CordEze® Wholesale Program Terms and Conditions

Effective Date: September 13, 2026

These CordEze® Wholesale Program Terms and Conditions (“Wholesale Terms”) govern participation in the CordEze Wholesale Program and all purchases made using an approved wholesale account.

These Wholesale Terms constitute an agreement between CordEze LLC, an Arizona limited liability company (“CordEze,” “Company,” “we,” “us,” or “our”), and the business, school, healthcare organization, distributor, manufacturer, or other entity applying for or using a CordEze wholesale account (“Wholesale Customer,” “Customer,” “you,” or “your”).

By submitting a wholesale registration application, selecting the checkbox indicating agreement to these Wholesale Terms, accessing wholesale pricing, or placing an order through an approved wholesale account, you acknowledge that you have read, understood, and agreed to these Wholesale Terms.

If you accept these Wholesale Terms on behalf of a business or organization, you represent and warrant that you are at least 18 years old and have authority to bind that business or organization.

1. Business-to-Business Program

The CordEze Wholesale Program is intended exclusively for qualified businesses, professional organizations, educational institutions, healthcare organizations, distributors, manufacturers, and other approved commercial or institutional customers.

It is not intended for individual consumers purchasing products primarily for personal, family, or household use.

2. Wholesale Account Eligibility

Wholesale accounts may be made available to qualified:

• Retailers and resellers;

• Dental, medical, veterinary, educational, and other professional organizations;

• Distributors and dealers;

• Manufacturers and approved OEM or private-label partners;

• Dental and healthcare schools or training programs; and

• Other businesses or organizations approved by CordEze.

Applicants must provide complete and accurate information. CordEze may request documentation to verify eligibility, including a resale certificate, tax-exemption certificate, business license, professional license, employer identification number, anticipated purchase volume, authorized sales channels, or other relevant information.

Submission of an application does not guarantee approval. CordEze may approve or deny an application in its sole discretion and is not required to provide a reason for its decision.

Wholesale approval does not guarantee:

• Any particular discount or price;

• Continued access to wholesale pricing;

• Credit or payment terms;

• Product availability;

• Exclusivity or protected territory;

• Distributor, dealer, or OEM status; or

• Authorization to sell through any particular channel.

3. Account Information and Security

You must ensure that all information associated with your wholesale account remains accurate and current.

Wholesale account access, credentials, and pricing are intended solely for the approved organization and its authorized personnel. You may not:

• Share login credentials with any unaffiliated person or entity;

• Permit another person or organization to purchase through your account;

• Use another customer’s wholesale account;

• Create multiple accounts to circumvent pricing or minimum-order requirements; or

• Transfer, sell, assign, or sublicense your account.

You are responsible for all purchases and activity occurring through your account. You must notify CordEze promptly at hello@cordeze.com if you believe your account has been accessed or used without authorization.

4. Wholesale Pricing and CordEze’s Right to Modify Pricing

Wholesale pricing is a discretionary benefit available only to approved Wholesale Customers whose accounts remain active and in good standing.

CORDEZE MAY, IN ITS SOLE DISCRETION, CHANGE, CORRECT, RESTRUCTURE, SUSPEND, OR DISCONTINUE ANY WHOLESALE PRICE, DISCOUNT, PRICING TIER, PRODUCT AVAILABILITY, MINIMUM ORDER REQUIREMENT, OR OTHER WHOLESALE PROGRAM BENEFIT AT ANY TIME, WITH OR WITHOUT ADVANCE NOTICE.

Any change may apply immediately to future orders and to orders CordEze has not yet accepted. A Wholesale Customer’s previous pricing, order history, quotation, discount, or access to a particular pricing tier does not create a right to receive the same pricing or discount on any future order.

Prices displayed through a wholesale account are invitations to submit an order and are not binding offers by CordEze. No price becomes contractually binding until CordEze accepts the applicable order in accordance with Section 7.

Once CordEze accepts an order, the accepted price will apply to that order, except that:

1. The price may be changed if the Customer requests an order modification and accepts the resulting price change;

2. The parties may mutually agree in writing to modify the price;

3. CordEze may correct taxes, shipping charges, customs charges, or other amounts that could not reasonably be calculated when the order was submitted; or

4. If an accepted order contains an obvious typographical, computational, system, or pricing error, CordEze may, before shipment, cancel the affected portion of the order and refund any amount paid for that portion or offer the Customer the opportunity to purchase at the corrected price.

