Wholesale Terms & Conditions

1. Wholesale Program Eligibility

The OTK wholesale program is intended for qualified retailers, hobby and collectible businesses, online retailers with independently controlled sales channels, and other approved commercial customers purchasing OTK products for resale.

OTK may review each wholesale application and may approve, decline, request additional information regarding, or impose reasonable conditions on an application.

Submitting a wholesale application does not constitute approval of a wholesale account.

Applicants must provide accurate, current, and complete business information during the application and review process.

Third-Party Marketplace-Only Businesses

OTK does not approve wholesale applications from businesses that sell exclusively through third-party marketplaces, including, without limitation:

• Amazon
• Walmart Marketplace
• TikTok Shop
• eBay
• Whatnot
• similar third-party marketplace platforms

Applicants must operate at least one verifiable independently controlled retail channel, such as a physical retail location, a company-owned website, or another independently controlled retail channel acceptable to OTK.

Third-party marketplaces may be used as additional sales channels where permitted by OTK, but they may not be the applicant's sole retail presence.

2. Wholesale Application and Account Approval

All wholesale applications are subject to review by OTK.

Wholesale privileges are available only after OTK approves the applicable application.

Approval may depend on factors including:

• business identity and registration
• retail presence
• sales channels
• website or store verification
• resale activity
• product category
• business documentation
• other information reasonably requested by OTK

OTK may request additional information or documentation before or after account approval.

Approval of a wholesale account does not guarantee permanent or unrestricted access to the OTK wholesale program.

3. Wholesale Account Access

An approved wholesale account is issued solely for use by the approved business and its authorized personnel.

Wholesale accounts may not be:

• transferred to another business
• shared with unrelated third parties
• used to purchase products on behalf of another business without OTK approval
• used to circumvent OTK application, pricing, authorization, or channel requirements

Customers are responsible for maintaining the confidentiality and security of their account credentials.

4. Wholesale Approval and Brand Authorization

Approval as an OTK wholesale Customer does not automatically grant OTK Brand Authorization.

Wholesale account approval determines whether a Customer may participate in the OTK wholesale program.

Brand Authorization determines whether and how a Customer may publicly market, display, advertise, or sell OTK-branded products through designated sales channels.

Brand Authorization may be subject to separate application, review, approval, conditions, limitations, suspension, or revocation.

5. Company-Owned Websites and Brand Authorization

A company-owned website may qualify as an independently controlled retail channel for purposes of a wholesale application.

However, wholesale account approval alone does not automatically authorize the Customer to market, display, advertise, or sell OTK-branded products through that website.

Customers wishing to sell OTK products through a company-owned website must separately apply for and receive OTK Brand Authorization before selling OTK products through that website.

OTK may consider factors including:

• ownership and control of the website
• business identity
• product presentation
• customer experience
• pricing practices
• accuracy of product information
• brand presentation
• compliance with OTK policies

Brand Authorization may be limited, suspended, or revoked if the website no longer satisfies applicable OTK brand or channel requirements.

6. Authorized Sales Channels

Wholesale account approval does not constitute unrestricted authorization to sell OTK products through every retail platform or sales channel.

Physical retail locations, company-owned websites, third-party marketplaces, and other channels may each be subject to separate approval or applicable OTK channel policies.

Approved Customers may be permitted to sell through third-party marketplaces such as Amazon, eBay, Walmart Marketplace, TikTok Shop, Whatnot, or similar platforms only to the extent permitted by OTK and subject to applicable OTK channel requirements.

OTK may approve, restrict, suspend, or revoke authorization for a particular sales channel without necessarily terminating the Customer's entire wholesale account.

7. Wholesale Pricing

Wholesale pricing is available only to approved wholesale Customers and may be provided through the OTK wholesale portal, account-specific pricing, quotations, invoices, catalogs, or other authorized means.

Wholesale prices may vary based on:

• SKU
• case quantity
• purchase volume
• account
• promotional programs
• market conditions
• other commercial factors

OTK may modify wholesale pricing for future orders.

Unless expressly agreed otherwise in writing, a change in wholesale pricing will not retroactively change the confirmed price of an order already accepted by OTK.

8. Confidentiality of Wholesale Information

Wholesale pricing, non-public discounts, quotations, volume pricing, account-specific terms, wholesale portal information, and other non-public commercial information provided by OTK are confidential.

Such information is intended solely for the approved Customer and personnel who reasonably require access for legitimate internal business purposes.

Customers may not publicly publish, distribute, disclose, or share non-public wholesale information with unauthorized third parties, except where required by applicable law or reasonably necessary for legitimate internal business operations.

9. Case-Based Ordering

OTK wholesale products are generally ordered by Case.

