CHAIZING FIREFLIES
Purveyors of Premium Capsaicin-Based Products
CAPSAICIN RESTRICTED WHOLESALE AGREEMENT
| Effective Date: | Agreement Number: |
| This Capsaicin Restricted Wholesale Agreement (hereinafter referred to as the “ Agreement ” ) is entered into as of the Effective Date set forth above, by and between Chaizing Fireflies, a business entity organized and existing under the laws of the applicable state (hereinafter referred to as the “ Supplier ” ), and the wholesale partner identified herein (hereinafter referred to as the “ Wholesale Partner ” or “ Retailer ” ). This Agreement governs the authorized wholesale distribution of Chaizing Fireflies branded capsaicin-based products, including but not limited to hot sauces, chili extracts, spice blends, capsaicin supplements, and related products. The terms and conditions set forth herein are intended to protect the integrity, safety, intellectual property, and brand reputation of Chaizing Fireflies while establishing a mutually beneficial and legally binding commercial relationship with qualified wholesale partners. Both parties agree to be bound by all terms and conditions of this Agreement. |
Summary: Section 1 identifies the Parties entering into this Agreement. It establishes Chaizing Fireflies as the Supplier and outlines the required identifying information for the Wholesale Partner, including business details, contact information, and authorized representatives. This section ensures both Parties are clearly defined before any obligations, responsibilities, or legal terms take effect.
1.1 Supplier
Legal Name: Chaizing Fireflies
Address:
City: State: ZIP:
Principal Contact:
1.2 Wholesale Partner / Retailer
Individual / Representative Name:
Business / Entity Name:
Business Address:
City: State: ZIP:
Primary Contact Name:
Phone Number:
Email Address:
The Supplier and the Wholesale Partner may each be referred to individually as a “Party” and collectively as the “Parties.”
Summary: Section 2 establishes the key terms used throughout this Agreement to ensure both Parties interpret all language consistently and without ambiguity. These definitions clarify important concepts such as Authorized Sales Channels, Territory, Product Integrity, MAP Pricing, Retailer Responsibilities, and any other terminology that governs how the Agreement is applied. By defining these terms upfront, Section 2 prevents misunderstandings and provides a shared reference point for all obligations that follow.
As used in this Agreement, the following terms shall have the meanings set forth below:
2.1 “Agreement” means this Capsaicin Restricted Wholesale Agreement, including all Exhibits, Schedules, and amendments attached hereto or incorporated herein by reference.
2.2 “Capsaicin Products” means all products manufactured, branded, or distributed by Chaizing Fireflies that contain capsaicin or capsaicinoids as an active or primary ingredient, including but not limited to hot sauces, chili extracts, spice blends, capsaicin supplements, topical capsaicin preparations, and any other product so designated by Chaizing Fireflies.
2.3 “Restricted Products” means those Capsaicin Products designated by Chaizing Fireflies as subject to special handling, distribution, sale, or storage restrictions due to exceptionally high capsaicin concentration, regulatory requirements, or elevated safety considerations, as identified in Exhibit A.
2.4 “Authorized Sales Channels” means the specific retail, wholesale, or online sales platforms and venues explicitly approved in writing by Chaizing Fireflies for the Wholesale Partner’s distribution of Capsaicin Products, as set forth in Exhibit C.
2.5 “Intellectual Property” or “IP” means all trademarks, service marks, trade names, logos, trade dress, branding, product formulations, recipes, proprietary blends, patents, copyrights, trade secrets, and any other proprietary rights owned by or licensed to Chaizing Fireflies in connection with its products, business, and operations.
2.6 “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to pricing schedules, product formulations, business strategies, customer lists, and financial data.
2.7 “Scoville Heat Unit (SHU)” means the standardized unit of measurement for the pungency (spicy heat) of capsaicin products, as determined by the Scoville Organoleptic Test or High-Performance Liquid Chromatography (HPLC) analysis. SHU levels are used to classify products and determine applicable handling and distribution restrictions under this Agreement.
2.8 “End Consumer” means the final purchaser of a Capsaicin Product who acquires the product for personal use and not for resale, redistribution, or commercial purposes.
2.9 “Authorization Tier” means the classification level assigned by Chaizing Fireflies to a Wholesale Partner (Standard, Premium, or Elite) that determines the scope of products the Partner is authorized to purchase, stock, and sell pursuant to this Agreement.
2.10 “Minimum Advertised Price (MAP)” means the lowest price at which a Wholesale Partner is permitted to advertise any Chaizing Fireflies Capsaicin Product for sale to the public, as specified in Exhibit A.
2.11 “Safety Data Sheet (SDS)” (formerly known as Material Safety Data Sheet or MSDS) means the standardized document that provides detailed information on the properties, health hazards, safe handling procedures, emergency response protocols, and regulatory compliance data for capsaicin-based products, as required under applicable occupational health and safety regulations.
2.12 “Territory” means the geographic area within which the Wholesale Partner is authorized to market, distribute, and sell Capsaicin Products, as defined in Exhibit B to this Agreement.
2.13 “Minimum Order Quantity (MOQ)” means the minimum number of units or dollar value of product that the Wholesale Partner must order per purchase transaction, as specified in Exhibit A.
2.14 “Effective Date” means the date on which this Agreement becomes binding upon the Parties, as set forth on the cover page of this Agreement.
