Collection: Reseller Terms & Conditions
PERMA BRANDS CORPORATION
AUTHORIZED RESELLER TERMS AND CONDITIONS
Effective Date: May 1, 2026 Version: 1.2
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY
These Authorized Reseller Terms and Conditions (the "Terms") constitute a binding legal agreement between you (the "Reseller") and Perma Brands Corporation ("Supplier" or "PermaBrands") as identified in Section 1.2 below. By creating a wholesale account on permabrands.com, placing an order, or continuing to purchase products after the Effective Date, Reseller accepts and agrees to be bound by these Terms.
If Reseller does not agree to these Terms, Reseller must not create a wholesale account, place orders, or purchase products from the Supplier.
1. PARTIES AND DEFINITIONS
1.1 Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Authorized Reseller" means a Reseller that has been approved by the Supplier for a wholesale account and has accepted these Terms.
"Confidential Information" means wholesale pricing, discount structures, promotional schedules, product launch information, customer data, and any other information designated as confidential by the Supplier.
"Covered Brands" means Rockwell Razors, Merkur, Fine Accoutrements, Colonel Conk, Mr. Gladstone, Dapper Dan, and any other brands distributed by the Supplier from time to time.
"Intellectual Property" means all trademarks, trade names, logos, product images, product descriptions, packaging designs, and other intellectual property associated with the Covered Brands.
"MAP Policy" means the Supplier's Minimum Advertised Price Policy, as published and amended from time to time by the Supplier.
"Marketplace Authorization Policy" means the Supplier's Third-Party Marketplace Authorization Policy, as published and amended from time to time by the Supplier.
"Products" means the goods distributed by the Supplier under the Covered Brands, as listed in the Supplier's current product catalog.
"Supplier" means Perma Brands Corporation, an Ontario corporation.
"Territory" means the geographic territory in which Reseller is authorized to resell Products, as specified in Reseller's wholesale account approval.
"Third-Party Marketplace" means any online marketplace or platform operated by a third party, including but not limited to Amazon (amazon.com, amazon.ca), eBay (ebay.com, ebay.ca), Walmart Marketplace (walmart.com, walmart.ca), Etsy, Facebook Marketplace, and any similar platform.
1.2 Single Contracting Entity
Perma Brands Corporation is the Supplier under these Terms for all wholesale Resellers, regardless of the Reseller's location. Wholesale Resellers in Canada and in the United States all contract directly with Perma Brands Corporation.
2. WHOLESALE ACCOUNT AND ORDERING
2.1 Account Approval
Wholesale accounts are granted at the Supplier's sole discretion. The Supplier reserves the right to decline any wholesale account application without providing a reason. Approval of a wholesale account does not guarantee ongoing supply or any particular product availability.
2.2 Account Information
Reseller shall provide accurate and current business information during the account registration process, including legal business name, business address, tax identification numbers, and authorized contact information. Reseller shall promptly update any changes to this information.
2.3 Orders
All orders are subject to acceptance by the Supplier. The Supplier reserves the right to accept or reject any order, in whole or in part, at its sole discretion. Order acceptance is confirmed only upon shipment of the Products or written confirmation by the Supplier.
2.4 Minimum Order Requirements
The Supplier may establish minimum order quantities or minimum order values from time to time. Current minimums are published on the wholesale portal (permabrands.com).
3. PRICING AND PAYMENT
3.1 Wholesale Pricing
Products are sold to Reseller at the wholesale prices published on the Supplier's wholesale portal at the time of order. Wholesale prices are subject to change without notice, provided that prices in effect at the time an order is accepted by the Supplier will apply to that order.
3.2 Payment Terms
(a) Standard Terms — Prepayment Required: Unless otherwise specified in writing by the Supplier, all orders require payment in full prior to shipment. Acceptable payment methods include credit card, ACH/EFT, or wire transfer, as accepted by the Supplier.
(b) Net 30 by Written Exception: The Supplier may, at its sole discretion, extend Net 30 (or other) credit terms to qualified Resellers. Credit terms apply only when granted in writing by the Supplier and are subject to periodic review. Credit terms may be modified, suspended, or revoked at any time at the Supplier's discretion.
(c) Credit Application: Resellers seeking credit terms must submit a credit application and any supporting financial documentation requested by the Supplier. Approval is at the Supplier's sole discretion.
3.3 Late Payment
Late payments are subject to interest at the rate of 1.5% per month (18% per annum) on the outstanding balance, calculated from the due date until payment is received in full. The Supplier reserves the right to suspend shipments to any Reseller with overdue balances.