CordEze will not unilaterally require the Customer to complete an accepted order at a corrected product price. The Customer must affirmatively accept the corrected price before the affected products are supplied.

Unless expressly stated otherwise, wholesale prices:

• Are quoted in United States dollars;

• Exclude taxes, shipping, handling, insurance, customs duties, import charges, brokerage fees, branding, customization, and special packaging;

• May vary by product, quantity, customer classification, sales channel, territory, or separately negotiated commercial relationship;

• Apply only when the applicable minimum-order requirement is satisfied; and

• May not be combined with coupons, promotions, rewards, or other discounts.

CordEze has no obligation to provide a retroactive discount, credit, refund, rebate, or price adjustment based on a later price reduction, promotion, or change in wholesale classification.

5. Confidentiality of Wholesale Pricing

All nonpublic wholesale prices, discount levels, pricing schedules, quotations, account-specific terms, product costs, minimum-order requirements, and related commercial information provided by CordEze constitute CordEze’s confidential business information.

You may disclose this information only to your employees, owners, accountants, attorneys, or other professional advisors who:

• Have a legitimate business need to know the information; and

• Are informed that the information is confidential.

You may not disclose CordEze’s confidential pricing information to customers, competitors, other resellers, unauthorized third parties, or through any public website, marketplace, social-media platform, advertisement, forum, or publication.

You may not use another customer’s pricing information to demand, obtain, or attempt to obtain a corresponding discount.

These confidentiality obligations survive suspension or termination of your wholesale account.

6. Minimum Order Requirements

Wholesale pricing is conditioned upon satisfying the minimum order quantity or minimum order value established by CordEze for the applicable customer, product, or transaction.

Minimum requirements may vary according to:

• Product or product configuration;

• Customer classification;

• Distributor or dealer status;

• Customization, branding, or packaging requirements;

• OEM or private-label relationship;

• Shipping destination;

• International-market requirements; or

• Other commercial considerations.

The applicable minimum may be displayed on CordEze’s website, shown within the wholesale account, included in a price list, stated in a written quotation, or established in a separate written agreement.

CordEze may change minimum-order requirements at any time for future or unaccepted orders.

An order that does not meet the applicable minimum may, at CordEze’s discretion, be:

• Rejected or canceled;

• Held pending modification by the Customer;

• Repriced using a different applicable pricing tier; or

• Subject to an additional handling charge accepted by the Customer.

Separate orders may not be combined after submission to satisfy a minimum-order requirement unless CordEze agrees in writing.

7. Order Submission, Review, and Acceptance

Submission of an order constitutes the Wholesale Customer’s offer to purchase the listed products at the stated price and subject exclusively to these Wholesale Terms.

An automated order confirmation, payment authorization, payment capture, website message, or acknowledgment that an order was received does not constitute CordEze’s acceptance.

CordEze may review any order before accepting it. CordEze accepts an order only when it:

• Sends an express written acceptance;

• Issues a final invoice expressly confirming acceptance; or

• Ships the products.

If CordEze ships only part of an order, acceptance applies only to the products shipped unless CordEze expressly confirms acceptance of the remaining products.

CORDEZE’S ACCEPTANCE OF EVERY ORDER IS EXPRESSLY CONDITIONED ON THE WHOLESALE CUSTOMER’S ASSENT TO THESE WHOLESALE TERMS AND REJECTION OF ALL ADDITIONAL OR DIFFERENT CUSTOMER-PROVIDED TERMS.

CordEze may reject, limit, place on hold, or cancel an unaccepted order for any lawful reason, including:

• Product availability;

• Pricing, product-description, quantity, or website errors;

• Failure to meet minimum-order requirements;

• Account eligibility or payment concerns;

• Suspected fraud or unauthorized account use;

• Violation of a sales-channel restriction;

• Shipping, export, import, or regulatory limitations; or

• Circumstances outside CordEze’s reasonable control.

If CordEze cancels an order after receiving payment but before accepting or shipping it, CordEze will refund the amount paid for the canceled products. That refund is the Customer’s sole remedy for cancellation of an unaccepted order, except where otherwise required by law.