Summary: Section 3 outlines who is permitted to access, handle, store, or distribute Chaizing Fireflies products. It defines authorized personnel, restricts unauthorized third‑party involvement, and ensures that product handling remains controlled and compliant with brand standards.
3.1 Pre-Approval Requirement. All Wholesale Partners must be pre-approved and credentialed by Chaizing Fireflies prior to placing any order for Capsaicin Products. No distribution rights are granted, implied, or transferred without the execution of this Agreement and the formal issuance of written authorization by Chaizing Fireflies.
3.2 Required Documentation. As a condition of authorization and continued authorization, the Wholesale Partner shall provide Chaizing Fireflies with the following documentation prior to execution of this Agreement and upon request thereafter:
(a) A valid and current business license issued by the applicable governmental authority;
(b) A valid reseller certificate or sales tax exemption certificate as applicable;
(c) Proof of applicable product handling certifications, including food safety certifications, hazardous materials handling training (where applicable), and any other certifications required by applicable law or requested by Chaizing Fireflies; and
(d) Certificate(s) of Insurance evidencing product liability and general commercial liability coverage meeting the minimum requirements set forth in Section 6 of this Agreement.
3.3 Authorization Tiers. Wholesale Partners shall be assigned to one of the following Authorization Tiers upon approval. The assigned tier governs the scope of products the Wholesale Partner is authorized to purchase and distribute:
| Tier | Designation | Product Access | SHU Limit | Additional Requirements |
| Tier 1 | Standard | Core product line; standard retail SKUs | Up to 100,000 SHU | Basic business license & reseller certificate |
| Tier 2 | Premium | Core + specialty and limited-edition products | Up to 500,000 SHU | Food safety certification; enhanced SDS training |
| Tier 3 | Elite | Full product catalog including Restricted Products | Above 500,000 SHU (with clearance) | All Tier 2 requirements + written high-SHU clearance |
3.4 High-SHU Product Clearance. Any product rated above five hundred thousand (500,000) Scoville Heat Units (SHU) shall be classified as a Restricted Product and shall require additional written clearance from Chaizing Fireflies prior to order placement. Such clearance may include, but is not limited to, enhanced safety training verification, specialized storage compliance documentation, and consumer-facing warning label compliance acknowledgment.
3.5 Non-Transferability of Authorization. Authorization granted under this Agreement is personal to the Wholesale Partner and may not be sublicensed, transferred, assigned, or otherwise conveyed to any third party without the prior express written consent of Chaizing Fireflies. Any attempted transfer in violation of this section shall be null and void and shall constitute grounds for immediate termination of this Agreement.
3.6 Annual Credential Audit. Chaizing Fireflies reserves the right to audit the Wholesale Partner’s credentials, certifications, business licenses, and compliance documentation on an annual basis, or at any time upon reasonable written notice. The Wholesale Partner shall cooperate fully with any such audit and shall provide requested documentation within ten (10) business days of the written request.
3.7 Right to Modify or Revoke Authorization. Chaizing Fireflies reserves the right, at its sole reasonable discretion and upon written notice, to upgrade, downgrade, suspend, or permanently revoke a Wholesale Partner’s Authorization Tier at any time based on compliance performance, credential validity, purchase history, or material breach of this Agreement.
3.8 The Wholesale Partner may not use third‑party fulfillment centers, drop‑shipping services, or external logistics providers to store, ship, or distribute Chaizing Fireflies products without prior written approval. All products must be shipped directly from the Retailer’s approved business location(s). Unauthorized third‑party fulfillment constitutes a material breach of this Agreement.
Summary: Section 4 establishes the standards required to maintain product quality, safety, and authenticity. It covers proper storage, temperature requirements, handling expectations, and procedures for reporting issues to ensure products remain in their intended condition throughout distribution.
4.1 Storage Conditions. The Wholesale Partner shall store all Capsaicin Products in strict accordance with the storage specifications set forth in Exhibit D to this Agreement. Unless otherwise specified in Exhibit D or on individual product labeling, Capsaicin Products shall be stored:
(a) At ambient temperatures between 50°F and 75°F (10°C – 24°C), unless specific cold-chain requirements apply;
(b) At relative humidity levels not exceeding sixty percent (60%);
(c) Away from direct sunlight, heat sources, and incompatible chemical substances; and
(d) In clean, dry, well-ventilated storage facilities free from contamination risks.
4.2 Handling Requirements and Safety Protocols. The Wholesale Partner shall comply with all applicable occupational health and safety regulations concerning the handling of capsaicin-based products. The following minimum safety protocols apply:
(a) Personnel handling Restricted Products rated above 500,000 SHU must use appropriate personal protective equipment (PPE), including but not limited to chemical-resistant gloves, safety eyewear or face shields, and protective clothing, as specified in the applicable SDS;
(b) All relevant personnel must be trained in the proper handling of capsaicin products and must have access to current Safety Data Sheets (SDS) for each product handled;
(c) Emergency response procedures, including eye wash stations and first aid supplies, shall be accessible in all areas where Restricted Products are stored or handled; and
(d) The Wholesale Partner shall maintain and make available to Chaizing Fireflies upon request all SDS compliance documentation and safety training records.