Case configurations may vary by SKU and will be displayed in the applicable wholesale catalog, ordering interface, quotation, invoice, or other ordering materials.

Customers are responsible for reviewing the applicable case quantity before submitting an order.

OTK may update case configurations for future orders.

The case configuration shown through the applicable OTK ordering system at the time an order is submitted will apply unless otherwise agreed by OTK in writing.

10. Minimum Order Requirements

Certain wholesale products, accounts, or programs may be subject to:

• minimum case quantities
• minimum opening-order requirements
• minimum reorder requirements
• minimum order values

Applicable minimum requirements, if any, will be communicated through the wholesale portal, quotation, order page, invoice, or other applicable ordering materials.

OTK may modify minimum order requirements for future orders.

11. Opening Order Planner

Any quantities, case counts, retail-pack counts, product counts, or other information entered into an OTK opening-order planner, calculator, estimator, or similar tool are provided for planning purposes only.

Use of an opening-order planner does not constitute:

• a purchase order
• an accepted wholesale order
• a reservation of inventory
• a guaranteed price
• a binding commitment by either party

A wholesale order becomes subject to acceptance only when submitted through an authorized ordering process and accepted by OTK.

12. Orders and Order Acceptance

Submission of an order by a Customer constitutes an offer to purchase and does not obligate OTK to accept that order.

OTK may accept, decline, limit, hold, or cancel an order based on factors including:

• inventory availability
• pricing errors
• payment status
• account status
• quantity limitations
• channel restrictions
• suspected fraud
• shipping limitations
• other reasonable business considerations

An order is considered accepted when OTK confirms acceptance, begins fulfillment, or otherwise communicates acceptance to the Customer.

13. Payment Terms

Unless alternative payment terms have been approved by OTK in writing, payment is due at checkout or otherwise before the applicable wholesale order is released for fulfillment.

Alternative payment arrangements, including purchase-order terms, credit terms, Net terms, or similar arrangements, apply only when specifically approved by OTK.

Approval of alternative payment terms for one order does not automatically apply to future orders.

Customers remain responsible for all amounts due on accepted wholesale orders.

14. Business Verification Documents and Taxes

OTK may request and review business documentation, including seller's permits, resale certificates, tax identification information, or similar records, to verify wholesale business eligibility and maintain account records.

Business-document verification is separate from tax treatment at checkout. Verification of a seller's permit or resale certificate does not guarantee that future orders will remain tax-free.

Tax treatment at checkout is determined by OTK's then-current store configuration and applicable requirements. OTK may change its tax collection practices in the future.

Customers remain responsible for taxes, reporting, licensing, resale, and other obligations that apply to their own business operations.

15. Shipping Charges and Methods

Shipping charges, shipping methods, and estimated delivery times will be displayed at checkout, stated on the applicable invoice or quotation, or otherwise communicated by OTK.

Unless otherwise agreed in writing, shipping charges are the responsibility of the Customer.

OTK may select an appropriate carrier or shipping method based on order size, destination, product availability, and carrier availability.

16. Delivery Estimates

Any shipping, processing, or delivery date provided by OTK is an estimate only unless expressly guaranteed in writing.

OTK does not guarantee delivery by a particular date where delays result from carriers, weather, customs, supply conditions, force majeure events, or other circumstances outside OTK's reasonable control.

Customers are responsible for providing complete and accurate:

• shipping addresses
• receiving instructions
• contact names
• contact information

Additional costs resulting from incorrect or incomplete information provided by the Customer may be charged to the Customer.

17. Partial Shipments and Backorders

OTK may fulfill an order in multiple shipments when necessary.

If a product becomes unavailable, OTK may:

• delay shipment
• place the product on backorder
• cancel the unavailable portion of the order
• offer another reasonable resolution

OTK will not substitute a different product or SKU without Customer approval.

18. International Orders

For international wholesale orders, unless otherwise agreed in writing, the Customer is responsible for applicable:

• import duties
• customs charges
• brokerage fees
• import taxes
• local taxes
• regulatory and import-compliance requirements

Customers are responsible for confirming that products may lawfully be imported, marketed, and resold in the applicable destination jurisdiction.

19. Wholesale Returns

Wholesale orders are considered final sale unless otherwise approved by OTK in writing or covered by an accepted claim under these Wholesale Terms.

Returns are generally not accepted for reasons including:

• overstock
• slow-moving inventory
• changes in market demand
• change of mind
• Customer ordering errors
• inability to resell inventory

The OTK consumer or retail return policy, including any consumer 30-day return policy, does not apply to wholesale orders.

Products may not be returned without prior authorization from OTK.

Unauthorized returns may be refused.

20. Order Cancellations

Cancellation requests should be submitted before an order enters processing or fulfillment.

