PLEASE READ THE Wholesale TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE

The Coldest Water holds the right to raise the minimum order cost.

The Distributing Agent agrees to disclose any parties (who, and where)  they plan to resell The Coldest Water Products.

SALES RESTRICTIONS

The Distributing Agent agrees to not sell The Coldest Water Products in the following Stores/Online Platforms:

• Walmart Retail Stores, and Walmart.com
• Target Retail Stores, and Target.com
• Amazon USA, Amazon.com
• Amazon UK/EU
• Ebay.com

The Distributing Agent acknowledges that they are restricted from selling The Coldest Water Products in the following regions.

• Guam
• Japan
• UK/Europe
• Indonesia
• Saudi Arabia
• UAE – Qatar, Bahrain, Dubai and Oman
• Philippines

I understand and acknowledge that selling any products by The Coldest Water  in any other countries or websites other than listed above without written authorization by The Coldest Water is strictly prohibited. 

The Distributing Agent agrees to sell The Coldest products at listed MAP price or higher.  MAP price listing: coldest.com

3. Use of Copyrighted Music is Prohibited on sponsored posts. 

Distributors agree to follow US copyright law regarding influencers.  Influencers the distributor hires must  agree to not use any Copyrighted music with videos containing Coldest Water products. Any use of copyrighted material without permission/license by the owner to you and the brand, according to U.S. copyright law, is copyright infringement. We do not approve of any videos with copyrighted music, and agreement will be terminated if discovered. 

4. Distributor agrees to submit a template draft of their influencer agreements to The Coldest Water before hiring influencers for approval.
5. Influencers should fit into The Coldest Culture. (See below) Any influencers that are hired that end up not fitting the culture, distributor agrees to terminate influencers sponsorship agreement.

Coldest Culture:

1. We are building The Coldest Products on Earth and will set aggressive goals.
2. We are all on this epic adventure together.
3. We are respectful of one another.
4. We help each other with problems that come our way.
5. We build products we believe in.
6. We are here to make a positive difference in society, as well as make a profit.
7. Each person is important; each has the opportunity and the obligation to make a difference
8. We want everyone to enjoy the adventure we are on together.
9. We are passionate about what we do.
10. We are against animal abuse and do not create content that abuses people or animals (legalized sports like boxing, MMA, etc. is allowed).
11. We are against bullies and  do not create content that bullies other people or channels.
12. We are against anti-LGBTQ and do not create anti-LGBTQ content.
13. We are against racism and do not create racist content.
14. We are a-political. We respect people’s opinions however request to not be in any political content.  We believe it is not our place to make political statements.
15. We respect people of all religions and therefore choose to keep the business out of any religious affiliations

I, the Distributor and second party, agree to not use any copyrighted music in connection with The Coldest Water products. Any use of copyrighted material without permission is, according to U.S. copyright law, copyright infringement and grounds for termination of sponsorship/non-payment.

 ARTICLE VIII CONFIDENTIALITY

1. Each party hereto undertakes that it shall maintain strict confidentiality of all information of confidential nature, whether, oral or written, received from the other pursuant to this Agreement Confidential Information, and shall not divulge to any third party any such information. Confidential Information shall include, without limitation any and all information in relation to either party’s business or method of carrying on business, trade secrets, technical information, and any data regarding sales, marketing, and distribution of the Products.  2. Confidential Information shall not include information, which is in public knowledge or domain prior to its receipt from the disclosing party or which thereafter becomes part of the public domain through no fault of the receiving party.  3. Exclusive Distributors will be assigned a Coldest Water email to use solely for the purpose of expanding distribution in specific territories.  

This coldest gmail account email can only be used for establishing relationships with other retailers in my territory. Any other use needs express permission in writing from The Coldest Water.

Failure to comply will result in email access being revoked.

ARTICLE IX COMPLIANCE WITH THE LAWS

 In connection with its obligations under this Agreement, the Distributor agrees to comply with all state (Territory), local and foreign laws, constitutions, codes, statutes, and ordinances of any governmental authority that may be applicable to the Distributor regarding its activities under this Agreement or the Supplier products, including all applicable export control laws and regulations. The Supplier hereby agrees to cooperate fully and execute all further documents related as the Distributor reasonably may request in connection with such compliance. 