4.3 Prohibition on Product Alteration. The Wholesale Partner is strictly prohibited from repackaging, reformulating, diluting, adulterating, relabeling, or in any manner altering any Capsaicin Product from its original manufactured and labeled form without the prior express written consent of Chaizing Fireflies. Any unauthorized alteration shall constitute a material breach of this Agreement.
4.4 Expiration Date and Batch Tracking. The Wholesale Partner shall:
(a) Maintain an accurate inventory system that tracks batch numbers, lot codes, and expiration dates for all Capsaicin Products in its possession;
(b) Sell products on a first-in, first-out (FIFO) basis to prevent the sale of expired or near-expired products;
(c) Remove from sale and quarantine any product that has reached or exceeded its expiration date; and
(d) Provide batch tracking records to Chaizing Fireflies upon request within five (5) business days.
4.5 Mandatory Reporting of Product Issues. The Wholesale Partner shall immediately notify Chaizing Fireflies in writing upon discovering or receiving any report of damaged, contaminated, out-of-specification, or potentially adulterated Capsaicin Products. Such notification shall include the affected batch or lot number(s), quantity affected, nature of the defect or contamination, and any actions taken. Chaizing Fireflies shall determine the appropriate remediation, including recall, return, or destruction procedures.
4.6 Cold Chain and Specialized Packaging Requirements. For Capsaicin Products requiring temperature-controlled distribution or specialized packaging as designated by Chaizing Fireflies, the Wholesale Partner shall maintain the integrity of the cold chain throughout transit and storage. The Wholesale Partner shall not accept delivery of products that have been subjected to temperature excursions outside the specified parameters and shall document and report any such occurrences to Chaizing Fireflies immediately.
4.7 In the event of a product recall, safety advisory, or mandatory withdrawal, the Wholesale Partner agrees to fully cooperate with Chaizing Fireflies, including immediate removal of affected products from sale, quarantine of inventory, communication with customers when required, and timely submission of inventory and batch information. Failure to cooperate with recall procedures constitutes a material breach of this Agreement.
Summary: Section 5 protects Chaizing Fireflies trademarks, branding, packaging, product names, and proprietary formulations. It prohibits unauthorized reproduction, modification, or misuse of intellectual property and ensures all brand assets are used only as approved.
5.1 Ownership of Intellectual Property. All trademarks, service marks, trade names, logos, trade dress, product formulations, recipes, proprietary blends, copyrights, patents, trade secrets, and all other intellectual property rights related to Chaizing Fireflies and its Capsaicin Products (collectively, the “Chaizing Fireflies IP”) are and shall remain the exclusive property of Chaizing Fireflies. Nothing in this Agreement shall be construed to grant the Wholesale Partner any ownership interest or proprietary right in or to the Chaizing Fireflies IP.
5.2 Prohibition on IP Registration or Imitation. The Wholesale Partner shall not, directly or indirectly, file or seek to register any trademark, trade name, domain name, logo, or other intellectual property right that is identical to, confusingly similar to, or derived from any element of the Chaizing Fireflies IP, in any jurisdiction. The Wholesale Partner further agrees not to copy, imitate, or otherwise mimic Chaizing Fireflies’ trade dress, product packaging, or branding in any manner.
5.3 Limited License to Use Branding. Subject to the terms and conditions of this Agreement, Chaizing Fireflies hereby grants the Wholesale Partner a limited, non-exclusive, non-transferable, revocable license to use Chaizing Fireflies’ approved trademarks, logos, and branding materials solely for the purpose of advertising, displaying, and selling authorized Capsaicin Products through Authorized Sales Channels during the Term of this Agreement. Such license does not permit any modification of the Chaizing Fireflies IP and is conditioned upon full compliance with all brand usage guidelines as provided by Chaizing Fireflies from time to time.
5.4 Prohibition on Reverse Engineering. The Wholesale Partner shall not, and shall ensure that its employees, contractors, agents, and affiliates do not, attempt to reverse engineer, analyze, decompile, or otherwise determine the composition, formulation, or proprietary process of any Chaizing Fireflies Capsaicin Product.
5.5 No Derivative Products. The Wholesale Partner shall not create, manufacture, develop, market, or sell any product that (a) uses the Chaizing Fireflies name, branding, or IP; (b) is derived from or inspired by a Chaizing Fireflies proprietary formulation; or (c) is designed to imitate or compete with Chaizing Fireflies products under a similar or derivative name or brand identity.
5.6 Obligation to Report Infringement. The Wholesale Partner shall promptly notify Chaizing Fireflies in writing upon becoming aware of any actual or suspected infringement, misappropriation, or unauthorized use of Chaizing Fireflies IP in the marketplace. The Wholesale Partner shall reasonably cooperate with Chaizing Fireflies in any investigation or legal proceeding related to such infringement. Chaizing Fireflies shall retain sole authority to determine whether and how to respond to any IP infringement.
5.7 Survival of IP Protections. The restrictions, obligations, and protections set forth in this Section 5 shall survive the expiration or termination of this Agreement and shall remain in full force and effect indefinitely, or for the maximum period permitted by applicable law.5.8 The Wholesale Partner may not remove, obscure, alter, replace, or cover any Chaizing Fireflies branding, labeling, packaging, or product identifiers. The Wholesale Partner is strictly prohibited from selling Chaizing Fireflies products under any other brand name, private label, or white‑label arrangement. Any attempt to rebrand or misrepresent Chaizing Fireflies products is grounds for immediate termination
Summary: Section 6 outlines liability responsibilities for both Parties. It clarifies what each Party is accountable for, establishes indemnification obligations, and defines protections against misuse, misrepresentation, or unauthorized sales practices.