3.4 Taxes
All prices are exclusive of applicable sales taxes, goods and services tax (GST), harmonized sales tax (HST), provincial sales tax (PST), state and local sales taxes, customs duties, and other government-imposed charges. Reseller is responsible for all applicable taxes on its purchases from the Supplier.
3.5 Currency
Prices for Canadian Resellers are quoted in Canadian Dollars (CAD). Prices for US Resellers are quoted in US Dollars (USD).
4. SHIPPING AND DELIVERY
4.1 Shipping Terms
Products are shipped FOB origin (the Supplier's warehouse). Title to and risk of loss for Products passes to Reseller upon delivery to the carrier.
4.2 Shipping Carriers
The Supplier selects shipping carriers at its discretion. Reseller may request specific carriers, subject to the Supplier's approval and any additional shipping charges.
4.3 Delivery Estimates
Delivery dates provided by the Supplier are estimates only and are not guaranteed. The Supplier shall not be liable for delays in delivery caused by carrier delays, supply chain disruptions, force majeure, or other circumstances beyond the Supplier's reasonable control.
4.4 Inspection
Reseller shall inspect all shipments upon receipt and report any shortages, damages, or discrepancies to the Supplier in writing within seven (7) business days of receipt. Claims not reported within this period are deemed waived.
5. RETURNS AND EXCHANGES
5.1 Return Authorization
No Products may be returned without prior written authorization from the Supplier (a "Return Authorization" or "RA"). Returns without authorization will be refused.
5.2 Eligible Returns
Returns may be authorized for: (a) Defective Products (manufacturer defects only); (b) Shipping errors by the Supplier (wrong product, wrong quantity); and (c) Damaged Products (damage in transit, if reported within the inspection period).
5.3 Non-Returnable Items
The following are generally not eligible for return: (a) Products returned more than thirty (30) days after delivery; (b) Products that have been opened, used, or are not in original packaging; (c) Discontinued or clearance Products; (d) Products not purchased directly from the Supplier; and (e) Custom or special-order Products.
5.4 Restocking Fee
Authorized returns for reasons other than Supplier error or product defect may be subject to a restocking fee of up to 15% of the invoice value of the returned Products.
5.5 Return Shipping
Unless the return is due to Supplier error or product defect, Reseller is responsible for return shipping costs.
6. MINIMUM ADVERTISED PRICE POLICY
6.1 Acknowledgment
Reseller acknowledges that each Covered Brand establishes its own Minimum Advertised Price (MAP) prices, and that the Supplier maintains and enforces a consolidated MAP Policy on behalf of the Covered Brands. The MAP Policy and current MAP Schedule are available on the Supplier's wholesale portal and provided to Reseller separately.
6.2 Supplier's Discretion
The Supplier reserves the right, in its sole discretion, to modify supply terms, restrict product availability, or terminate the trading relationship with any Reseller whose advertised pricing does not align with the applicable brand's MAP prices as set forth in the MAP Schedule. Such decisions are made unilaterally by the Supplier and do not require Reseller agreement or consent.
6.3 MAP Schedule Changes
MAP prices are established by each Covered Brand and may be amended from time to time. Updated MAP prices and policy terms will be communicated to Resellers for informational purposes. Such communication does not create any obligation on Reseller's part to comply with the MAP Policy; it is provided solely so that Reseller is aware of the current MAP prices.
6.4 No Pricing Agreement
For the avoidance of doubt, nothing in these Terms constitutes an agreement between the Supplier and Reseller regarding the prices at which Reseller advertises or sells Products to consumers. The MAP Policy is a unilateral expression of the Supplier's business expectations in enforcing each Covered Brand's MAP prices, and all decisions regarding supply are made at the Supplier's sole discretion.
7. THIRD-PARTY MARKETPLACE RESTRICTIONS
7.1 Authorization Required
Reseller shall not list, offer for sale, sell, or otherwise distribute Products on any Third-Party Marketplace without the Supplier's prior written authorization. This restriction applies to all Third-Party Marketplaces, including but not limited to Amazon, eBay, Walmart Marketplace, and any similar platform.
7.2 Application for Marketplace Authorization
Resellers seeking authorization to sell on a Third-Party Marketplace must submit a written application to the Supplier in accordance with the Supplier's Marketplace Authorization Policy. Authorization is granted at the Supplier's sole discretion and may be subject to additional terms and conditions.
