Wholesale Terms & Conditions of Sale

Rocky & Maggie's Pet Products, Inc.
A Florida Corporation | Pop-Up Pee Pad®

Effective Date: November 4, 2026

These Wholesale Terms & Conditions of Sale ("Terms") govern purchases of products from Rocky & Maggie's Pet Products, Inc., a Florida corporation ("Company," "Seller," "we," or "us"), by approved retailers, distributors, and other commercial purchasers ("Buyer" or "Reseller").

These Terms apply exclusively to business-to-business transactions and are not intended to govern purchases by individual retail consumers.

By submitting a wholesale order after being presented with these Terms and affirmatively accepting them, Buyer agrees to be bound by these Terms.

1. Wholesale Account Eligibility

Wholesale purchasing privileges are available exclusively to legitimate businesses purchasing products for resale or other approved commercial purposes.

To qualify, Buyers must:

• Operate a legally established business.

• Provide accurate business identification and contact information.

• Supply valid resale certificates, sales tax exemption documentation, or other required business documentation, as applicable.

• Maintain current and accurate wholesale account information.

• Comply with applicable federal, state, and local laws.

The Company reserves the right to approve, reject, suspend, or terminate wholesale purchasing privileges at its discretion, subject to applicable law and any binding contractual obligations.

Approval of a wholesale account does not establish exclusivity, territorial rights, or an obligation by the Company to accept future orders.

2. Orders and Acceptance

All wholesale orders constitute offers to purchase products under these Terms.

The Company reserves the right to accept, decline, limit, or cancel orders, including orders involving unavailable inventory, inaccurate pricing, suspected fraud, or violations of wholesale account requirements.

An automated order confirmation or payment acknowledgment does not constitute final acceptance.

An order is accepted when the Company confirms acceptance in writing or ships the applicable products. Acceptance by shipment applies only to the quantities shipped.

If an order is declined or canceled after payment has been collected, the Company will refund the applicable amount paid for products not supplied.

3. Wholesale Pricing and Payment

Wholesale prices are those displayed to approved wholesale Buyers or otherwise quoted by the Company at the time an order is submitted, subject to correction of errors before acceptance.

Unless the Company expressly approves other payment terms in writing:

• Payment in full is required before order fulfillment.

• All prices are stated in U.S. dollars.

• Shipping, applicable taxes, and other authorized charges are additional unless expressly included.

• Orders may be subject to published minimum quantities, case-pack requirements, or minimum purchase amounts.

The Company may revise wholesale prices, discounts, and purchasing requirements prospectively at any time.

Any separately approved credit terms must be documented in writing.

4. Shipping, Delivery, and Risk of Loss

Orders may be fulfilled through Company facilities or designated third-party fulfillment providers.

Shipping charges and available delivery methods will be communicated at checkout or through an approved quotation.

Estimated shipping and delivery dates are not guaranteed.

Unless otherwise agreed in writing, risk of loss transfers to Buyer when the products are delivered to the carrier at the designated shipping facility, to the extent permitted by applicable law.

Title to the products transfers to Buyer upon full payment and delivery to the carrier.

Buyer is responsible for providing accurate shipping information and arranging for receipt of deliveries.

The Company is not responsible for delays caused by carriers, incorrect delivery information, customs processing, or circumstances beyond its reasonable control, except to the extent otherwise required by applicable law.

Nothing in this section limits claims arising from the Company's failure to fulfill an accepted order in accordance with these Terms.

5. Inspection, Damage, and Shortage Claims

Buyer must inspect shipments promptly upon delivery.

Claims involving visible shipping damage, missing items, incorrect quantities, or apparent product defects must be reported in writing within 15 calendar days after delivery.

Claims should include the order number, description of the issue, and supporting photographs when reasonably available.

The Company may request additional information reasonably necessary to investigate a claim.

For verified shortages, shipping errors, or defective products, the Company may provide replacement products, account credit, or a refund, as appropriate and subject to applicable law.

