Authorized Retailer Terms & Conditions
ColdAged Authorized Retailer Terms (B2B)
By creating a wholesale account, accessing ColdAged’s wholesale portal, or placing an order, you (“Retailer”) agree to these terms (“Terms”). These Terms are between Retailer and ColdAged, Inc., a Wyoming corporation (“ColdAged”).
1. Authorized Retailer Status
Retailer is authorized to purchase and resell authentic ColdAged products only from the physical retail location(s) expressly approved in writing by ColdAged (each, an “Approved Location”).
No Online Sales. Retailer may not sell, offer for sale, or facilitate the sale of ColdAged products through any online channel, including Retailer’s own branded website, any e-commerce storefront, social commerce, “shop” features, online ordering links, or any other internet-based sales method.
Any additional physical locations require prior written approval from ColdAged.
2. Pricing & MAP Policy
Retailer agrees to comply at all times with ColdAged’s Minimum Advertised Price (“MAP”) and/or MSRP policies, as updated by ColdAged from time to time. “Advertised” includes, without limitation, website pricing, email/SMS, paid ads, social posts, promo codes shown publicly, and any pre-checkout display of discounted pricing. ColdAged may enforce its pricing policies in its sole discretion, including by limiting supply, suspending the account, or terminating the account.
3. Prohibited Channels
Retailer may not sell, list, advertise, or facilitate the sale of ColdAged products on any third-party marketplace or resale platform, including without limitation Amazon, eBay, Walmart Marketplace, Etsy, Facebook Marketplace, Mercari, Poshmark, or similar platforms, whether directly or through any third party.
4. Brand Integrity & Marketing Claims
Retailer may not: (a) alter packaging or labeling; (b) decant, repackage, relabel, or bundle Products in a manner that implies ColdAged sponsorship/approval without written approval; (c) sell expired Products; or (d) make claims about ColdAged products beyond ColdAged-approved marketing language.
No Medical / Procedure Claims. Retailer will not make, publish, imply, or assist any medical, drug, disease-treatment, or procedure-related claim about the Products, including claims that the Products: (i) treat, cure, mitigate, or prevent any disease or medical condition; (ii) are intended for use “post-op,” “post plastic surgery,” “post-procedure,” “post-injection,” “post-laser,” “post-microneedling,” or similar; (iii) are “medical grade,” “prescription strength,” or equivalent; or (iv) are “FDA approved,” unless expressly authorized in writing by ColdAged.
Compliance. Retailer is responsible for complying with all applicable advertising and consumer protection laws and guidance, including FTC endorsement/disclosure requirements (e.g., #ad where applicable), and for ensuring its staff/contractors comply with these Terms.
5. Retailer Marketing Warranty; Takedown; Corrective Action
Retailer Marketing Warranty. Retailer represents and warrants that all Product-related statements, marketing, advertising, recommendations, staff scripts, product pages, emails/SMS, paid ads, and social content (including content created by Retailer’s employees, contractors, affiliates, or agents) will: (a) comply with these Terms and all applicable laws and regulations, and (b) use only ColdAged-approved marketing language and materials, unless Retailer receives ColdAged’s prior written approval for specific deviations.
Takedown Remedy. If ColdAged reasonably determines that Retailer has made or disseminated a non-compliant claim (including a prohibited medical or procedure-related claim), Retailer must, within 24 hours of notice from ColdAged: (i) remove or correct the claim across all channels under Retailer’s control, and (ii) confirm in writing that removal/correction is complete. ColdAged may require Retailer to publish a correction or clarification if reasonably necessary to mitigate consumer confusion or regulatory risk.
Suspension / Withholding. Pending cure, ColdAged may suspend Retailer’s account, withhold acceptance of orders, or pause shipment of any open orders, in its sole discretion.
Material Breach. Any violation of this Section is a material breach of these Terms.
6. No Redistribution / Diversion
Retailer may not resell, distribute, transfer, or divert ColdAged products to any other retailer, reseller, distributor, purchasing group, or third party (including for drop-shipping or fulfillment for others) without ColdAged’s prior written consent.
7. Orders; Upfront Payment; Taxes
Order Acceptance; Upfront Payment. All orders are subject to acceptance by ColdAged in its sole discretion. All wholesale purchases must be paid in full at the time of order through ColdAged’s checkout process (including Shopify checkout or invoicing links, if used). ColdAged does not offer “net terms” unless expressly agreed in a separate writing signed by ColdAged.
Taxes. Retailer is responsible for all sales, use, excise, and similar taxes (excluding taxes on ColdAged’s net income) associated with Retailer’s purchase and resale of Products. If Retailer claims exemption from sales tax, Retailer must provide valid exemption/resale documentation before purchase/shipment. If documentation is not provided or is invalid, ColdAged may charge applicable taxes.