CordEze may accept or reject an order in whole or in part.

8. Quotations, Purchase Orders, and Conflicting Terms

Unless a quotation expressly states otherwise, a CordEze quotation is an invitation to place an order and not a binding offer.

A quotation may be withdrawn or revised before CordEze accepts the resulting order. If a quotation includes an expiration date, its prices are available only through that date and remain subject to product availability and the other conditions stated in the quotation.

Any additional or different terms contained in a Wholesale Customer’s purchase order, vendor portal, acknowledgment, confirmation, invoice instructions, or other document are:

• Material alterations;

• Expressly objected to and rejected by CordEze; and

• Not part of the parties’ agreement.

CordEze’s acknowledgment, processing, fulfillment, or shipment of an order does not constitute acceptance of Customer-provided terms.

No Customer-provided term will bind CordEze unless the specific term is expressly accepted in a separate writing signed by an authorized representative of CordEze LLC.

9. Payment

Unless CordEze has approved different payment terms in writing, payment is due in full when an order is placed.

CordEze may require a deposit, full prepayment, or another payment arrangement for custom, branded, co-branded, private-label, specially manufactured, international, or high-volume orders.

Customers with separately approved credit terms must pay each invoice by its stated due date. CordEze may revoke or modify credit terms at any time for future orders.

Past-due balances may result in:

• Suspension or termination of wholesale privileges;

• Cancellation of credit terms;

• Delayed or canceled shipments;

• Referral to a collection service or attorney; and

• Recovery of lawful collection costs, court costs, and attorney fees.

The Wholesale Customer is responsible for all fees charged by its bank, card issuer, payment provider, customs broker, or other third party.

The Customer may not withhold, offset, or deduct any amount from an invoice without CordEze’s prior written authorization.

10. Taxes and Exemption Documentation

Wholesale Customers are responsible for all applicable sales, use, excise, value-added, customs, and similar taxes or governmental charges unless a valid exemption applies.

A tax-exempt or resale customer must provide current and legally sufficient documentation before an exemption can be applied.

CordEze may collect taxes when appropriate documentation:

• Has not been received;

• Has expired;

• Is incomplete or invalid; or

• Does not apply to the particular transaction or destination.

The Wholesale Customer is responsible for properly reporting and remitting taxes associated with its purchase, resale, distribution, importation, or use of CordEze products.

The Customer agrees to indemnify CordEze for taxes, penalties, or interest assessed against CordEze because of invalid exemption documentation or the Customer’s failure to satisfy its tax obligations.

11. Shipping, Delivery, Title, and Risk of Loss

Shipping and delivery dates are estimates unless CordEze expressly guarantees a date in a signed writing.

Shipping, handling, insurance, customs duties, brokerage charges, import fees, and similar costs are the Wholesale Customer’s responsibility unless otherwise stated in an accepted order or separate signed agreement.

Unless different written shipping terms apply, title to and risk of loss for the products pass to the Wholesale Customer when CordEze delivers the products to the carrier.

The Customer is responsible for providing a complete and accurate shipping address. Additional shipping, storage, redelivery, correction, or return costs resulting from incomplete or incorrect information are the Customer’s responsibility.

12. Inspection, Damage, Shortages, and Order Discrepancies

The Wholesale Customer must inspect each shipment promptly upon receipt.

Claims concerning visible shipping damage, shortages, incorrect products, incorrect quantities, or other reasonably discoverable order discrepancies must be submitted to hello@cordeze.com within 15 calendar days after receipt of the products.

The claim must include:

• The order or invoice number;

• A description of the damage or discrepancy;

• The affected product and quantity;

• Photographs reasonably showing the product, packaging, and shipping label; and

• Any other information reasonably requested by CordEze or the carrier.

The Customer must retain the affected products, packaging, shipping materials, and labels until CordEze confirms that they may be discarded or returned.

Failure to provide notice within 15 calendar days constitutes acceptance of the shipment with respect to visible damage, shortages, incorrect items, and other discrepancies that a reasonable inspection would have disclosed.

This deadline does not shorten any separately stated written product warranty applicable to a latent defect that could not reasonably have been discovered during the inspection period.

13. Returns and Cancellations

Wholesale orders may be returned only with CordEze’s prior written authorization.