6.1 Limitation of Chaizing Fireflies’ Liability. To the maximum extent permitted by applicable law, Chaizing Fireflies’ total aggregate liability to the Wholesale Partner arising out of or related to this Agreement, whether in contract, tort, strict liability, or otherwise, shall not exceed the total amount paid by the Wholesale Partner to Chaizing Fireflies in the twelve (12) month period immediately preceding the event giving rise to the claim. In no event shall Chaizing Fireflies be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, or loss of business opportunity, even if advised of the possibility of such damages.
6.2 Partner Assumption of Liability. The Wholesale Partner assumes full and exclusive responsibility and liability for any harm, loss, claim, or damage arising from:
(a) Improper storage, handling, transportation, or display of Capsaicin Products by the Wholesale Partner or its employees, agents, or contractors;
(b) Resale of expired, damaged, or out-of-specification products where such condition arose after delivery to the Wholesale Partner;
(c) Failure to provide adequate consumer warnings, labels, or safety information as required by applicable law or this Agreement; and
(d) Any unauthorized modification, repackaging, or adulteration of Capsaicin Products.
6.3 Indemnification by Wholesale Partner. The Wholesale Partner shall defend, indemnify, and hold harmless Chaizing Fireflies and its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, demands, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) any breach of this Agreement by the Wholesale Partner; (b) the Wholesale Partner’s negligence or willful misconduct; (c) any act or omission of the Wholesale Partner in connection with the handling, storage, display, marketing, or resale of Capsaicin Products; or (d) the Wholesale Partner’s failure to comply with applicable laws or regulations.
6.4 Insurance Requirements. The Wholesale Partner shall obtain and maintain, at its sole cost and expense throughout the Term of this Agreement and for a period of not less than two (2) years thereafter, the following minimum insurance coverage:
(a) Commercial General Liability insurance with a minimum per-occurrence limit of: (to be determined);
(b) Product Liability insurance with a minimum aggregate limit of: (to be determined);
(c) Workers’ Compensation insurance as required by applicable law; and
(d) Such other insurance as Chaizing Fireflies may reasonably require in writing. Chaizing Fireflies shall be named as an additional insured on all such policies. The Wholesale Partner shall provide Chaizing Fireflies with certificates of insurance evidencing such coverage within ten (10) business days of execution of this Agreement and upon each policy renewal.
6.5 Allergen and Warning Label Compliance. The Wholesale Partner bears full responsibility for ensuring that all Capsaicin Products sold to End Consumers bear all required allergen disclosures, health and safety warnings, and regulatory labels mandated by applicable federal, state, and local law. The Wholesale Partner shall not remove, obscure, or alter any labeling affixed to products by Chaizing Fireflies.
6.6 Mutual Indemnification Carve-Outs. Notwithstanding the foregoing, neither Party shall be obligated to indemnify the other Party for any claims arising from the indemnified party’s own gross negligence, fraud, willful misconduct, or material breach of this Agreement.
Summary: Section 7 sets standards for how Chaizing Fireflies products may be displayed, merchandised, and presented in retail environments. It ensures brand consistency, prevents misleading presentation, and maintains the integrity of product representation.
7.1 Approved Display Sections. Capsaicin Products must be displayed exclusively in appropriate retail sections, including but not limited to specialty food, gourmet food, hot sauce, or condiment aisles. Chaizing Fireflies may specify required or preferred display sections in writing, and such specifications shall be binding upon the Wholesale Partner.
7.2 Prohibited Adjacency. The Wholesale Partner is strictly prohibited from displaying Capsaicin Products, particularly Restricted Products, adjacent to, within the same display fixture as, or in close proximity to children’s food products, candy, confections, or any products commonly purchased by or marketed to children. A minimum separation of five (5) linear feet between Capsaicin Products and children’s product sections is required unless a greater separation is mandated by applicable law or Chaizing Fireflies guidelines.
7.3 Display Temperature Guidelines. Display areas for Capsaicin Products shall maintain temperature and humidity conditions consistent with the storage requirements set forth in Section 4.1 and Exhibit D of this Agreement. Products shall not be placed in proximity to heat-generating lighting fixtures, direct sunlight exposure, or refrigeration units that may cause thermal shock or condensation, unless such conditions are specifically required for individual product types.
7.4 Point-of-Sale Materials. All point-of-sale (POS) materials, shelf talkers, display signage, and branded fixtures used in connection with Capsaicin Products must be sourced from or approved in advance in writing by Chaizing Fireflies. The Wholesale Partner shall not create, reproduce, or display custom POS materials bearing Chaizing Fireflies IP without such prior written approval.
7.5 Restricted Product Display Requirements. Restricted Products (those rated above 500,000 SHU or otherwise designated by Chaizing Fireflies) must be stored and displayed in one of the following secure configurations:
(a) Behind a staffed service counter with products accessible only through direct employee assistance; or
(b) In a locked display case with visible signage indicating the high-heat nature of the products and the requirement for employee assistance to access.
Unauthorized self-service display of Restricted Products is strictly prohibited.
