Last Updated: February 7, 2026

These Wholesale Program Terms of Service ("Agreement") constitute a legally binding contract between you ("Applicant," "Wholesaler," "you," or "your") and The Perfect Part, LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Arizona, operating the website theperfectpart.net and the wholesale portal at wholesale.theperfectpart.net.

By submitting a wholesale application, accessing the wholesale portal, or using any wholesale discount code provided to you, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement. If you do not agree to these terms, do not apply for or participate in the wholesale program.

1. ELIGIBILITY AND APPLICATION

1.1 Business Requirement. The wholesale program is available exclusively to legitimate businesses engaged in the resale of products. You represent and warrant that you are a bona fide business entity with a valid business license, tax identification number, and/or resale certificate as required by your jurisdiction.

1.2 Application Review. All applications are subject to review and approval at our sole and absolute discretion. We reserve the right to deny, suspend, or revoke any wholesale account at any time, for any reason or no reason, without prior notice or liability.

1.3 Accuracy of Information. You agree that all information provided in your application is true, accurate, current, and complete. You agree to promptly update any changes to your business information. Providing false, misleading, or fraudulent information is grounds for immediate termination of your account and may result in legal action.

1.4 Resale Certificate. You may be required to submit a valid resale certificate or equivalent tax-exempt documentation. Failure to provide requested documentation within a reasonable timeframe may result in suspension or termination of your wholesale privileges.

2. WHOLESALE PRICING, DISCOUNTS, AND COUPON CODES

2.1 Tiered Discount Structure. Wholesale discounts are provided through a tiered system based on your qualifying order volume within a rolling evaluation window. Tier thresholds, discount percentages, and eligibility criteria are determined solely by the Company and may be changed at any time without prior notice.

2.2 Welcome Discount. Newly approved applicants may receive a temporary welcome discount for a limited duration. The welcome discount percentage and duration are set at the Company's sole discretion and may be modified, reduced, or eliminated at any time without notice.

2.3 Coupon Code Exclusivity. Each wholesaler receives a unique, personal coupon code. This code is for your exclusive use only. Coupon codes are tracked via IP geolocation, device fingerprinting, and usage analytics. Sharing, publishing, distributing, or transferring your coupon code to any third party is strictly prohibited and will result in immediate and permanent termination of your wholesale account, forfeiture of all discounts, and potential legal action for damages.

2.4 Non-Combinable. Wholesale coupon codes cannot be combined with any other promotions, discount codes, sales events, loyalty rewards, or special offers unless explicitly authorized by the Company in writing.

2.5 Tier Recalculation. Your discount tier is recalculated automatically based on qualifying order volume. The Company reserves the right to manually adjust, lock, or override your tier at any time. If your order volume decreases, your tier and corresponding discount will be reduced accordingly. You have no vested right to maintain any particular discount level.

2.6 Pricing Errors. We make every effort to ensure pricing accuracy. However, in the event of a pricing error, we reserve the right to cancel any orders placed at an incorrect price, refund the purchase amount, and correct the error without liability.

3. ORDERS, SHIPPING, AND FULFILLMENT

3.1 Order Acceptance. All orders are subject to acceptance by the Company. We reserve the right to refuse, cancel, or limit any order for any reason, including but not limited to product availability, suspected fraud, pricing errors, or violations of this Agreement.

3.2 Shipping. Shipping methods, carriers, delivery times, and costs are determined by the Company and are subject to change. We are not responsible for delays caused by carriers, weather, customs, or other circumstances beyond our control. Risk of loss transfers to you upon delivery to the carrier.

3.3 Product Availability. All products are subject to availability. We do not guarantee that any product listed will be in stock at the time of your order. Back-ordered items may be canceled at our discretion.

3.4 Title and Risk of Loss. Title to and risk of loss for all products passes to you upon delivery to the shipping carrier at our facility. You are solely responsible for filing any claims with the shipping carrier for lost, stolen, or damaged shipments.

4. RETURN AND REFUND POLICY

4.1 Defective Items Only. Returns are accepted ONLY if the product received is defective, damaged, or materially different from the product description. We do not accept returns for buyer's remorse, change of mind, incorrect ordering, or any other reason.

4.2 Photo Documentation Required. To initiate a return for a defective product, you must provide clear photographic evidence of the defect or damage. Return requests without photographic documentation will be denied.

4.3 Return Process. All return requests must be submitted through the Support section of the wholesale portal. Do not ship any product back without first receiving written authorization and a return shipping label (if applicable) from the Company. Unauthorized returns will be refused and returned to sender at your expense.

4.4 Return Window. Return requests must be submitted within fourteen (14) calendar days of delivery. Requests submitted after this window will not be accepted under any circumstances.

4.5 Refund Method. Approved returns will be refunded to the original payment method. Refunds are processed within 7-14 business days after the returned item is received and inspected. Shipping costs are non-refundable. The Company reserves the right to issue store credit in lieu of a monetary refund at its sole discretion.

4.6 Restocking. The Company reserves the right to charge a restocking fee of up to 20% on approved returns at its sole discretion.

5. INTELLECTUAL PROPERTY AND BRAND USAGE

5.1 Limited License. We grant you a limited, non-exclusive, non-transferable, revocable license to use product images and descriptions provided through our platform solely for the purpose of reselling our products. This license is automatically revoked upon termination of your wholesale account.

5.2 Brand Guidelines. You may not alter, modify, or misrepresent our products, brand name, logos, trademarks, or product descriptions in any way that is misleading, defamatory, or harmful to the Company's reputation. You may not represent yourself as an authorized dealer, partner, or affiliate of the Company unless expressly authorized in writing.