Unless CordEze agrees otherwise in writing:

• Authorized returns are subject to a 15% restocking fee;

• The Customer must obtain a return authorization before shipping any product;

• Products must be unused, undamaged, unaltered, and in their original saleable packaging;

• Return shipping and insurance are the Customer’s responsibility;

• Original shipping, handling, customization, and branding charges are nonrefundable; and

• Any approved refund will be issued after CordEze receives and inspects the returned products.

Custom, branded, co-branded, private-label, specially manufactured, clearance, discontinued, used, sterilized, altered, repackaged, or damaged products are final sale and may not be returned unless CordEze confirms that the products were defective or incorrectly supplied.

The restocking fee will not apply to a return resulting solely from a verified CordEze fulfillment error or a defect covered by an applicable written CordEze warranty.

CordEze may refuse an unauthorized return or return it to the Customer at the Customer’s expense.

Requests to cancel an order are not effective unless CordEze accepts the cancellation in writing. Orders that have entered production, branding, customization, fulfillment, or shipment may not be cancelable.

14. Authorized Resale Channels

Approval as a Wholesale Customer does not provide unrestricted authorization to resell CordEze products.

Resale is permitted only through the specific physical locations, sales channels, and independently operated e-commerce websites disclosed by the Customer and expressly approved by CordEze in writing.

UNDER NO CIRCUMSTANCES MAY A WHOLESALE CUSTOMER OFFER, ADVERTISE, SELL, OR RESELL CORDEZE PRODUCTS THROUGH AMAZON, EBAY, WALMART MARKETPLACE, OR ANY OTHER THIRD-PARTY ONLINE MARKETPLACE, AUCTION PLATFORM, SOCIAL-COMMERCE MARKETPLACE, OR SIMILAR MULTI-SELLER PLATFORM.

This prohibition applies whether products are sold:

• Directly by the Wholesale Customer;

• Through an affiliate, agent, contractor, or related entity;

• Under another business or seller name;

• Through a third-party fulfillment service;

• As part of a bundle, kit, promotion, or subscription; or

• Through any other arrangement intended to circumvent this restriction.

Only predetermined, specifically identified, and expressly approved independently operated e-commerce websites may be used for online resale.

Authorization for one website, physical location, or sales channel does not authorize any other website, location, marketplace, platform, affiliate, or seller account.

CordEze may grant, condition, modify, suspend, or revoke sales-channel authorization at any time. Any authorization must be in writing and may not be inferred from prior dealings, order fulfillment, or CordEze’s knowledge of unauthorized sales.

A violation of this section constitutes a material breach and may result in immediate account suspension or termination, cancellation of unaccepted orders, revocation of wholesale pricing, and pursuit of any available legal or equitable remedy.

15. Resale Conduct

Unless CordEze provides prior written authorization, a Wholesale Customer may not:

• Represent itself as CordEze LLC or as an agent, exclusive distributor, employee, or legal representative of CordEze;

• Represent that it possesses exclusivity or protected territory;

• Sell or ship products outside an approved territory;

• Remove, conceal, alter, obscure, or replace product labels, instructions, lot information, trademarks, warnings, or packaging;

• Repackage, modify, combine, relabel, or reverse engineer CordEze products;

• Sell products that are damaged, used, compromised, or otherwise unsuitable for sale;

• Make false, misleading, unauthorized, diagnostic, therapeutic, regulatory, or performance claims;

• Use CordEze products as a component of another product without written authorization; or

• Sell to another reseller, broker, exporter, or distributor without CordEze’s prior written authorization.

Each approved reseller independently determines the prices at which it resells CordEze products. Nothing in these Wholesale Terms establishes an agreement between CordEze and a reseller—or among resellers—concerning the reseller’s resale prices.

CordEze’s approval of a particular sales channel or independently operated e-commerce website does not constitute approval of any other channel, marketplace, seller account, affiliate website, or third-party platform.

Organizations purchasing products for clinical, institutional, professional, or educational use may not resell those products unless CordEze has specifically approved the account for resale.

16. Product Information and Regulatory Responsibilities

Wholesale Customers must accurately represent CordEze products and use only current product descriptions, instructions, images, claims, and marketing materials supplied or approved by CordEze.

The Wholesale Customer is solely responsible for compliance with laws, professional requirements, advertising standards, import and export rules, product-registration requirements, labeling requirements, and other regulations applicable to its business, territory, customers, and sales channels.