7.3 Authorized Marketplace Sellers
Only Resellers that have received written Marketplace Authorization from the Supplier may list Products on Third-Party Marketplaces. The Supplier maintains an internal registry of authorized marketplace sellers.
7.4 Consequences of Unauthorized Marketplace Listing
Listing Products on a Third-Party Marketplace without the Supplier's written authorization constitutes a material breach of these Terms. Upon discovery of an unauthorized marketplace listing, the Supplier may, at its sole discretion:
(a) Require immediate removal of the unauthorized listing; (b) Restrict or suspend the Reseller's wholesale account; (c) Terminate the Reseller's wholesale account and cease all supply; and/or (d) Pursue any other remedies available under these Terms or applicable law.
7.5 Rationale
Third-Party Marketplace restrictions exist to protect the Covered Brands, maintain pricing integrity, ensure product authenticity for consumers, and support the investment of authorized marketplace sellers. Unauthorized marketplace listings can materially damage brand value, undermine authorized sellers, and create consumer confusion regarding product authenticity and warranty coverage.
8. INTELLECTUAL PROPERTY
8.1 License Grant
Subject to Reseller's compliance with these Terms, the Supplier grants Reseller a non-exclusive, non-transferable, revocable license to use the Intellectual Property solely for the purpose of marketing and reselling Products during the term of the trading relationship. This license terminates automatically upon termination of the Reseller's wholesale account.
8.2 Approved Materials
Reseller shall use only product images, descriptions, and marketing materials provided or approved by the Supplier. The Supplier may make approved marketing materials available through the wholesale portal.
8.3 Prohibited Uses
Reseller shall not:
(a) Modify, alter, or create derivative works from any Intellectual Property without the Supplier's prior written consent; (b) Use any Intellectual Property in a manner that disparages or reflects negatively on the Covered Brands; (c) Register, or attempt to register, any trademarks, domain names, or social media accounts using the Covered Brand names or marks; (d) Use Intellectual Property in connection with products not supplied by the Supplier; or (e) Sublicense or authorize any third party to use the Intellectual Property.
8.4 Brand Representation
Reseller shall present the Covered Brands in a manner consistent with the premium positioning of the products. Product listings should accurately represent product features, specifications, and origin.
9. PRODUCT WARRANTY AND LIABILITY
9.1 Limited Warranty
Products are warranted against manufacturing defects for the period specified by the applicable brand. Warranty terms vary by brand and product; current warranty information is available on the Supplier's wholesale portal or product packaging.
9.2 Warranty Exclusions
The warranty does not cover damage caused by misuse, neglect, modification, improper storage, or normal wear and tear.
9.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) THE SUPPLIER'S TOTAL LIABILITY TO RESELLER FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY RESELLER TO THE SUPPLIER FOR PRODUCTS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
(b) IN NO EVENT SHALL THE SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
9.4 Indemnification
Reseller shall indemnify, defend, and hold harmless the Supplier and its Affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
(a) Reseller's breach of these Terms; (b) Reseller's resale of Products, including product liability claims by end consumers arising from Reseller's handling, storage, or modification of Products; (c) Reseller's unauthorized use of Intellectual Property; and (d) Reseller's violation of any applicable law or regulation.
10. CONFIDENTIALITY
10.1 Obligations
Reseller shall maintain the confidentiality of all Confidential Information and shall not disclose it to any third party without the Supplier's prior written consent. Reseller shall use Confidential Information solely for the purpose of the trading relationship.
10.2 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Reseller; (b) was known to Reseller prior to disclosure by the Supplier; (c) is independently developed by Reseller without use of Confidential Information; or (d) is required to be disclosed by law or regulation, provided Reseller gives prompt notice to the Supplier.
10.3 Wholesale Pricing
Reseller shall not publicly disclose or advertise its wholesale pricing, discount rates, or cost of goods. Wholesale pricing information is Confidential Information.
11. COMPLIANCE WITH LAWS
11.1 General Compliance
Reseller shall comply with all applicable laws, regulations, and industry standards in connection with its purchase and resale of Products, including but not limited to consumer protection laws, product safety regulations, privacy laws, and advertising standards.
11.2 Export Controls
Reseller shall not export or re-export Products in violation of any applicable export control laws or regulations. Products are intended for resale within the Reseller's authorized Territory as specified in the Reseller's wholesale account approval.
11.3 Product Safety and Labeling
Reseller is responsible for ensuring that Products are labeled and marketed in compliance with all applicable labeling requirements in the jurisdiction where Products are sold.