7.6 Consumer Warning Signage. For all Restricted Products and any Capsaicin Product rated above 100,000 SHU, the Wholesale Partner shall display prominent consumer warning signage at the point of sale. Such signage must clearly communicate: (a) the extreme heat level of the products; (b) a recommendation that purchasers consult with store personnel before purchase; and (c) an advisory that the products are not suitable for individuals with certain medical conditions, children, or those sensitive to capsaicin. Warning signage must be approved in advance by Chaizing Fireflies.
7.7 Display Compliance Verification. Upon request by Chaizing Fireflies, the Wholesale Partner shall submit photographs, video, or store layout diagrams evidencing compliance with the display and merchandising requirements of this Section 7. Such requests shall be fulfilled within ten (10) business days. Chaizing Fireflies reserves the right to conduct in-person store audits upon reasonable advance notice.
Summary: Section 8 governs how the Wholesale Partner may advertise, promote, or represent Chaizing Fireflies products. It restricts unauthorized claims, regulates digital marketing practices, and ensures all promotional materials align with approved brand messaging.
8.1 Pre-Approval Requirement. All marketing materials, advertisements, promotional campaigns, and communications that feature, reference, or display Chaizing Fireflies products, branding, or IP must be submitted to Chaizing Fireflies for prior written approval before publication, distribution, or broadcast. Chaizing Fireflies shall use commercially reasonable efforts to respond to approval requests within ten (10) business days.
8.2 Prohibition on Unsubstantiated Claims. The Wholesale Partner shall not make any health claims, therapeutic claims, performance claims, or any other unsubstantiated representations about Capsaicin Products that are not expressly supported by Chaizing Fireflies’ approved product documentation. This prohibition includes but is not limited to claims regarding weight loss, pain relief, metabolic enhancement, or any other implied health or medical benefits, unless such claims have been reviewed and approved in writing by Chaizing Fireflies and are substantiated by applicable regulatory standards.
8.3 Social Media Guidelines. The Wholesale Partner’s use of social media platforms in connection with Chaizing Fireflies products is subject to the following requirements:
(a) Only approved hashtags and brand handles as provided by Chaizing Fireflies shall be used in association with product posts;
(b) All social media content featuring Chaizing Fireflies products must clearly and prominently attribute the products to the Chaizing Fireflies brand;
(c) The Wholesale Partner shall not post any content that disparages, mocks, or negatively characterizes Chaizing Fireflies, its products, or its representatives; and
(d) All social media posts featuring product promotions or advertising must comply with applicable Federal Trade Commission (FTC) disclosure guidelines.
8.4 Prohibition on Comparative Advertising. The Wholesale Partner shall not publish, broadcast, or distribute any comparative advertising that uses Chaizing Fireflies products, branding, or IP to disparage, demean, or negatively compare any competitor brand or competitor product. This prohibition applies to all forms of media, including print, digital, social, and broadcast.
8.5 Minimum Advertised Price (MAP) Compliance. The Wholesale Partner shall not advertise, display, or promote any Capsaicin Product at a price below the applicable MAP as set forth in Exhibit A. This restriction applies to all forms of advertising, including in-store signage, online listings, printed circulars, email campaigns, and social media promotions. Violations of the MAP policy shall constitute a material breach of this Agreement.
8.6 Influencer and Sponsored Content. Any influencer partnerships, sponsored content arrangements, affiliate programs, or paid promotional collaborations that involve Chaizing Fireflies products or branding must receive prior written approval from Chaizing Fireflies. All such content must include proper commercial disclosures as required by the FTC and applicable law, and must not include any claims or representations prohibited under this Agreement.
8.7 Prohibition on Political or Controversial Use. The Wholesale Partner shall not use Chaizing Fireflies’ name, products, branding, or IP in any content related to political campaigns, political messaging, controversial social or cultural issues, or any content that Chaizing Fireflies reasonably determines may damage its brand reputation or public standing.
Summary: Section 9 establishes pricing requirements, including Minimum Advertised Price (MAP) rules. It ensures consistent pricing across all sales channels, prevents undercutting, and protects the perceived value of Chaizing Fireflies products.
9.1 Wholesale Pricing Schedule. The applicable wholesale pricing for all Capsaicin Products available under this Agreement is set forth in Exhibit A (Wholesale Pricing Schedule & MAP Policy), which is attached hereto and incorporated herein by reference. The Wholesale Partner acknowledges receipt of Exhibit A and agrees to all pricing terms set forth therein.
9.2 MAP Policy. The Wholesale Partner agrees to comply at all times with the Minimum Advertised Price (MAP) policy established by Chaizing Fireflies and set forth in Exhibit A. The MAP policy establishes the floor price at which each product may be advertised by the Wholesale Partner. The MAP policy does not restrict the in-store actual selling price, but no advertised price may fall below the MAP. Chaizing Fireflies may update the MAP policy upon thirty (30) days’ prior written notice.
9.3 Price Adjustments. Chaizing Fireflies reserves the right to adjust its wholesale pricing schedule at any time upon not less than thirty (30) days’ prior written notice to the Wholesale Partner. Orders placed prior to the effective date of any price adjustment shall be honored at the pricing in effect at the time the order was placed, subject to product availability.
9.4 Prohibition on Bundling with Competitor Products. The Wholesale Partner shall not bundle, package, or sell Chaizing Fireflies Capsaicin Products together with any competitor product or non-Chaizing Fireflies branded product as part of a combined promotional offer, gift set, or bundle without the prior express written consent of Chaizing Fireflies.
