RESELLER AGREEMENT

1. PURPOSE

Supplier hereby grants Reseller the non-exclusive, non-transferable right to market and sell selected products under the Blue Elephant brand (the “Products”) for resale, subject to the terms of this Agreement.

2. MINIMUM ORDER QUANTITY (MOQ)

Reseller agrees to maintain a minimum purchase of twenty-four (24) units per order. Orders below this MOQ will not be processed or fulfilled.

3. PRICING & RESALE TERMS

• Reseller shall not advertise or resell the Products at a price lower than the prices listed on the official Blue Elephant website: https://en.blueelephant.co/.

• Reseller shall bear all costs related to their marketing, promotions, and distribution unless otherwise agreed in writing by the Supplier.

4. WHOLESALE PRICE & CONFIDENTIALITY

• The wholesale pricing structure provided by Supplier is considered strictly confidential.

• Reseller agrees not to disclose, share, or publish wholesale pricing or any other confidential business information to any third party without prior written consent of the Supplier.

• Breach of this clause shall constitute material breach and may result in immediate termination of this Agreement and possible legal action.

5. BRAND PROTECTION & USE OF MATERIALS

• Reseller agrees not to alter, copy, or misuse any branding materials, logos, product photos, or content without express written permission from the Supplier or the brand Blue Elephant.

• Reseller must uphold the premium branding and image of the Products and must not engage in any activity that damages the reputation of the Products, Supplier, or associated brands.

6. INTELLECTUAL PROPERTY

All intellectual property rights, including but not limited to trademarks, logos, and copyrighted materials, remain the sole property of the Supplier or Blue Elephant.
Reseller shall not infringe upon or claim ownership of such intellectual property.

7. TERMINATION

• This Agreement may be terminated by either party with a written notice of 15 days for any reason.

• Supplier reserves the right to immediately terminate the Agreement without notice in the event of breach of any terms, including but not limited to price manipulation, misrepresentation, or confidentiality breach.

8. LIABILITY

Supplier shall not be liable for any direct or indirect loss, injury, or damages arising from the use or resale of the Products by the Reseller.
Reseller agrees to indemnify and hold harmless Supplier from any claims or disputes that may arise in connection with their resale business.

9. GOVERNING LAW

This Agreement shall be governed and interpreted in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein.

10. ENTIRE AGREEMENT

This document constitutes the entire agreement between the parties and supersedes all previous communications or agreements, whether written or verbal, relating to the subject matter herein.