Failure to report an apparent issue within the specified period may result in denial of the claim to the extent permitted by law.

This provision does not eliminate rights concerning latent defects or other rights that cannot lawfully be waived.

6. Returns and Cancellations

Wholesale purchases are generally final unless otherwise approved by the Company or required by applicable law.

Returns for buyer's remorse, excess inventory, slow-moving merchandise, or unsold products are not automatically accepted.

Unauthorized returns may be refused.

Approved returns must comply with written return authorization instructions provided by the Company.

Orders may be canceled before shipment only with Company approval.

Accepted orders that have already shipped generally cannot be canceled.

Nothing in this section limits available remedies for verified shipping errors, defective products, or other legally protected claims.

7. Product Specifications and Availability

The Company reserves the right to modify product packaging, labeling, design, specifications, case configurations, or other nonessential product characteristics without prior notice.

Product availability is subject to inventory and fulfillment capacity.

If a material product change affects an accepted but unshipped order, Buyer may be offered the opportunity to accept the modified product or cancel the affected portion of the order for a refund.

The Company may discontinue products or limit available quantities without establishing any obligation for future supply.

8. Authorized Distribution and Resale

Wholesale purchases are intended for resale through legitimate retail businesses and approved distribution channels.

Unless separately authorized in writing, wholesale Buyers may not:

• Represent themselves as the manufacturer or owner of the Pop-Up Pee Pad® brand.

• Remove, obscure, or materially alter original product labels, trademarks, safety information, or identifying information.

• Repackage, modify, or relabel products in a manner that misrepresents their origin or condition.

• Resell products to unauthorized wholesalers, liquidators, or secondary distributors.

• Make misleading product, performance, medical, or safety claims.

• Use the Company's intellectual property in a way that falsely suggests an endorsement, partnership, or affiliation beyond the actual wholesale relationship.

The Company may establish separate written requirements for marketplace distribution, international resale, and other specialized channels.

Buyer remains independently responsible for its resale operations and compliance with applicable laws.

9. Minimum Advertised Price Policy

The Company maintains a separate unilateral Minimum Advertised Price ("MAP") Policy for designated products, including Pop-Up Pee Pad®.

The current MAP Policy is published at:

https://popuppeepad.com/pages/map-policy

The MAP Policy concerns advertised prices only and does not restrict the actual resale prices independently established by Buyer.

The MAP Policy is not incorporated into these Terms as a contractual pricing obligation, and Buyer is not required to agree to or acknowledge compliance with it.

The Company independently determines its wholesale supply relationships and administers its unilateral MAP Policy separately from these Terms.

10. Intellectual Property and Brand Representation

All trademarks, trade names, logos, product designs, patents, copyrights, photographs, product descriptions, and other intellectual property associated with Pop-Up Pee Pad® remain the property of the Company or their respective owners.

Approved Resellers are granted a limited, nonexclusive, nontransferable, revocable permission to use Company-provided product images, descriptions, and brand assets solely for the legitimate advertising and resale of authentic products purchased through authorized channels.

Such use must accurately represent the products and must not imply ownership of the brand or an unauthorized relationship with the Company.

Buyer may not register domain names, social media accounts, marketplace brand identities, or advertising identifiers that impersonate or misleadingly resemble the Company or its trademarks.

Upon termination of the wholesale relationship, permission to use Company-provided marketing assets ends, except as otherwise authorized in writing or permitted by law.

11. Taxes and Regulatory Compliance

Buyer is responsible for all applicable sales, use, excise, import, and other taxes associated with its purchases or resale activities, except taxes imposed on the Company's income.

Buyer must provide accurate and legally sufficient exemption documentation when claiming tax-exempt purchasing privileges.

The Company may collect applicable taxes when valid exemption documentation has not been provided or where collection is otherwise required by law.

Buyer is responsible for complying with applicable consumer protection, advertising, labeling, tax, import/export, and other laws governing its resale activities.

12. Product Warranties

The Company warrants that, at the time of shipment, products will materially conform to their published specifications and will be free from material defects in manufacturing, subject to applicable written warranty terms.

