ArtCreativity Wholesale Vendor Agreement:

This Wholesale Vendor Agreement ("Agreement") is entered into between ArtCreativity ("Company"), a toy company with its principal place of business at 52 Sunrise Park Rd New Hampton, NY 10958, and its wholesale customers ("Vendor").

The purpose of this Agreement is to establish a wholesale vendor relationship between Company and Vendor for the sale and distribution of Company's products ("Goods") under the terms and conditions set forth herein.

Exclusive Resale Rights:

a. Vendor agrees not to resell or distribute the Goods to any e-commerce outlets without prior written consent from Company. Failure to comply with this will result in suspension of wholesale access and a penalty of $10,000 per occurrence.

b. Vendor shall provide a valid resale certification to Company before any Goods are shipped or sold.

c. All resales of Goods by Vendor must take place exclusively in a brick-and-mortar store.

Terms and Conditions:

Ordering and Payment:

a. Vendor shall place orders for Goods exclusively through Company's designated wholesale website.

b. All orders must be prepaid through the wholesale website before Goods are shipped.

c. The payment terms and pricing details are outlined in the pricing schedule provided by Company and are subject to change with written notice.

Shipment and Delivery:

a. Company will ship Goods to Vendor at Vendor's expense, and the shipping costs will be added to Vendor's invoice.

b. Company will use its best efforts to ensure that Goods are shipped promptly, but Company shall not be liable for any delays in shipment or delivery.

Minimum Order Requirement:

Vendor agrees to meet the minimum order requirement as specified by Company, which may be subject to change with written notice.

Quality and Returns:

a. Vendor shall inspect all Goods upon receipt and notify Company of any damages, defects, or discrepancies within 14 business days of receipt.

b. Returns or exchanges of damaged or defective Goods shall be handled in accordance with Company's Return Policy, as provided by Company.

Branding and Marketing:

a. Vendor shall not alter, remove, or cover any trademarks, logos, or branding on the Goods.

b. Vendor may use Company's branding and marketing materials for the promotion and sale of the Goods, subject to Company's prior approval.

Termination:

a. Either party may terminate this Agreement with written notice if the other party breaches any material term or condition of this Agreement.

b. Upon termination, Vendor shall immediately cease all sales and distribution of the Goods and return any remaining inventory to Company, if required.

Confidentiality:

Both parties agree to keep all confidential information shared during the course of this Agreement confidential and not disclose it to third parties without written consent.

Entire Agreement:

This Agreement contains the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

Amendments:

This Agreement may be amended by Company at any point in time without prior notice.