ARTICLE X DELAY AND PRODUCT WARRANTIES

1. The Distributor has the right to replace products at the cost of the Supplier in the following situations: 
   1. The products are subject to allegations against the Distributor, that question the legitimacy and credibility of the product, such as infringements on any patent, trademark, trade secret, copyright, right of privacy or publicity, or any other tangible or intangible proprietary or intellectual property right. 
   2. The products are not manufactured, packaged, or labeled in accordance with industry standards and/or all applicable laws, or ordinances, rules, and regulations. The Distributor shall inform the Supplier about the laws and regulations in force in the Territory to which the Products must conform (e.g. import regulations, labeling, safety requirements, etc.). 
   3. The products are shipped in error or in non-conformance with the Distributor’s purchase order. 
   4. The products are damaged or defective at fault of the factory.   
   5.  Replacements will be given as credits for the cost of the defective or damaged items for future orders.

2. Unlimited Manufacturing Warranty  

The Supplier warrants for a period of 30 days following delivery of the products (the “Warranty Period”) that the products shall be free from defects in materials and workmanship. The Supplier’s obligation under this warranty shall be to provide, at no charge to the Distributor replacement products for any defective products. The Distributor must inform the Supplier in writing and photos of defective products, and defective products must be replaced immediately either in products in the next shipment or compensated in cash.

3. Manufacturing Warranty Liability The Supplier is liable for any damage, loss, cost, and compensation resulted from the defective product during the Warranty Period. The Supplier also indemnifies the Distributor from any liability to any third party to compensate for the damage done. The Distributor will receive credit for the cost of the defective or damaged item(s) for future orders. 

4. Insurance

The Distributor shall maintain active General Liability insurance for their purchased merchandise. A copy of the Distributor’s General Liability Certificate must be sent to The Coldest Water before shipment is sent.

ARTICLE XI TERM AND TERMINATION 

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall commence on the Effective Date and shall automatically renew at the end of the term of one year following the Effective Date unless terminated in writing by one of the parties at least thirty days before the end of the term. The Coldest Water holds the right to increase purchase order minimum after the first year. Either party may terminate this Agreement as follows:  1. Immediately, for any breach or default of this Agreement by the other party, which has not been remedied within 30 days after the delivery of notice thereof to the party alleged to be in breach specifying with particularity the condition, act, omission, or course of conduct asserted to constitute such breach or default. 2. Immediately, upon the dissolution insolvency or any adjudication in bankruptcy of the parties. 

ARTICLE XII EFFECT OF TERMINATION

Upon notice of termination of this Agreement for any reason, the following provisions shall apply:  1.Supplier has the right to appoint another distributor to serve existing customers and continue sales efforts in the Territory.  2. Supplier shall continue to deliver any orders by the Distributor that apply to Article IV prior to the termination of this Agreement. 3. or/ the Supplier shall purchase the remaining Product inventory from the Distributor.   

ARTICLE XIII RELATIONSHIPS OF PARTIES 

The Distributor is an independent contractor and not an employee, agent, affiliate partner or joint venture with or of the Supplier. Neither parties shall have any right to enter into any contracts or commitments in the name of, or on behalf of the other or to bind the other in any respect whatsoever, except in so far as is allowed by this Agreement. 

ARTICLE XIV FORCE MAJEURE 

Neither party shall be liable if the performance of this Agreement is prevented or rendered so difficult or expensive as to be commercially impracticable by reason of an Act of God, governmental restrictions or actions, war (declared or undeclared), or other hostilities. 

ARTICLE XVI NOTICE 

Any notice, consent or other communication required or permitted under this Agreement shall be written in English and shall be deemed given via email. Rejection or other refusal to accept or the inability to deliver because of a changed email address of which no notice was given shall be deemed to constitute receipt of the notice, consent or communication sent. Names, addresses, and email addresses for notices are provided in Annex A attached to this agreement. 

ARTICLE XVII DISPUTES AND ARBITRATION 

Any dispute, controversy, or claim arising out of or relating to this Agreement including any question regarding its existence, validity, or termination, or the breach thereof, shall be settled by binding arbitration in accordance with the rules of the United States for arbitration.