Trius Wholesale Collective LLC
Effective Date: 01/01/2026

This Wholesale & Authorized Reseller Policy (“Policy”) governs the purchase and resale of products manufactured and sold by Trius Wholesale Collective LLC (“Trius,” “Company,” “we,” “us,” or “our”).

By applying for, purchasing under, or participating in our wholesale program, you (“Reseller”) agree to this Policy.

WHOLESALE ELIGIBILITY

To qualify for wholesale status, the Reseller must:

• Be a legally registered business entity
• Provide a valid resale certificate (if applicable)
• Maintain current business licensing
• Provide accurate business and contact information

Trius reserves the right to approve or deny applications at its sole discretion.

NON-EXCLUSIVE APPOINTMENT

Approved Resellers are granted a non-exclusive, revocable authorization to purchase and resell Trius products.

No territorial exclusivity is granted unless provided in a separate signed agreement.

Trius reserves the right to sell directly to consumers, retailers, and online marketplaces.

ORDERING & PAYMENT TERMS

All wholesale orders:

• Are subject to acceptance
• Must meet minimum order requirements (if applicable)
• Must be prepaid unless credit terms are approved in writing

Late payments may result in:

• Interest charges up to the maximum permitted by Utah law
• Suspension of future shipments
• Revocation of wholesale status

Reseller agrees to pay all collection costs and attorney fees if collection action is required.

PRICING & CONFIDENTIALITY

Wholesale pricing is confidential.

Reseller agrees not to:

• Publicly disclose wholesale pricing
• Share pricing tiers
• Distribute pricing sheets to unauthorized parties

Pricing may change without notice.

MARKETPLACE & ONLINE SALES RESTRICTIONS

Unless expressly authorized in writing, Resellers may NOT sell Trius products on:

• Amazon
• Walmart Marketplace
• eBay
• Etsy
• Shopify or independent e-commerce stores
• Any third-party marketplace platform

Unauthorized online sales constitutea  material breach and may result in:

• Immediate termination
• Account suspension
• Legal action
• Liquidated damages

Trius actively monitors marketplace activity.

MINIMUM ADVERTISED PRICE (MAP) POLICY

If a MAP policy is issued, Reseller agrees to comply.

Failure to comply may result in:

• First violation – Written warning
• Second violation – Temporary suspension
• Third violation – Termination of wholesale privileges

MAP applies to advertised pricing unless otherwise specified.

Trius reserves the unilateral right to modify MAP policies.

BRANDING & INTELLECTUAL PROPERTY

All Trius intellectual property remains exclusively owned by the Company, including:

• Product designs
• CAD files
• 3D models
• Manufacturing methods
• Logos
• Photography
• Trade dress

Reseller may not:

• Modify products
• Reverse engineer designs
• Reproduce products
• Remove labeling
• White-label products
• Create derivative works

Unauthorized duplication constitutes infringement and may result in immediate legal action.

PRODUCT MODIFICATION & INSTALLATION LIABILITY

Reseller agrees not to alter or modify products.

Reseller assumes responsibility for:

• Proper storage
• Safe resale practices
• Accurate product representation
• Providing installation guidance consistent with manufacturer recommendations

Trius disclaims liability for damages arising from:

• Improper installation
• Weight overload
• Structural failure
• Environmental exposure
• Product misuse

Risk of loss transfers upon shipment.

WARRANTY DISCLAIMER

Products are sold “AS IS” unless otherwise stated in writing.

Trius disclaims:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Durability warranties beyond stated specifications

Trius shall not be liable for indirect, incidental, or consequential damages.

Maximum liability is limited to the purchase price of the product giving rise to the claim.

RETURNS (WHOLESALE)

Wholesale returns require prior written authorization.

The following are non-returnable:

• Custom products
• Private label items
• Clearance inventory
• Special production runs

Approved returns may be subject to a restocking fee of up to 25%.

Shipping charges are non-refundable.

INDEMNIFICATION

Reseller agrees to indemnify, defend, and hold harmless Trius and its members, managers, employees, and affiliates from claims arising from:

• Reseller negligence
• Unauthorized online sales
• Product modification
• Improper marketing claims
• Customer injury resulting from misuse

This obligation survives termination.

TERMINATION

Trius may terminate wholesale authorization at any time:

• For breach of this Policy
• For unauthorized marketplace sales
• For intellectual property violations
• For non-payment
• For reputational harm to the brand

Upon termination, Reseller must:

• Cease marketing
• Remove listings
• Discontinue use of branding
• Stop representing itself as an authorized reseller

LIQUIDATED DAMAGES

Unauthorized:

• Marketplace sales
• Intellectual property duplication
• Reverse engineering
• Brand misuse

May result in liquidated damages of $5,000 per SKU per violation or actual damages, whichever is greater.

Reseller acknowledges this amount is reasonable and not punitive.

DISPUTE RESOLUTION

All disputes shall be resolved by binding arbitration in Salt Lake County, Utah.

Reseller waives:

• Jury trial
• Class actions
• Collective proceedings

GOVERNING LAW

The laws of the State of Utah govern this Policy.

MODIFICATIONS

Trius reserves the right to modify this Policy at any time.

Continued participation in the wholesale program constitutes acceptance of updates.