9.5 Prohibition on Loss-Leader Pricing. The Wholesale Partner shall not use Chaizing Fireflies products as loss leaders, promotional giveaways (without express written authorization), or in any pricing strategy that materially devalues the perceived retail value of Chaizing Fireflies products or harms Chaizing Fireflies’ brand positioning in the market.
9.6 Taxes, Duties, and Import Fees. The Wholesale Partner is solely responsible for the payment of all applicable taxes, duties, customs fees, import charges, and any other governmental levies imposed in connection with the purchase, importation, sale, or distribution of Capsaicin Products. Chaizing Fireflies shall not be responsible for any taxes or fees imposed on the Wholesale Partner’s commercial activities.
9.7 Payment Terms. Unless otherwise agreed in writing or specified in Exhibit A, payment for all orders is due within thirty (30) days of the invoice date (Net 30). Payment terms are subject to credit approval by Chaizing Fireflies at its sole discretion. Chaizing Fireflies reserves the right to require prepayment or deposit for new accounts or accounts with a history of late payment. Overdue balances shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
Summary: Section 10 defines where Chaizing Fireflies products may be sold. It prohibits unauthorized online marketplaces, restricts resale channels, and ensures products are only distributed through approved, brand‑aligned environments.
10.1 Limitation to Authorized Channels. The Wholesale Partner may only sell Capsaicin Products through the sales channels explicitly approved and listed in Exhibit C (Approved Sales Channels) of this Agreement. Any sale through a channel not listed in Exhibit C is strictly prohibited without prior written approval from Chaizing Fireflies.
10.2 Online Marketplace Restrictions. The Wholesale Partner is prohibited from selling any Chaizing Fireflies product on third‑party online marketplaces, including but not limited to Amazon, Walmart Marketplace, eBay, Etsy, Facebook Marketplace, or any similar platform. Products may only be sold through Authorized Sales Channels approved in writing by Chaizing Fireflies. Any unauthorized listing, resale, or digital distribution constitutes a material breach of this Agreement.
10.3 Geographic Territory Restrictions. The Wholesale Partner is authorized to sell and distribute Capsaicin Products solely within the Territory as defined in Exhibit B of this Agreement. The Wholesale Partner shall not actively solicit customers, establish distribution relationships, or accept orders from outside its designated Territory without the prior written consent of Chaizing Fireflies.
10.4 Prohibition on Unauthorized Export. The Wholesale Partner shall not export, re-export, or otherwise transfer Capsaicin Products to any country, territory, or jurisdiction outside the designated Territory without the prior written approval of Chaizing Fireflies and full compliance with all applicable export control laws, regulations, and licensing requirements.
10.5 Drop-Shipping Restrictions. Drop-shipping of Capsaicin Products is prohibited unless the Wholesale Partner has received specific prior written authorization from Chaizing Fireflies for drop-shipping operations. Any authorized drop-shipping must comply with all storage, handling, labeling, and delivery requirements set forth in this Agreement.
10.6 Prohibition on Gray Market and Parallel Import Sales. The Wholesale Partner is strictly prohibited from engaging in gray market sales, parallel imports, or any diversion of Capsaicin Products outside the authorized distribution network established by Chaizing Fireflies. The Wholesale Partner shall not sell to any party that the Wholesale Partner knows or has reasonable grounds to suspect intends to resell the products outside the authorized Territory or through unauthorized channels.
10.7 Physical Retail Premises Requirement. The Wholesale Partner shall sell Capsaicin Products exclusively from licensed and duly permitted business premises. All physical retail locations must be registered, licensed, and compliant with applicable local, state, and federal business operating requirements. The Wholesale Partner shall promptly notify Chaizing Fireflies of any change in retail locations, closures, or additions of new sales premises.
Summary: Section 11 includes additional operational or administrative provisions that support the Agreement. These may include communication requirements, documentation expectations, or other supporting terms necessary for maintaining a compliant wholesale relationship.
11.1 Minimum Order Quantity (MOQ). Each purchase order placed by the Wholesale Partner must meet or exceed the Minimum Order Quantity (MOQ) applicable to the ordered product(s) as specified in Exhibit A. Orders that do not meet the applicable MOQ will not be processed without prior written approval from Chaizing Fireflies, which may be subject to a small-order surcharge.
11.2 Annual Purchase Minimums. To maintain active authorization status and tier classification, the Wholesale Partner must achieve the minimum annual purchase volume applicable to its assigned Authorization Tier, as set forth in Exhibit A. Annual purchase minimums shall be measured from the Effective Date of this Agreement or each anniversary thereof.
11.3 Consequences of Failing to Meet Purchase Minimums. In the event the Wholesale Partner fails to achieve the annual purchase minimum applicable to its current Authorization Tier, Chaizing Fireflies may, at its sole discretion and upon written notice:
(a) Downgrade the Wholesale Partner’s Authorization Tier to the next lower tier;
(b) Suspend the Wholesale Partner’s purchasing privileges pending a performance review; or
(c) Terminate this Agreement for material breach pursuant to Section 12 of this Agreement.
11.4 Returns and Defective Product Policy.
(a) Defective Products: The Wholesale Partner may return products that are defective, damaged in transit (where damage is documented upon receipt), or do not conform to Chaizing Fireflies’ quality specifications, provided that written notice of the defect is given to Chaizing Fireflies within five (5) business days of receipt of the affected shipment.