12. TERM AND TERMINATION
12.1 Term
These Terms are effective upon Reseller's acceptance (by account creation, order placement, or continued purchasing) and remain in effect until terminated by either party.
12.2 Termination by Either Party
Either party may terminate the trading relationship at any time, for any reason or no reason, by providing thirty (30) days written notice to the other party.
12.3 Termination for Cause
The Supplier may terminate the trading relationship immediately, without notice, upon the occurrence of any of the following:
(a) Reseller's material breach of these Terms, including but not limited to unauthorized marketplace listing (Section 7), unauthorized use of Intellectual Property (Section 8), or breach of confidentiality (Section 10); (b) Reseller's failure to pay any invoice within sixty (60) days of the due date; (c) Reseller's insolvency, bankruptcy, or assignment for the benefit of creditors; (d) Reseller's involvement in fraudulent, deceptive, or illegal business practices; or (e) The Supplier's determination, in its sole discretion, that continuation of the trading relationship is not in the Supplier's business interests, including based on the Supplier's assessment of Reseller's compliance with the MAP Policy.
12.4 Effects of Termination
Upon termination:
(a) All outstanding invoices become immediately due and payable; (b) Reseller's license to use Intellectual Property terminates immediately; (c) Reseller shall cease all use of the Covered Brand names, logos, and marks in its marketing and advertising within thirty (30) days of termination; (d) Reseller may sell existing inventory of Products in its possession, provided such sales comply with these Terms (including the MAP Policy) and are completed within ninety (90) days of termination; and (e) Sections 9, 10, 13, and 14 survive termination.
13. DISPUTE RESOLUTION
13.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. This governing law applies to all Resellers regardless of the Reseller's location.
13.2 Dispute Resolution Process
In the event of any dispute arising from or related to these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may pursue the remedies available under applicable law.
13.3 Jurisdiction
The courts of the Province of Ontario (sitting in Toronto) shall have exclusive jurisdiction over any dispute arising from or related to these Terms. Reseller irrevocably submits to the jurisdiction of such courts. This jurisdictional submission applies to all Resellers regardless of the Reseller's location, and is a material condition of the Supplier's willingness to sell Products to Reseller.
13.4 Equitable Relief
Notwithstanding the foregoing, the Supplier may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights, Confidential Information, or to enforce the marketplace restrictions in Section 7.
14. GENERAL PROVISIONS
14.1 Entire Agreement
These Terms, together with the Supplier's MAP Policy and Marketplace Authorization Policy (each incorporated by reference), constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and representations.
14.2 Amendments
The Supplier may amend these Terms from time to time by posting updated Terms on the wholesale portal. Reseller's continued purchasing of Products after the posting of amended Terms constitutes acceptance of the amended Terms. For material amendments, the Supplier will provide thirty (30) days advance notice via email to Reseller's registered contact.
14.3 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 Waiver
The Supplier's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
14.5 Assignment
Reseller shall not assign or transfer these Terms or any rights hereunder without the Supplier's prior written consent. The Supplier may assign these Terms to any Affiliate or successor without notice.
14.6 Independent Parties
The relationship between the Supplier and Reseller is that of independent contracting parties. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship.
14.7 Force Majeure
The Supplier shall not be liable for any delay or failure to perform its obligations under these Terms caused by events beyond its reasonable control, including but not limited to natural disasters, epidemics, government actions, supply chain disruptions, labor disputes, or acts of terrorism.
14.8 Notices
All notices under these Terms shall be in writing and sent to the addresses or email addresses on file in the Reseller's wholesale account. Notices from the Supplier may be sent by email to the Reseller's registered email address, and shall be deemed received upon sending.
14.9 Language
These Terms are drafted in English. In the event of any conflict between English and translated versions, the English version shall prevail.
ACCEPTANCE
By creating a wholesale account on permabrands.com, checking the acceptance box during account registration, placing an order, or continuing to purchase Products from the Supplier after the Effective Date of these Terms, Reseller acknowledges that Reseller has read, understands, and agrees to be bound by these Authorized Reseller Terms and Conditions.
Acceptance Mechanism: [ ] I have read and agree to the Authorized Reseller Terms and Conditions, including the referenced MAP Policy and Marketplace Authorization Policy.
Reseller Name: ______
Authorized Representative: ______
Title: ______
Date: ______
Signature: ______
Perma Brands Corporation
These Terms are effective May 1, 2026.