8. Shipping; Risk of Loss; Inspection
Title to Products and risk of loss pass to Retailer upon delivery of Products to the carrier (FOB shipping point), unless otherwise stated in writing by ColdAged. Retailer must inspect all shipments upon receipt and report any shipping damage, shortages, or errors within 7 days of delivery, including photos and any reasonably requested documentation. If not timely reported, the shipment will be deemed accepted.
9. Storage, Handling, Traceability; Recalls
Retailer will store, handle, and display Products in accordance with Product labeling and any written ColdAged handling guidelines and will not sell expired, materially damaged, or improperly stored Products.
Retailer will maintain purchase and sales records sufficient to trace Products by lot/batch (as applicable) for at least 2 years from the date of purchase. Retailer will promptly cooperate with any ColdAged recall, quality notice, or stop-sale request, including removing affected Products from sale immediately and providing reasonable information about inventory and sales of affected Products.
10. Returns; Defects; RMA
All end-consumer sales, customer service, and returns are the responsibility of Retailer.
ColdAged does not accept returns or provide refunds on wholesale purchases except for (a) Products damaged in transit or (b) confirmed manufacturing defects, each subject to ColdAged’s RMA process and notice within 7 days of delivery with supporting documentation/photos. ColdAged’s remedy, if any, may be replacement product or account credit at ColdAged’s discretion.
11. Limited Product Warranty; Disclaimer; Exclusive Remedy
Limited Warranty. ColdAged warrants only that, at the time of shipment, Products will be free from manufacturing defects and will materially conform to their labeling. This limited warranty does not apply to issues arising from improper storage, handling, display, misuse, alteration, decanting/repackaging, sale of expired Products, or sales outside Approved Locations.
DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COLDAGED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Exclusive Remedy. Retailer’s sole and exclusive remedy for any breach of the limited warranty will be, at ColdAged’s option, replacement of the affected Products or issuance of an account credit, subject to ColdAged’s RMA process and the notice timelines in these Terms.
12. Records; Compliance Verification; Injunctive Relief
Upon reasonable request, Retailer will provide documentation reasonably necessary to confirm compliance with these Terms (including proof of Approved Location sales and purchase/sales records for Products). Retailer acknowledges that violations involving diversion, prohibited channels, misuse of ColdAged intellectual property, or non-compliant marketing claims may cause irreparable harm, and ColdAged may seek immediate injunctive relief (without the necessity of posting a bond to the extent permitted by law) in addition to other available remedies.
13. Termination & Remedies
ColdAged may suspend or terminate Retailer’s account immediately for any violation of these Terms or ColdAged policies. Upon termination, Retailer must immediately: (a) stop representing itself as an authorized retailer; (b) cease use of ColdAged trademarks and marketing assets; and (c) cease sales through any non-approved channel. ColdAged may pursue all available remedies for diversion, brand misuse, non-compliant claims, or unauthorized sales.
14. Intellectual Property
Retailer is granted a limited, revocable, non-transferable, non-sublicensable license to use ColdAged trademarks and approved marketing assets solely to advertise and sell Products at Approved Locations, in compliance with these Terms and any brand guidelines provided by ColdAged. No other rights are granted.
15. Indemnification; Insurance
Indemnification. Retailer will defend, indemnify, and hold harmless ColdAged and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Retailer’s marketing, sale, storage/handling, customer service, advertising claims, or other acts/omissions, including any breach of these Terms or violation of law, including any claim arising from or relating to non-compliant marketing claims made by Retailer or its personnel.
Insurance. Upon request, Retailer will maintain commercial general liability insurance (including products/completed operations) with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate and will provide a certificate of insurance evidencing such coverage and naming ColdAged as an additional insured.
16. Limitation of Liability
To the maximum extent permitted by law, ColdAged will not be liable for any indirect, incidental, special, consequential, or punitive damages. ColdAged’s total liability arising out of or related to these Terms will not exceed the amount paid by Retailer to ColdAged for the specific order giving rise to the claim.
17. Confidentiality
Wholesale pricing, portal access credentials, non-public product information, and any non-public ColdAged policies or materials provided to Retailer are confidential and may not be disclosed to third parties except as required by law.
18. Miscellaneous
Independent Parties. The parties are independent contractors. Nothing creates an agency, partnership, or joint venture.
Assignment. Retailer may not assign these Terms without ColdAged’s prior written consent.
Amendments. ColdAged may update these Terms and related policies from time to time. Continued use of the portal or continued purchasing after notice constitutes acceptance of the updated Terms.
Severability; Waiver; Survival. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing. Sections intended to survive (including IP, confidentiality, indemnification, liability limits, records/verification, and governing law/venue) will survive termination.
19. Governing Law; Venue
These Terms are governed by the laws of the State of Ohio, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms will be brought exclusively in the state courts located in Geauga County, Ohio or the United States District Court for the Northern District of Ohio, and each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.
Contact / Notices
Questions about the Terms of Service should be sent to us at contact@coldaged.com. Our contact information is posted below:
ColdAged, Inc.
contact@coldaged.com
30 N Gould Street, Ste R, Sheridan, WY 82801