(b) Non-Defective Returns: Non-defective products may only be returned with prior written authorization from Chaizing Fireflies. Unauthorized returns will not be accepted. Authorized non-defective returns may be subject to a restocking fee of up to fifteen percent (15%) of the invoiced value.
(c) Process: All returns must be shipped in original packaging, accompanied by a Return Merchandise Authorization (RMA) number issued by Chaizing Fireflies, and sent at the Wholesale Partner’s expense unless the return is the result of a manufacturing defect or shipping error caused by Chaizing Fireflies.
Summary: Section 12 explains the duration of the Agreement, renewal conditions, and the circumstances under which either Party may terminate the relationship. It outlines notice requirements and procedures for ending the Agreement properly.
the other Party not less than sixty (60) days prior to the expiration of the then-current term.
12.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of any of the following:
(a) Material breach of any provision of this Agreement that remains uncured for thirty (30) days following written notice of the breach (or immediately in the case of breaches that are incapable of cure);
(b) Fraud, misrepresentation, or willful misconduct by the breaching Party;
(c) Insolvency, bankruptcy, receivership, or assignment for the benefit of creditors by the breaching Party;
(d) Repeated violation of the MAP policy (defined as three (3) or more violations in any twelve-month period); or
(e) Any material violation of Section 5 (Intellectual Property Protection) of this Agreement.
12.3 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon not less than sixty (60) days’ prior written notice to the other Party.
12.4 Immediate Termination for Safety Violations. Chaizing Fireflies reserves the right to immediately terminate this Agreement, without prior notice or cure period, in the event the Wholesale Partner mishandles Restricted Products (those rated above 500,000 SHU) in a manner that creates an actual or imminent risk of personal injury, property damage, or regulatory violation, or in any instance where the Wholesale Partner’s conduct poses an immediate threat to public safety or the Chaizing Fireflies brand.
12.5 Effects of Termination. Upon the expiration or termination of this Agreement for any reason:
(a) Sell-Through Period: Subject to Section 12.4, the Wholesale Partner shall have a period of ninety (90) days from the effective date of termination (the “Sell-Through Period”) in which to sell existing authorized inventory of Capsaicin Products through Authorized Sales Channels, in compliance with all terms of this Agreement. No new orders shall be placed or accepted during the Sell-Through Period.
(b) Inventory Return Option: At Chaizing Fireflies’ sole election, Chaizing Fireflies may offer the Wholesale Partner the option to return unsold, undamaged, and unexpired inventory in exchange for a refund of the original wholesale purchase price, less any applicable restocking fees.
(c) Destruction of Branded Materials: Upon or prior to the conclusion of the Sell-Through Period, the Wholesale Partner shall destroy or return to Chaizing Fireflies all branded marketing materials, point-of-sale displays, signage, and any other materials bearing Chaizing Fireflies IP. The Wholesale Partner shall certify in writing that such destruction or return has been completed.
12.6 Survival of Obligations. The following provisions shall survive the expiration or termination of this Agreement and shall remain in full force and effect: Section 5 (Intellectual Property Protection); Section 6 (Liability & Indemnification); Section 13 (Confidentiality); any payment obligations accrued prior to termination; and any post-termination non-compete obligations expressly agreed to in writing.
Summary: Section 13 establishes confidentiality obligations for both Parties. It protects proprietary information, business practices, pricing structures, and any sensitive materials shared during the wholesale relationship.
13.1 Confidentiality Obligations. Each Party agrees to hold the other Party’s Confidential Information in strict confidence. The receiving Party shall: (a) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing Party; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
13.2 Scope of Confidential Information. For purposes of this Agreement, Confidential Information specifically includes, but is not limited to, wholesale pricing and pricing schedules, product formulations and recipes, business strategies, marketing plans, customer and supplier lists, financial data, and all terms and conditions of this Agreement.
13.3 Exceptions. The obligations of confidentiality set forth in this Section 13 shall not apply to information that:
(a) Is or becomes generally publicly available through no fault of the receiving Party;
(b) Was rightfully known to the receiving Party prior to disclosure, without obligation of confidentiality;
(c) Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or
(d) Is required to be disclosed by applicable law, regulation, or court order, provided that the receiving Party provides the disclosing Party with prompt prior written notice of such requirement (to the extent legally permissible) and cooperates with the disclosing Party in seeking a protective order or other appropriate relief.
13.4 Duration of Confidentiality Obligations. The confidentiality obligations set forth in this Section 13 shall remain in full force and effect for a period of three (3) years following the expiration or termination of this Agreement, regardless of the reason for termination.
Summary: Section 14 establishes the legal jurisdiction that governs this Agreement. It specifies which state’s laws apply to all interpretations, disputes, and enforcement actions, and identifies the proper venue where any legal proceedings must be filed. This section ensures both Parties understand the legal framework that controls the Agreement and prevents conflicts over where or how disputes should be resolved.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.
14.2 Good-Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a “Dispute”), the Parties agree to first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each Party. Such negotiation period shall last not less than thirty (30) days from the date one Party delivers written notice of the Dispute to the other, unless the Parties mutually agree in writing to extend or shorten this period.