OTK cannot guarantee cancellation after an order:

• enters processing
• has been allocated for fulfillment
• has been packed
• has shipped

Any approved cancellation may be subject to costs already incurred by OTK in connection with the order.

21. Shortage, Incorrect Item, and Damage Claims

Claims involving:

• missing products
• quantity shortages
• incorrect products
• shipping damage

must be reported to OTK within five (5) business days after delivery.

Customers may be required to provide:

• order number
• affected SKU
• affected quantity
• photographs of the shipping carton
• photographs of the affected products
• carrier information
• a description of the issue

Failure to provide requested supporting information may delay or prevent processing of a claim.

After reviewing an accepted claim, OTK may, as appropriate:

• replace affected products
• issue account credit
• issue a refund
• provide another reasonable resolution

22. Bulk and Custom Orders

A bulk purchase, custom quotation, one-time volume purchase, or other special order does not automatically:

• create a wholesale account
• grant Brand Authorization
• grant marketplace authorization
• provide continuing wholesale pricing

Any special pricing or commercial terms apply only as stated in the applicable written quotation, invoice, or agreement.

23. Pricing and Resale Conduct

Customers remain responsible for setting their own resale prices, subject to applicable OTK pricing, advertising, marketplace, and channel policies.

These Wholesale Terms do not currently establish a specific Minimum Advertised Price for all OTK products.

OTK reserves the right to establish or update separate pricing or advertising policies, including a Minimum Advertised Price (“MAP”) Policy, for designated products, accounts, or sales channels.

Any such policy will be communicated separately to affected Customers.

Conduct that materially harms OTK's brand positioning, disrupts authorized distribution channels, or violates an applicable OTK pricing or channel policy may result in review, restriction, suspension, or revocation of applicable authorization.

24. Resale Restrictions

Unless OTK provides prior written approval, Customers may not resell OTK products to:

• other wholesalers
• distributors
• brokers
• unauthorized resellers
• parties purchasing primarily for onward wholesale redistribution

Wholesale accounts may not be used to purchase inventory on behalf of another business in order to bypass OTK wholesale application or authorization requirements.

25. Marketplace and Channel Compliance

Customers selling through a third-party platform are responsible for complying with all applicable rules, policies, and requirements of that platform.

OTK is not responsible for:

• marketplace account suspension
• listing removal
• marketplace fees
• platform policy changes
• advertising restrictions
• marketplace reimbursement decisions
• other actions taken by a third-party platform

Customers must also comply with any OTK channel-specific requirements applicable to the sales channel being used.

26. OTK Brand and Intellectual Property

OTK trademarks, logos, trade names, product images, marketing materials, videos, graphics, website materials, and other OTK brand assets remain the property of OTK or their respective rights holders.

Wholesale account approval alone does not grant unrestricted rights to use OTK intellectual property or brand assets.

Customers may use OTK-provided or OTK-approved materials only:

• within the scope of applicable authorization
• for authorized OTK products
• for legitimate marketing and resale purposes

27. Use of OTK Logos and Brand Assets

Unless expressly approved by OTK, Customers may not:

• modify or distort the OTK logo
• recolor the OTK logo
• alter logo proportions
• combine the OTK logo with another mark in a misleading manner
• modify OTK brand materials in a way that misrepresents OTK or its products
• use OTK branding in a manner likely to create confusion regarding the Customer's relationship with OTK

Customers may create their own product photography and marketing content provided that such materials:

• accurately represent the applicable OTK product
• are not misleading
• do not infringe third-party rights
• comply with applicable Brand Authorization and channel policies

28. No Misrepresentation of Authorized Status

Unless expressly authorized by OTK in writing, a Customer may not represent itself as:

• an “Official OTK Store”
• an “OTK Authorized Distributor”
• an exclusive OTK partner
• an official representative of OTK
• any other status exceeding the authorization actually granted

Use of terms such as Authorized Retailer, Authorized Dealer, or similar designations is permitted only where OTK has expressly granted the applicable authorization.

29. Suspension and Termination

OTK may review, restrict, suspend, or terminate:

• a wholesale account
• Brand Authorization
• a specific marketplace authorization
• another sales-channel authorization
• access to particular wholesale privileges

if a Customer violates these Wholesale Terms or another applicable OTK policy.

Grounds for review, suspension, or termination may include:

• inaccurate or misleading application information
• fraud
• unauthorized account sharing
• unauthorized resale
• misuse of OTK intellectual property
• unauthorized claims of official status
• material payment issues
• repeated policy violations
• violations of applicable channel policies
• other conduct that creates material risk to OTK or its distribution network

OTK may limit a suspension to a particular authorization or sales channel when appropriate.