The Wholesale Customer may not make any representation, guarantee, or warranty on behalf of CordEze beyond the written information and warranties expressly provided by CordEze.

17. Trademarks and Marketing Materials

CordEze®, ACE™, and all related names, logos, product designs, photographs, text, packaging, trade dress, and marketing materials are owned by or licensed to CordEze and are protected by applicable intellectual-property laws.

Wholesale approval does not transfer ownership of any intellectual property or grant a general license to use CordEze branding.

An approved reseller may use current CordEze-provided marketing materials solely to promote authentic CordEze products purchased directly from CordEze and only:

• While its account remains authorized;

• Through approved sales channels; and

• In accordance with any brand guidelines supplied by CordEze.

CordEze may require the correction or removal of any use that is inaccurate, outdated, misleading, modified without approval, or inconsistent with its brand standards.

A Wholesale Customer may not register or use any business name, assumed name, trademark, domain name, social-media account, advertisement, search keyword, product listing, or other identifier that could reasonably imply ownership of or an unauthorized or exclusive affiliation with CordEze.

18. OEM, Private-Label, Co-Branded, and Custom Orders

Wholesale-account approval does not authorize a Customer to manufacture, modify, private-label, co-brand, distribute, or obtain exclusivity for CordEze products.

OEM, private-label, co-branded, custom-manufacturing, distributor, territorial, exclusivity, tooling, and intellectual-property arrangements require a separate written agreement signed by authorized representatives of both parties.

If a separate signed agreement applies, that agreement will control over these Wholesale Terms only with respect to the subjects it specifically addresses. These Wholesale Terms will continue to govern wholesale-account access and transactions not addressed by that agreement.

Product tooling, molds, designs, specifications, inventions, patents, trademarks, know-how, and other intellectual property remain the property of their existing owner unless a separate signed agreement expressly provides otherwise.

19. Limited Product Warranty and Exclusive Remedy

CordEze products are covered only by the express written warranty, if any, accompanying the applicable product or expressly stated in a CordEze quotation, invoice, or separate signed agreement.

Product descriptions, specifications, affirmations of fact, and samples will have only the effect provided by applicable law and the express written terms applicable to the accepted order.

For a valid claim covered by an applicable express written warranty, CordEze will, at its option:

• Repair the affected product;

• Replace the affected product; or

• Refund the amount paid directly to CordEze for the affected product.

To the fullest extent permitted by law, repair, replacement, or refund is the Wholesale Customer’s sole and exclusive remedy for a covered product defect.

EXCEPT FOR AN EXPRESS WRITTEN WARRANTY PROVIDED BY CORDEZE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” CORDEZE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

No distributor, reseller, employee, sales representative, or other person may create, expand, or modify a CordEze warranty. Any modification must be contained in a written agreement signed by an authorized representative of CordEze LLC.

Nothing in this section excludes a warranty or remedy that cannot lawfully be excluded.

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CORDEZE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, COSTS OF SUBSTITUTE GOODS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO A WHOLESALE ACCOUNT, AN ORDER, OR THE PURCHASE, USE, RESALE, DISTRIBUTION, OR INABILITY TO USE THE PRODUCTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, CORDEZE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR PRODUCT OR ORDER WILL NOT EXCEED THE AMOUNT THE WHOLESALE CUSTOMER PAID DIRECTLY TO CORDEZE FOR THE PRODUCT OR ORDER GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory asserted and even if CordEze was advised that such damages were possible.

These limitations do not exclude or limit liability that cannot lawfully be excluded or limited.

21. Indemnification

To the fullest extent permitted by law, the Wholesale Customer agrees to defend, indemnify, and hold harmless CordEze LLC and its owners, officers, employees, representatives, contractors, and affiliates from third-party claims, damages, losses, liabilities, penalties, judgments, costs, and reasonable attorney fees arising from or relating to:

• The Customer’s resale, marketing, distribution, export, import, storage, handling, modification, or use of the products;

• Claims, instructions, representations, or warranties made by the Customer that CordEze did not authorize;

• The Customer’s violation of these Wholesale Terms or applicable law;

• The Customer’s negligence, willful misconduct, or misuse of the products;

• The Customer’s sale through an unauthorized channel;

• The Customer’s tax or regulatory obligations; or

• The Customer’s unauthorized use of CordEze’s intellectual property.

