Wholesale Account Terms of Service

OVERVIEW

Welcome to NanoKareUSA Wholesale! These Wholesale Account Terms of Service (these "Wholesale Terms") govern the purchase of products by approved business, salon, spa, distributor, and retail accounts ("Wholesale Accounts," "you," or "your") from NanoKareUSA ("we," "us," or "our"). These Wholesale Terms supplement, and should be read together with, our general Terms of Service and Privacy Policy. Where a conflict exists between these Wholesale Terms and our general Terms of Service, these Wholesale Terms govern for all wholesale purchases.

By applying for, activating, or using a NanoKareUSA Wholesale Account, you agree to be bound by these Wholesale Terms. If you do not agree, you should not apply for or use a Wholesale Account.

SECTION 1 - WHOLESALE ACCOUNT ELIGIBILITY AND APPROVAL

Wholesale pricing and purchasing are available only to approved Wholesale Accounts. Approval is not automatic and is granted at our sole discretion.

You must submit a completed Wholesale Account Application, including a valid business license, resale certificate/reseller permit (where applicable), and any other documentation we reasonably request to verify your business.
You represent and warrant that you are a bona fide business entity (e.g., licensed salon, spa, distributor, or retailer) purchasing products for resale or professional use, and not for personal use or unauthorized resale.
We reserve the right to approve, deny, suspend, or terminate any Wholesale Account application or existing account at any time, for any reason or no reason, at our sole discretion.
Wholesale Account status is non-transferable and may not be shared, sublicensed, or assigned to any other person or entity without our prior written consent.

SECTION 2 - ORDERS AND MINIMUM ORDER REQUIREMENTS

Wholesale orders may only be placed by approved Wholesale Accounts through the channel(s) we designate (e.g., wholesale storefront, order form, or authorized sales representative).

Opening and reorder minimums, if any, will be communicated to you at the time of account approval and may be updated by us from time to time. The current minimum order value is $500.00 (USD) per order, subject to change by us at our discretion with notice to Wholesale Accounts.
All wholesale orders constitute an offer to purchase and are not binding on NanoKareUSA until confirmed in writing or via order confirmation.
We reserve the right to accept, decline, limit quantities on, or cancel any wholesale order at our discretion, including due to product availability, suspected misuse of Wholesale Account status, or non-compliance with these Wholesale Terms.

SECTION 3 - PRICING AND PAYMENT TERMS

Wholesale pricing is exclusive of taxes, duties, shipping, and handling unless expressly stated otherwise, and is subject to change without notice.

Payment: Full payment is required at the time of order (payment in full upfront). Orders will not be processed, confirmed, or shipped until payment has been received in full.

Accepted payment methods will be specified at checkout or by your account representative.
Wholesale pricing, discount tiers, and any special program terms are confidential and must not be disclosed to third parties, including end consumers or other resellers, without our prior written consent.

SECTION 4 - MINIMUM ADVERTISED PRICE (MAP) POLICY

NanoKareUSA maintains a Minimum Advertised Price (MAP) Policy applicable to all Wholesale Accounts. This policy governs the price at which NanoKare products may be advertised — it does not set or restrict the actual transaction (sale) price charged to a customer, only the advertised price. Current MAP pricing for each product is provided to Wholesale Accounts at the time of account approval and is updated by us from time to time; the then-current MAP price list controls. MAP applies to all advertising and display of NanoKare products across all channels, including but not limited to websites, online marketplaces, social media, email marketing, print materials, and in-store signage; it does not apply to private communications with individual customers (e.g., quoted or invoiced prices) or to strike-through/compare-at pricing used in compliance with this policy. We monitor compliance with this MAP Policy across advertised channels. Wholesale Accounts found to be advertising below the applicable MAP price will receive written notice of the violation and an opportunity to correct the advertised price within a reasonable period we specify. Repeated or uncorrected violations may result in suspension or termination of Wholesale Account status and loss of wholesale pricing privileges, at our sole discretion. Questions about current MAP pricing should be directed to your account representative.

SECTION 5 - AUTHORIZED RESALE AND CHANNEL RESTRICTIONS

Products purchased through a Wholesale Account may be resold only in their original, unaltered, unopened condition and only under the NanoKare brand name — you may not rebrand, relabel, repackage, or represent products as your own ("private label").
You may not sell NanoKare products on unauthorized third-party online marketplaces (including but not limited to Amazon, eBay, Walmart Marketplace, TikTok Shop, or similar platforms) without our prior written authorization.
You may not export products outside the territory associated with your Wholesale Account without our prior written consent.
You are solely responsible for ensuring your marketing, advertising, and resale practices comply with applicable law and do not disparage or misrepresent the NanoKare brand.

SECTION 6 - SHIPPING, DELIVERY, AND RISK OF LOSS

Wholesale orders are shipped once payment in full has been received and the order has been confirmed. All delivery times are estimates only and are not guaranteed. We are not responsible for delays caused by shipping carriers, customs processing, or events outside our control. Title and risk of loss pass to you once products are transferred to the carrier.

SECTION 7 - RETURNS, DEFECTS, AND ORDER ACCURACY

Because wholesale orders are paid in full upfront, please review your order carefully before submission. Wholesale purchases are subject to return, exchange, or credit solely in accordance with our Wholesale Returns Policy [LINK]. Claims for shipping errors, shortages, or manufacturing defects must be submitted in writing within [Placeholder — insert number] days of delivery, accompanied by supporting documentation (e.g., photos, order number).

SECTION 8 - INTELLECTUAL PROPERTY AND MARKETING USE

Subject to your compliance with these Wholesale Terms, we grant approved Wholesale Accounts a limited, non-exclusive, non-transferable, revocable license to use NanoKareUSA's trademarks, product images, and approved marketing materials solely to advertise and resell genuine NanoKare products, and solely in the form and manner we authorize. This license terminates automatically upon suspension or termination of your Wholesale Account. All other terms of Section 6 (Intellectual Property) of our general Terms of Service apply.

SECTION 9 - CONFIDENTIALITY

Wholesale pricing, discount structures, supply terms, and any non-public business information shared with you in connection with your Wholesale Account are confidential and may not be disclosed to any third party without our prior written consent, except as required by law.

SECTION 10 - TERM, SUSPENSION, AND TERMINATION

Wholesale Account status continues until terminated by either party. We may suspend or terminate your Wholesale Account at any time, without notice, including for breach of these Wholesale Terms, unauthorized resale practices, non-payment, or any reason we determine in our sole discretion may harm NanoKareUSA or the NanoKare brand. Upon termination, all rights granted to you under these Wholesale Terms (including the marketing license in Section 8) immediately end, and you remain liable for all amounts due up to the date of termination.

SECTION 11 - GENERAL TERMS

Except as modified by these Wholesale Terms, all other provisions of NanoKareUSA's general Terms of Service [LINK] — including but not limited to Section 6 (Intellectual Property), Section 8 (Third-Party Links), Section 11 (Feedback), Section 13 (Prohibited Uses), Section 14 (Agents), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 19 (Severability), Section 21 (Assignment), and Section 22 (Governing Law) — apply equally to Wholesale Accounts and are incorporated into these Wholesale Terms by reference.

SECTION 12 - CHANGES TO THESE WHOLESALE TERMS

We reserve the right, in our sole discretion, to update or change these Wholesale Terms at any time by posting the updated terms to our website or notifying you directly. Your continued use of your Wholesale Account following any such change constitutes your acceptance of the updated Wholesale Terms.