To the extent permitted by applicable law, the Company's obligation for a verified nonconforming product is limited to repair where feasible, replacement, account credit, or refund of the affected product's purchase price, at the Company's reasonable election.

Except for express warranties provided in writing and warranties that cannot lawfully be disclaimed, the Company disclaims other express or implied warranties, including implied warranties of merchantability and fitness for a particular purpose.

Buyer is responsible for storing, handling, marketing, and selling products in accordance with applicable instructions and legal requirements.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Company will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from wholesale transactions, including lost profits, lost business opportunities, or interruption of operations.

The Company's aggregate liability arising from a particular order will not exceed the amount paid by Buyer for the products giving rise to the claim.

These limitations do not apply where prohibited by law or to liability that cannot legally be limited or excluded.

14. Suspension and Termination of Wholesale Privileges

The Company may independently suspend or discontinue wholesale purchasing privileges for legitimate business reasons, including:

• Fraudulent or inaccurate account information.

• Nonpayment or payment disputes.

• Misrepresentation of products or brand identity.

• Unauthorized distribution or misuse of intellectual property.

• Material violations of these Terms.

• Other lawful business or distribution considerations.

Termination of wholesale purchasing privileges does not relieve Buyer of payment obligations or other liabilities arising before termination.

Any cancellation of accepted orders will remain subject to applicable law and binding contractual obligations.

15. Force Majeure

The Company will not be responsible for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, severe weather, labor disruptions, transportation interruptions, government actions, public emergencies, supply-chain disruptions, or failures of third-party service providers.

The Company will use commercially reasonable efforts to address affected orders.

If fulfillment becomes commercially impracticable for an extended period, the Company may cancel affected unfulfilled quantities and refund payments received for those quantities.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles, except where superseded by applicable federal law.

Before initiating litigation, the parties agree to make a good-faith effort to resolve disputes through written communication.

Unless otherwise required by applicable law, any legal action arising from these Terms shall be brought exclusively in the state courts located in Pinellas County, Florida, or, where federal jurisdiction exists, the United States District Court for the Middle District of Florida.

Each party consents to personal jurisdiction in these courts to the extent permitted by applicable law.

Nothing in these Terms requires binding arbitration.

17. Notices

All formal legal notices, claims, and communications concerning disputes or alleged breaches of these Terms must be delivered in writing to:

Rocky & Maggie's Pet Products, Inc.
204 37th Ave N, #207
St. Petersburg, FL 33704

Formal notices must be delivered by certified U.S. Mail, nationally recognized courier service with delivery confirmation, or another method permitted by applicable law.

The Company may provide routine operational communications, order confirmations, policy updates, and account notifications electronically.

Buyers are responsible for maintaining accurate and current business contact information.

Formal notices to Buyer may be delivered to the business address or designated legal notice contact supplied with Buyer's wholesale account, using a method permitted by applicable law.

18. Modifications to These Terms

The Company reserves the right to amend these Terms prospectively.

Updated Terms will be published on the wholesale website with a revised effective date.

Material changes will apply to future orders after the effective date and will not retroactively alter accepted orders unless the parties otherwise agree or applicable law requires.

Submitting a new wholesale order after affirmatively accepting the applicable updated Terms constitutes acceptance of those Terms for that order.

19. Entire Agreement and Severability

These Terms, together with the applicable accepted order details and any separately executed written agreements, constitute the agreement between Buyer and the Company regarding the wholesale transaction.

The Company's unilateral MAP Policy remains separate and does not constitute a contractual resale-pricing agreement.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain effective to the extent permitted by law.

Failure to enforce a provision on one occasion does not waive the right to enforce it subsequently.

Any exception to these Terms must be documented in writing by an authorized Company representative.

Rocky & Maggie's Pet Products, Inc.
A Florida Corporation
204 37th Ave N, #207
St. Petersburg, FL 33704

Pop-Up Pee Pad® | Wholesale Distribution

https://popuppeepad.com