CordEze will provide reasonably prompt notice of a covered claim and may participate in the defense through counsel of its choice.

The Customer may not settle a claim in a manner that admits wrongdoing by CordEze, imposes an obligation on CordEze, or affects CordEze’s rights without CordEze’s prior written consent.

This section does not require the Customer to indemnify CordEze for a claim to the extent finally determined to have resulted solely from CordEze’s gross negligence or willful misconduct.

22. Account Suspension and Termination

CordEze may suspend or terminate a wholesale account, revoke discounts, cancel unaccepted orders, restrict authorized sales channels, or require the Customer to reapply if:

• The Customer violates these Wholesale Terms;

• Application or account information is false, incomplete, misleading, or outdated;

• The account no longer satisfies applicable eligibility or purchasing requirements;

• Payment obligations are not satisfied;

• Confidential wholesale information or account credentials are shared or misused;

• Products are advertised or sold through unauthorized channels;

• Product or brand representations are inaccurate or unauthorized;

• CordEze reasonably suspects fraud, diversion, counterfeiting, or other improper conduct; or

• CordEze determines, in its sole discretion, that continuing the wholesale relationship is no longer in its business interests.

Either CordEze or the Wholesale Customer may terminate the wholesale relationship at any time. CordEze is not obligated to continue offering wholesale access, pricing, products, discounts, territory rights, or account privileges for any particular period.

Unless CordEze expressly agrees otherwise, termination does not affect an order CordEze accepted before termination.

CordEze may cancel an accepted but unshipped order if the Customer has materially breached these Wholesale Terms, subject to refunding any amount paid for products CordEze does not supply.

Termination does not eliminate payment obligations or other rights and duties arising before termination.

Provisions concerning payment, confidentiality, intellectual property, warranties, limitation of liability, indemnification, dispute resolution, and other terms that by their nature should survive will survive termination.

23. Changes to the Wholesale Program and These Terms

CordEze may modify these Wholesale Terms and any wholesale eligibility requirement, minimum order, product offering, discount, price, pricing tier, authorized sales channel, or account benefit at any time.

Changes apply prospectively to future orders and to orders that CordEze has not accepted.

No modification will retroactively alter an order CordEze previously accepted unless:

• The parties agree in writing;

• The Customer requests a modification;

• These Wholesale Terms expressly permit the change; or

• Applicable law requires it.

CordEze may provide notice of revised Wholesale Terms by:

• Posting the revised terms on its website;

• Providing notice through the wholesale account;

• Sending notice to the email address associated with the account; or

• Requiring affirmative acceptance when the Customer next logs in or places an order.

The effective date shown at the beginning of these Wholesale Terms identifies the current version.

Every new order is governed by the version of the Wholesale Terms presented or made available to the Customer when that order is submitted. By submitting the order, the Customer agrees to the then-current Wholesale Terms.

If the Customer does not agree to revised terms, its sole option is to discontinue use of the wholesale account and refrain from placing additional orders.

24. Force Majeure

CordEze will not be liable for delay, shortage, nonperformance, or cancellation resulting from circumstances outside its reasonable control, including:

• Natural disasters or severe weather;

• Fire, flood, epidemic, or public-health emergency;

• War, terrorism, civil disturbance, or governmental action;

• Labor shortage or disruption;

• Carrier delay or transportation interruption;

• Utility, telecommunications, or internet failure;

• Cyberattack;

• Supplier failure;

• Raw-material, component, or packaging shortage;

• Manufacturing interruption;

• Customs or port delay; or

• Changes in law, regulation, tariff, or import or export restriction.

CordEze may allocate available inventory among customers and sales channels in its reasonable discretion.

25. Relationship of the Parties

The Wholesale Customer is an independent entity.

Nothing in these Wholesale Terms creates an employment, franchise, agency, partnership, fiduciary, joint-venture, or exclusive-distribution relationship.

The Customer has no authority to bind CordEze, incur obligations on CordEze’s behalf, or represent that it is authorized to act as CordEze’s agent.