Suspension of Brand Authorization or marketplace authorization does not necessarily terminate the Customer's entire wholesale account.

30. Immediate Suspension for Serious Violations

OTK may suspend or terminate access immediately in cases involving serious issues such as:

• fraud
• intentional false information
• unauthorized account transfer
• material misuse of OTK intellectual property
• significant payment default
• intentional circumvention of channel restrictions
• other material violations

31. Pending Orders Following Suspension or Termination

Following suspension or termination, OTK may determine whether pending orders will be:

• fulfilled
• held
• cancelled
• refunded
• otherwise resolved

based on the status of the applicable order and surrounding circumstances.

Termination of a wholesale account does not eliminate payment obligations or other responsibilities relating to previously accepted orders.

32. Changes to the Wholesale Program

OTK may modify its wholesale program from time to time, including:

• wholesale pricing
• product availability
• case configurations
• minimum order requirements
• volume tiers
• sales-channel requirements
• Brand Authorization requirements
• wholesale portal functionality
• other program policies

Unless otherwise stated, such changes apply to future orders and future participation in the wholesale program.

Changes will not ordinarily retroactively alter the confirmed price or material commercial terms of an order already accepted by OTK.

33. Changes to These Wholesale Terms

OTK may revise these Wholesale Terms from time to time.

The current version and applicable effective date will be made available through the OTK website, wholesale portal, or another reasonable means.

Material updates may also be communicated by email or another appropriate electronic method.

Continued use of an approved wholesale account after updated Wholesale Terms become effective may be subject to the updated terms.

34. Product Availability and Wholesale Services

OTK does not guarantee:

• continuous availability of any particular SKU
• uninterrupted access to wholesale systems
• continuation of any particular product
• continuation of a particular case configuration
• continuation of a particular wholesale price
• availability of a product in a particular sales territory

OTK may discontinue, replace, revise, or limit products offered through the wholesale program.

35. Customer Responsibility for Resale Operations

Customers are responsible for their own retail and resale operations, including:

• product listings
• advertising
• resale pricing
• customer service
• consumer communications
• taxes
• marketplace accounts
• regulatory compliance
• local licensing
• compliance with applicable third-party platform rules

OTK's approval of a wholesale account does not constitute legal, tax, regulatory, or marketplace advice to the Customer.

36. Limitation of Liability

To the maximum extent permitted by applicable law, OTK will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages arising out of or relating to the wholesale program or any wholesale order, including damages for:

• lost profits
• lost sales
• lost business opportunities
• loss of goodwill
• similar commercial losses

OTK does not guarantee continuous inventory availability, uninterrupted wholesale services, or specific shipping or delivery dates except where expressly agreed in writing.

To the extent permitted by applicable law, OTK's aggregate liability relating to a particular wholesale order will not exceed the amount actually paid to OTK for the portion of the order giving rise to the applicable claim.

Nothing in these Wholesale Terms excludes or limits liability that cannot lawfully be excluded or limited.

37. Notices and Communications

OTK may provide notices regarding:

• wholesale account status
• Brand Authorization
• sales-channel authorization
• orders
• pricing
• program changes
• policy changes
• these Wholesale Terms

through email, the wholesale portal, the OTK website, or another reasonable electronic method.

Customers are responsible for maintaining accurate and current contact information associated with their wholesale account.

Formal notices regarding the wholesale relationship may be directed to:

OTK Wholesale
MEG Innovations LLC
Email: info@onetheking.com

38. Governing Law

These Wholesale Terms and the wholesale relationship between OTK and the Customer will be governed by the laws of the State of California, without regard to its conflict-of-law principles, except to the extent applicable law requires otherwise.

39. Severability

If any provision of these Wholesale Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by applicable law.

40. No Waiver

OTK's failure to enforce any provision of these Wholesale Terms on one occasion does not waive OTK's right to enforce that provision or any other provision in the future.

41. Entire Agreement

These Wholesale Terms, together with any applicable:

• written OTK policies
• Brand Authorization terms
• sales-channel policies
• account-specific approvals
• order confirmations
• quotations
• invoices
• separate written agreements

constitute the terms governing the applicable wholesale relationship between OTK and the Customer.

42. Order-Specific or Separate Written Agreements

If OTK and a Customer enter into a separate written agreement containing terms that conflict with these Wholesale Terms, the separate written agreement will control only with respect to the matters expressly covered by that agreement.

Special pricing, payment terms, freight arrangements, distributor terms, or other account-specific arrangements do not apply beyond their stated scope unless OTK expressly agrees otherwise in writing.

43. Contact

Questions regarding the OTK wholesale program or these Wholesale Terms may be directed to:

OTK Wholesale
MEG Innovations LLC
Email: info@onetheking.com