.1All Products are provided "as is". Baja Llama specifically disclaims any and all express, implied or statutory warranties, including any implied warranties of fitness for a particular purpose, merchantability, title, or non-infringement and any warranties arising from course of conduct or usage of trade. No person is authorized to make any other warranty or representation concerning the Products.

12. Indemnification

12.1Reseller agrees to defend, indemnify and hold harmless Baja Llama from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) brought by third parties (including any customers) resulting from or relating to: (a) any acts or omission of Reseller or Reseller's personnel; (b) any breach by Reseller of its warranties, obligations, duties, or responsibilities under this Agreement; (c) any representations, warranties, guarantees or other written or oral statements made by or on behalf of Reseller relating to the Products; (d) a claim against Baja Llama made by Customers who received the Product from Reseller, other than a claim arising solely from a defect in the Product as manufactured; or (e) any violation of any and all applicable third party requirements, including privacy and consumer protection laws and PCI requirements (if applicable), by Reseller or its personnel. Baja Llama will notify Reseller in writing of such action, give Reseller control of the defense thereof and settlement negotiations (provided that any settlement that affects Baja Llama shall be subject to Baja Llama's prior written consent, which may be withheld in Baja Llama's sole discretion), and cooperate at, and at Reseller's reasonable request and expense, assisting in such defense.

13. Limitation of Liability

13.1Baja Llama's aggregate cumulative liability for damages to Reseller resulting from or arising out of this Agreement or the Products will in no event exceed the amounts Reseller has paid Baja Llama in the twelve (12) months preceding the first claim to give rise to liability. The existence of more than one claim will not increase this limit.

13.2Baja Llama will not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this Agreement or the Products, however caused and under any theory of liability, whether in contract, tort (including negligence), or otherwise, including lost profits, loss of business, interruption of business, loss of use, loss of data, or cost of procurement of substitute goods or services, even if it has been advised of the possibility of such damages.

13.3Reseller acknowledges and agrees that the amounts payable under this Agreement are based in part upon these limitations, and that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

14. General Provisions

14.1Independent Contractors. The parties expressly acknowledge and agree that Reseller is and at all times will be an independent contractor in all matters. Reseller is not an agent of Baja Llama for any purpose and has no right, power or authority to bind or commit Baja Llama to any obligation, nor to affix Reseller's name or signature on behalf of Baja Llama (unless expressly authorized to do so in writing by Baja Llama), nor will Reseller purport to have such power or authority. Reseller is not and will not act as an employee of Baja Llama for any purpose within the meaning or application of any federal, state, or local laws or regulations, nor impute any obligation or liability to Baja Llama by reason of any employment relationship. Reseller will not enter into any agreement, contract, or arrangement with any person or entity imposing any legal obligation or liability of any kind on Baja Llama.

14.2Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of North Carolina, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

14.3Venue. Any action or proceeding arising from or relating to this Agreement may be brought in a federal court in the Western District of North Carolina or in state court in Buncombe County, North Carolina, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

14.4Severability; Waiver. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.5No Assignment. This Agreement, and Reseller's rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Reseller without Baja Llama's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

14.6Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service, with a copy by email. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

14.7Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Electronic and scanned signatures shall have the same force and effect as originals.

14.8Entire Agreement. This Agreement, including its Exhibits and the Baja Llama Minimum Advertised Price policy incorporated by reference, is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Reseller and an officer of Baja Llama.

14.9Construction. The parties acknowledge that this Agreement is drafted and executed in, and shall be solely governed by the English language, which shall control, in all respects, the construction and interpretation of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. Unless otherwise provided, the term "including" as used herein will mean "including without limitation" and "day" means actual days and not business days.

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How this agreement is executed

This page is the current form of the agreement, published for reference. Approved accounts receive a copy to countersign, together with Exhibit A completed for their account. Nothing on this page creates an account or obligates Baja Llama to open one.

Apply for a wholesale account or email hello@bajallama.com.

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Exhibit A

Reseller Schedule

I. GENERAL INFORMATION

"Term": Effective through  

"Retail Reseller":  [ ] Yes    [ ] No

If Yes, the approved "Retail Stores" are (please list name and full address):

1.  

2.  

3.  

4.  

5.  

"Online Reseller":  [ ] Yes    [ ] No

If Yes, the approved "Websites" are:

1.  

2.  

3.  

4.  

5.  

If Yes, list physical contact information:

Name  

Email  

Phone / Ext.  

Address  

If Yes and Approved, the terms in Exhibit B apply.

Websites above approved by (Baja Llama)    Date  

II. ORDER INFORMATION

"Discount": Fifty percent (50%) off MSRP as published on the Product List.

"Minimum Order Requirement": $  of Products (wholesale) for the opening order.

Reorder minimum: $  per order.

Payment terms:  [ ] Prepay    [ ] Net 30 approved   (date), credit line $ 

Assigned Baja Llama sales representative:  

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Exhibit B

Online Reseller Terms

1. Additional Requirements for Online Distribution

1.1Online Reseller may only represent and offer Product for sale on its Websites for which a preseason order has been placed and inventory is available in their warehouse. Any drop ship arrangement will be subject to mutual agreement of the parties and a separate drop ship agreement or exhibit.

1.2Online Reseller may not attempt to resell Products via auction websites such as "eBay" or any similar third-party website, nor via any third party marketplace including Amazon, Walmart Marketplace, Temu, Etsy or Poshmark, nor via any flash sale or liquidation platform.

1.3Online Reseller is required to provide effective systems, policies, and services to ensure that the needs of the Customer are met. Specifically, the Online Reseller must have the ability to provide the services listed below.

1. Each Website shall include a fully operational shopping cart within the identified domain and purchases must take place on a secure server.
2. Each Website should clearly provide evidence of a recognized online order encryption or payment security service.
3. Provide instant online order confirmation with an order number and information on order delivery.
4. Provide customers with multiple ways to contact the Online Reseller for follow-up on an order, including email and telephone. This information should be displayed prominently on each Website.
5. Provide a dedicated internet team to respond to customer inquiries within 24 hours.
6. Assist customers with product return and refund issues.
7. At the time of the customer's purchase, Online Reseller must advise the customer of the availability of the Products ordered by the customer.
8. Online Reseller will make its best efforts to ship all Products to the customer within 48 hours of the placement of an order, and will state the anticipated shipping date for any Products for sale on each Website that would not be available for shipping within said 48 hour period.
9. Online Reseller will be responsible for all credit card fees and shall implement an appropriate policy to ensure the security of credit card and other customer information, and to prevent online fraud.
10. All freight and applicable sales taxes shall be the responsibility of Online Reseller.
11. Must have the ability to segregate out of season and off-price product to a separate location on the Website clearly marked as "Outlet" or a similar description.
12. Product must be presented using Baja Llama supplied imagery and product copy. Altered photography or rewritten descriptions that misstate the Product are not permitted.

1.4Baja Llama reserves the right to randomly monitor customer satisfaction and Online Reseller's compliance with this Exhibit, including pricing compliance under the Baja Llama Minimum Advertised Price policy.

1.5Without limiting the generality of Section 7 (Compliance with Laws), Online Reseller will comply with any and all applicable privacy and consumer protection laws and PCI requirements (if applicable). Each Website will contain a privacy policy and other terms and conditions as required under any such laws and requirements.