26. Governing Law, Venue, and Attorney Fees

These Wholesale Terms and all transactions governed by them will be interpreted under the laws of the State of Arizona, without regard to its conflict-of-law principles and subject to applicable federal law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any legal action or proceeding arising from or relating to these Wholesale Terms, the Wholesale Program, or a wholesale transaction must be brought exclusively in the state courts located in Maricopa County, Arizona, or the United States District Court for the District of Arizona, as applicable.

Each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

Before commencing litigation, the parties will make a good-faith effort to resolve the dispute through direct written communication for at least 30 days.

This requirement does not prevent either party from seeking immediate injunctive or equitable relief to protect confidential information, intellectual property, sales-channel restrictions, or other rights for which immediate relief may be appropriate.

In any action or proceeding arising from or relating to these Wholesale Terms or a wholesale transaction, the prevailing party will be entitled to recover its reasonable attorney fees and taxable costs to the extent permitted by law.

27. Time Limit for Contract Claims

To the fullest extent permitted by law, any action arising from or relating to a contract for the sale of products under these Wholesale Terms must be commenced within one year after the cause of action accrues.

This limitation does not apply to:

• CordEze’s action to recover an unpaid amount;

• A claim for indemnification;

• A claim involving misuse of confidential information or intellectual property;

• A claim based on fraud or willful misconduct; or

• A claim for which applicable law does not permit the limitations period to be shortened.

A cause of action for breach of warranty accrues as provided by applicable Arizona law.

28. Notices

Contractual notices to CordEze under these Wholesale Terms must be sent by email to:

hello@cordeze.com

CordEze may send contractual notices to the email address associated with the Wholesale Customer’s account. The Customer is responsible for maintaining a current email address and monitoring that account for notices.

An electronic notice is considered received when it enters the recipient’s designated email system in a form capable of being retrieved and processed, unless the sender knows that the notice was not actually delivered.

Nothing in this section changes any method of notice or service required by applicable law for a lawsuit, subpoena, or other formal legal proceeding.

29. General Provisions

These Wholesale Terms, together with each accepted order, applicable CordEze policies, and any separate signed agreement, constitute the agreement between CordEze and the Wholesale Customer concerning the matters they address.

If a provision is held invalid or unenforceable, it will be modified only to the minimum extent necessary to make it enforceable. If it cannot be modified, it will be severed, and the remaining provisions will continue in effect.

CordEze’s delay or failure to enforce a provision does not waive its right to enforce that provision or any other provision later.

The Wholesale Customer may not assign, delegate, or transfer its account, an order, or its rights or obligations under these Wholesale Terms without CordEze’s prior written consent.

CordEze may assign these Wholesale Terms or its rights and obligations in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the CordEze business.

These Wholesale Terms are solely for the benefit of CordEze and the Wholesale Customer. No other person or entity is an intended third-party beneficiary.

Headings are provided for convenience and do not affect interpretation.

The Wholesale Customer consents to conducting wholesale-account and order transactions electronically. CordEze will make these Wholesale Terms available in a form that the Customer can download, print, or otherwise retain.

CordEze may maintain electronic records showing the version of the Wholesale Terms presented, the Customer or account accepting them, and the date and time of acceptance. To the fullest extent permitted by law, those records are evidence of the Customer’s assent.

Electronic records and signatures will have the same effect as physical records and signatures to the extent permitted by applicable law.

30. Contact Information

Questions regarding the CordEze Wholesale Program or these Wholesale Terms may be directed to:

CordEze LLC
Email: hello@cordeze.com

Wholesale Applicant Acknowledgment

By selecting “I agree,” I confirm that:

1. I am authorized to act on behalf of the organization identified in the wholesale application;

2. The information provided in the application is complete and accurate;

3. I have had an opportunity to review, download, print, or otherwise retain a copy of the CordEze Wholesale Program Terms and Conditions;

4. I have read and agree to these Wholesale Terms;

5. I understand that wholesale pricing is confidential and subject to account approval, applicable minimum-order requirements, and continued eligibility;

6. I understand that CordEze may change wholesale prices, discounts, minimums, and program benefits at any time for future or unaccepted orders;

7. I understand that selling CordEze products through Amazon, eBay, Walmart Marketplace, or any other third-party online marketplace is strictly prohibited; and

8. I understand that submitting an application does not guarantee approval, a particular discount, continued pricing, exclusivity, protected territory, credit terms, or an OEM relationship.