14.3 Binding Arbitration. If the Parties are unable to resolve a Dispute through good-faith negotiation within the period specified in Section 14.2, such Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by the Parties, or selected pursuant to AAA procedures. The arbitration shall be conducted in English and shall take place in (County and State). The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.
14.4 Venue for Litigation. Notwithstanding the arbitration clause set forth in Section 14.3, either Party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration. Any such judicial proceedings shall be brought exclusively in the state or federal courts located in (County, State), and the Parties hereby consent to the exclusive personal jurisdiction of such courts for this limited purpose.
14.5 Prevailing Party Attorney’s Fees. In any arbitration or litigation arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorney’s fees, court or arbitration costs, and other reasonable legal expenses incurred in connection with such proceeding.
Summary: Section 15 explains how changes to the Agreement may be made. It requires that any amendment, modification, or adjustment must be documented in writing and signed by both Parties to be valid. This section prevents unauthorized changes, protects both Parties from informal or verbal alterations, and ensures that all updates to the Agreement are mutually agreed upon and properly recorded.
15.1 Entire Agreement. This Agreement, together with all Exhibits and any written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings, whether oral or written, between the Parties relating to such subject matter.
15.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be deemed severed from this Agreement. The validity and enforceability of all remaining provisions shall not be affected or impaired thereby.
15.3 Waiver. No failure or delay by either Party to exercise any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless made in writing and signed by the waiving Party.
15.4 Force Majeure. Neither Party shall be in default or liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that Party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, acts of war or terrorism, government actions, labor disputes, or supply chain disruptions (“Force Majeure Event”). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing and shall use commercially reasonable efforts to mitigate the effects of and resume performance as soon as practicable.
15.5 Amendments. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by authorized representatives of both Parties. No course of dealing or trade usage shall modify or supplement the terms of this Agreement.
15.6 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly delivered when: (a) delivered personally; (b) sent by certified or registered mail, postage prepaid, return receipt requested; or (c) sent by nationally recognized overnight courier, to the addresses set forth in Section 1 of this Agreement or to such other address as a Party may designate by notice. Notices may also be provided by email where acknowledged in writing by the receiving Party, provided that critical legal notices (including termination notices) must be delivered by one of the methods specified in (a), (b), or (c) above.
15.7 Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including signatures transmitted by PDF or executed through a recognized electronic signature platform such as DocuSign or equivalent) shall be deemed valid and legally binding to the same extent as original ink signatures.
15.8 Independent Contractors. The Parties are and shall remain independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between Chaizing Fireflies and the Wholesale Partner. The Wholesale Partner shall have no authority to bind Chaizing Fireflies to any obligation or agreement and shall not represent itself as an agent, employee, or representative of Chaizing Fireflies.
15.9 Assignment. The Wholesale Partner may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Chaizing Fireflies. Any attempted assignment in violation of this provision shall be null and void. Chaizing Fireflies may assign this Agreement without the Wholesale Partner’s consent in connection with a merger, acquisition, or sale of all or substantially all of its business assets.
15.10 Headings. Section headings in this Agreement are for reference and convenience purposes only and shall not affect the interpretation or construction of any provision hereof.
IN WITNESS WHEREOF, the Parties have caused this Capsaicin Restricted Wholesale Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.
| FOR CHAIZING FIREFLIES (SUPPLIER) Name (Print): Signature: Title: Date: | FOR WHOLESALE PARTNER (RETAILER) Name (Print): Signature: Title: Date: Business Name: Business License Number: |
The following Exhibits are attached to and incorporated into this Agreement by reference. In the event of any conflict between the terms of the body of this Agreement and the terms of any Exhibit, the terms of the body of this Agreement shall control unless the Exhibit expressly and specifically states that it supersedes a named provision.
Exhibit A – Wholesale Pricing Schedule & MAP Policy
This Exhibit sets forth the current wholesale pricing schedule for all authorized Capsaicin Products, applicable Minimum Order Quantities (MOQ), annual purchase minimums by Authorization Tier, and the Minimum Advertised Price (MAP) for each product SKU. Pricing is subject to change upon thirty (30) days’ written notice. [Attached Separately]
Exhibit B – Authorized Sales Territory
This Exhibit defines the specific geographic territory within which the Wholesale Partner is authorized to market, distribute, and sell Chaizing Fireflies Capsaicin Products. Any sales activity outside the defined territory requires prior written approval from Chaizing Fireflies. [Attached Separately]
Exhibit C – Approved Sales Channels
This Exhibit enumerates the specific retail locations, online platforms, marketplace accounts, and other sales channels through which the Wholesale Partner is authorized to sell Capsaicin Products. All sales must occur through the channels listed herein. [Attached Separately]
Exhibit D – Product Storage & Handling Guidelines
This Exhibit provides detailed product-specific storage requirements, temperature and humidity specifications, cold chain protocols, handling procedures, personal protective equipment (PPE) requirements, and Safety Data Sheet (SDS) reference information for all Capsaicin Products offered by Chaizing Fireflies. [Attached Separately]
— CONFIDENTIAL — FOR AUTHORIZED PARTIES ONLY —
This document contains proprietary and confidential business information belonging to Chaizing Fireflies. Unauthorized disclosure, reproduction, or distribution is strictly prohibited.
© Chaizing Fireflies. All Rights Reserved. | Capsaicin Restricted Wholesale Agreement | Agreement No.: