WHOLESALE AGREEMENT
This Wholesale Agreement (“Agreement”) is entered into by and between:
Memphus Beverage Co., LLC
Legal Business Address: 3682 Glen Artney Cove, Hernando, MS 38632
Brand Headquarters: 62 N Main St, Memphis, TN 38103
(“Supplier”)
and
[Retailer Name]
[Retailer Address]
(“Retailer”)
Effective Date: [Date Signed]
1. Products & Pricing
Supplier agrees to sell, and Retailer agrees to purchase, the following product(s):
Product: MEMPHYS™ Pure Artesian Water, 16 oz aluminum cans
Case Size: 24 cans per case
Wholesale Price: $[XX.XX] per case
Manufacturer’s Suggested Retail Price (MSRP): $2.99 per can
2. Minimum Order Requirement
Retailer agrees to purchase a minimum of [X] cases per order. Future minimums may be updated by Supplier with 14 days’ written notice.
3. Payment Terms
Order payment is due in full upon delivery or pickup, unless otherwise agreed in writing.
Late payments are subject to a 5% late fee after 7 calendar days.
Accepted payment methods include: [e.g. ACH, credit card, check, Stripe, etc.]
MEMPHYS may, at its sole discretion, extend payment terms to select Retailers based on purchase history, creditworthiness, or volume. If approved in writing by Supplier:
Net 15 terms require full payment within fifteen (15) calendar days of delivery.
Net 30 terms require full payment within thirty (30) calendar days of delivery.
Retailer acknowledges that any past-due balance is subject to a 5% late fee, applied after seven (7) days past the due date. Additional deliveries may be withheld until all outstanding balances are paid.
Supplier reserves the right to modify or revoke payment terms at any time, with or without cause.
4. Ownership & Risk
Ownership and risk transfer to Retailer upon delivery or pickup.
Claims for missing or damaged product must be submitted in writing within 48 hours of receipt.
5. Returns & Refunds
Returns are accepted only for product found to be defective or damaged in transit.
All returns must be pre-approved by Supplier within 10 calendar days of delivery.
6. Use of Brand, Trademarks, and Labeling
Retailer acknowledges that MEMPHYS™, the MEMPHYS logo, can design, and related trade dress are trademarks and intellectual property owned by Memphus Beverage Co., LLC.
Retailer shall not repackage, rebrand, relabel, or otherwise alter the product.
Retailer may not use MEMPHYS branding in marketing that is inconsistent with brand values or makes unauthorized health, religious, or political claims.
Any promotional material bearing MEMPHYS trademarks must be approved by Supplier.
7. Exclusivity & Territory
This Agreement does not grant exclusive rights to distribute or sell MEMPHYS™ products unless otherwise specified in writing.
8. Modification of Terms
MEMPHYS reserves the right to update pricing, packaging, and terms with 14 days’ written notice.
9. Product Liability
Supplier warrants that all products delivered are fit for human consumption and meet applicable state and federal requirements.
Supplier carries product liability insurance.
Supplier is not liable for Retailer’s resale pricing, customer issues, or misuse beyond product integrity.
10. Termination
This Agreement may be terminated by either party with 7 days’ written notice.
Retailer remains responsible for payment on any outstanding invoices or delivered product.
11. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee.
12. Entire Agreement
This document constitutes the entire agreement between the parties. No oral or written representations outside this Agreement are binding unless signed by both parties.
13. Minimum Advertised Pricing (MAP) Policy
To protect the MEMPHYS™ brand and the value of its products, Retailer agrees not to advertise or publicly sell MEMPHYS™ Pure Artesian Water for less than the Manufacturer’s Suggested Retail Price (MSRP) of $2.99 per can without prior written approval from Supplier.
Supplier reserves the right to suspend or terminate wholesale privileges for retailers that repeatedly violate this pricing policy.
SIGNATURES
Memphus Beverage Co., LLC
Signature:
___________________________
Name: _______________________________
Title: ____Managing Member_______________
Date: ________________________________
Retailer
Signature:
___________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________