5.3 MAP Policy. If a Minimum Advertised Price (MAP) policy is in effect for any product, you agree to comply with all MAP requirements. Violation of MAP policies is grounds for immediate account termination.

6. PROHIBITED CONDUCT

You agree not to:

• Share, publish, or distribute your wholesale coupon code to any third party;
• Use automated systems, bots, or scripts to place orders or manipulate order volume;
• Engage in order farming, tier manipulation, or any scheme to artificially inflate qualifying order counts;
• Purchase products for personal use rather than legitimate resale;
• File fraudulent chargebacks, disputes, or claims;
• Sell products on prohibited marketplaces or channels if restricted by the Company;
• Misrepresent the origin, condition, or warranty of products;
• Violate any applicable federal, state, or local law or regulation;
• Attempt to access, modify, or interfere with the wholesale portal, its systems, or other users' accounts;
• Use the wholesale program for any purpose other than legitimate business resale.

7. ACCOUNT TERMINATION

7.1 Termination by Company. We reserve the right to suspend, restrict, or permanently terminate your wholesale account at any time, for any reason or no reason, with or without prior notice, at our sole and absolute discretion. Reasons for termination may include, but are not limited to: violation of this Agreement, suspected fraud, coupon code sharing, excessive returns, chargebacks, or conduct detrimental to the Company.

7.2 Effect of Termination. Upon termination, all wholesale discounts, coupon codes, and privileges are immediately revoked. Any pending orders may be canceled. You will have no further access to the wholesale portal. Termination does not relieve you of any obligations accrued prior to termination, including payment for products received.

7.3 Termination by Wholesaler. You may terminate your wholesale account at any time by contacting us through the Support section of the portal. Termination does not entitle you to any refund of prior purchases.

8. LIMITATION OF LIABILITY

8.1 No Warranties. ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF DEALING. THE COMPANY MAKES NO WARRANTY THAT PRODUCTS WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, OR BE UNINTERRUPTED.

8.2 Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE WHOLESALE PROGRAM, OR ANY PRODUCTS PURCHASED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Maximum Liability. THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WHOLESALE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.4 No Liability for Third Parties. The Company is not responsible or liable for any acts, omissions, errors, delays, or failures of third-party carriers, payment processors, technology providers, or any other third party.

8.5 Product Liability. You acknowledge that the Company acts solely as a distributor and not as the manufacturer of products. To the fullest extent permitted by law, the Company disclaims all liability for product defects, injuries, or damages arising from the use or misuse of products. Any product liability claims should be directed to the original manufacturer.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless The Perfect Part, LLC, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your use or misuse of the wholesale program; (c) your resale of products; (d) any claim by a third party arising from your business activities; (e) your violation of any law, regulation, or third-party right; or (f) any content, data, or information you submit through the portal.

10. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

10.1 Agreement to Arbitrate. You and the Company mutually agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, the wholesale program, any products purchased, or any aspect of the relationship between us (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring qualifying claims in small claims court if the claims fall within that court's jurisdiction.

10.2 Arbitration Rules. Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, or, if the AAA is unavailable, by a mutually agreed-upon arbitration provider. If the parties cannot agree on an arbitration provider, one shall be appointed by a court of competent jurisdiction.

10.3 Location. Arbitration shall take place in Maricopa County, Arizona, unless the parties mutually agree to a different location or to virtual proceedings.

10.4 Governing Law for Arbitration. The arbitrator shall apply Arizona substantive law (without regard to conflict of laws principles) and the Federal Arbitration Act.

10.5 Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

10.6 Waiver of Jury Trial. BY AGREEING TO ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL. YOU UNDERSTAND AND ACKNOWLEDGE THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

10.7 Arbitration Fees. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that a claim was frivolous, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.

10.8 Severability of Arbitration Clause. If any portion of this arbitration provision is found to be unenforceable, the remainder shall continue in full force and effect.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws provisions. To the extent that arbitration does not apply, any legal action or proceeding arising out of this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and you hereby consent to the personal jurisdiction of such courts.

12. PRIVACY AND DATA

12.1 Data Collection. By participating in the wholesale program, you consent to the collection, use, storage, and processing of your personal and business information as necessary to operate the program, including but not limited to: email address, business name, address, phone number, order history, IP address, device information, and usage analytics.

12.2 Monitoring. The Company reserves the right to monitor coupon code usage, order patterns, IP addresses, and other data to detect fraud, abuse, or violations of this Agreement.

12.3 No Sale of Data. We do not sell your personal information to third parties. We may share information with service providers as necessary to operate the wholesale program.

13. FORCE MAJEURE

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, supply chain disruptions, power outages, internet or telecommunications failures, cyberattacks, or any other event beyond the Company's reasonable control.

14. MODIFICATIONS TO TERMS

The Company reserves the right to modify, amend, or update this Agreement at any time, at its sole discretion, with or without prior notice. The most current version will be posted on the wholesale portal. Your continued participation in the wholesale program after any modification constitutes acceptance of the updated terms. It is your responsibility to review this Agreement periodically.

15. MISCELLANEOUS

15.1 Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding the wholesale program and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.3 Waiver. The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the Company.

15.4 Assignment. You may not assign or transfer this Agreement or your wholesale account without the prior written consent of the Company. The Company may freely assign this Agreement.

15.5 Independent Contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between you and the Company. You are an independent contractor.

15.6 Notices. All notices to the Company shall be sent through the Support section of the wholesale portal. Notices to you will be sent to the email address on file.

15.7 Survival. Sections 4 (Returns), 8 (Limitation of Liability), 9 (Indemnification), 10 (Arbitration), 11 (Governing Law), and any other provisions that by their nature should survive termination, shall survive any expiration or termination of this Agreement.

By clicking "I agree" or submitting a wholesale application, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Wholesale Program Terms of Service.

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