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Wholesale Program

Wholesale Program Terms of Service

By participating in the WSOEH Wholesale Program (“Program”), you ("Wholesaler") agree to the terms and policies outlined in the following agreement (“Agreement”). Please read this Agreement in full, as it forms a legally binding contract between you and WSOEH.

By placing a wholesale order, you confirm that you have read, understood, and accepted all terms and policies of this Agreement. If WSOEH accepts your order, you agree to be legally bound by every term stated herein.

WSOEH reserves the right to modify the Program or this Agreement at any time without notice. Placement of any order constitutes your acceptance of the version of the Agreement in effect at the time of ordering.

Fill out the Wholesale Program application here: https://wholesaleprogramapplication.wsoeh.com/.

1. Definitions

1.1 "Confidential Information" refers to all confidential and proprietary documents and information related to financial and marketing data, projections, models, contacts, research, product plans, products, services, customers, markets, software, developments, inventions, formulas, processes, designs, drawings, engineering, and hardware configurations, which are not otherwise classified as Trade Secrets.

Confidential Information includes, but is not limited to, any nonpublic information related to the Products, pricing, or any private lists or compilations of customers, prospective customers, or business opportunities.

1.2 "Customer" means a customer or prospective customer of the Wholesaler who is the ultimate end user of the Products, including any resellers working under the Wholesaler.

1.3 "Products" refers to products and services offered by WSOEH via its website or in writing, as may be updated from time to time (collectively referred to as “Order Forms”).

1.4 "Proprietary Information" means all information classified under Confidential Information and Trade Secrets.

1.5 "Trade Secrets" means business-related information of the disclosing party that:

(a) derives economic value, actual or potential, from not being generally known or easily discoverable by others who could gain economic value from its use or disclosure; and
(b) is protected through reasonable efforts by the disclosing party to maintain its secrecy under the circumstances.

2. Appointment

2.1 Appointment

Subject to the terms and conditions of this Agreement, Wholesaler is appointed as an independent, non-exclusive WSOEH wholesaler to distribute the Products to Customers, and the Wholesaler accepts this appointment.
The Wholesaler agrees to operate its business in accordance with this Agreement and any WSOEH wholesaler policies, as issued and updated by WSOEH from time to time.

The Wholesaler acknowledges that it has a non-exclusive right to distribute the Products. WSOEH, at its sole discretion, may sell Products to any other person or entity and may authorize other resellers, through any means or distribution channels, to compete directly with the Wholesaler.

2.2 Independent Contractor
The Wholesaler is an independent contractor, not an agent, representative, or employee of WSOEH. The Wholesaler will purchase Products under the terms outlined in Section 3, and resell them to Customers.

The Wholesaler has no authority to bind, contract on behalf of, or incur any liability against WSOEH in any capacity.

  • Reserved Rights
    WSOEH reserves the right, at its sole discretion and without notice, to: (1) Modify or discontinue any Products, specifications, or services; (2) Change prices, discounts, payment terms, or any other sales conditions; (3) Update or withdraw any WSOEH trademarks; (4) Allocate sales, limit quantities, or cancel orders of selected Products among customers without liability; (5) Publicly list or identify the Wholesaler as a WSOEH wholesale partner; (6) Suspend performance under this Agreement if the Wholesaler fails to comply with any obligation or policy.

2.3 Resellers
The Wholesaler may appoint resellers, subject to WSOEH’s approval, to distribute the Products. All resellers must agree in writing to the same distribution restrictions and obligations that apply to the Wholesaler.

The Wholesaler is fully responsible for informing and ensuring that all resellers comply with applicable WSOEH policies.

3. Product Purchase, Marketing, Distribution, and Returns

3.1 Purchase of the Products; Terms of Sale.

3.1.1 The Wholesaler agrees to purchase Products at the current prices listed in the most recent Order Forms.
Payment is due at the time of placing the order (i.e., when WSOEH receives it), unless otherwise agreed upon in writing by WSOEH.

The Wholesaler’s payment obligation is independent of any payment received from its Customers.
WSOEH retains the right to reject any proposed sale based on the identity or geographic location of the intended Customer. This includes, but is not limited to, customers located in restricted regions, or those who may pose competitive, compliance, or intellectual property concerns.

3.1.2 All orders are subject to WSOEH’s approval.
Acknowledgement of an order-whether written or verbal-does not guarantee acceptance. WSOEH may, at its sole discretion and without liability, ship partial orders to the Wholesaler. Each shipment is considered a separate sale, and the Wholesaler is responsible for payment of all units shipped, regardless of whether the shipment is partial or complete.

If any items are shipped in excess of the ordered quantity, or if unordered Products are delivered, the Wholesaler may either: (1) Accept and pay for those additional items, or (2) Formally reject them in writing to WSOEH.

Delivery dates are provided as estimates only. WSOEH will make commercially reasonable efforts to deliver by the requested date, but is not responsible for any loss, damage, or delay related to order fulfillment or shipping.

3.1.3 Each sale of Products by WSOEH to the Wholesaler will be governed exclusively by: (1) This Agreement; (2) WSOEH’s then-current policies in effect at the time of sale; and (3) The pricing and terms listed in the active Order Forms.

Any acknowledgments, confirmations, purchase orders, or other forms submitted by the Wholesaler shall not override the terms of this Agreement, unless they are explicitly signed by a WSOEH officer and clearly designated as a formal amendment.

3.1.4 All prices listed on the Order Forms (and any related product pricing documents) are stated exclusive of any applicable taxes, duties, or fees. This includes-but is not limited to-government-imposed sales tax, import/export fees, excise duties, value-added tax (VAT), and similar charges applied to the production, sale, transportation, licensing, or use of the Products.
All such costs, excluding taxes based on WSOEH’s net income, shall be the sole responsibility of the Wholesaler, in addition to the listed Product price.

3.1.5 Unless otherwise agreed in writing by both parties, WSOEH reserves the right to choose the shipping method and carrier for delivery of Products. All shipments will be made F.O.B. WSOEH’s facility, meaning: (1) The Wholesaler bears all shipping, insurance, and related fees; (2) Risk of loss or damage transfers to the Wholesaler once the Products are handed over to the carrier.

Ownership (title) of the Products remains with WSOEH until the Wholesaler has fully paid all outstanding amounts related to the order.

For orders shipped outside the USA, the Wholesaler is responsible for all applicable VAT, import duties, and related fees.

3.1.6 The Wholesaler is strictly prohibited from relabeling, repackaging, translating, covering, or modifying the labels or packaging of the Products in any way. This includes any attempt to alter, reverse engineer, or otherwise change the Products themselves, their branding, or external presentation.

All Products must be sold and distributed exactly as received from WSOEH, in their original packaging and with all original labeling intact.
No exceptions to this policy are permitted without written consent, signed by an authorized representative of both parties.

3.2 Intellectual Property

3.2.1 WSOEH grants the Wholesaler a non-exclusive, royalty-free license to use the trademarks, trade names, logos, slogans, designs, and distinctive marketing elements associated with the Products-collectively referred to as the “Trademarks.”

This license applies only to trademarks officially approved by WSOEH for use by authorized wholesalers and may be used solely for the purposes of advertising, promoting, selling, and distributing the Products under this Agreement.

The Wholesaler agrees not to use the Trademarks in any way that could: (1) Cause confusion or mislead the public; (2) Misrepresent the Products; or (3) Harm the reputation or interests of WSOEH in any manner.

3.2.2 Intellectual Property Representations and Disclaimers
WSOEH affirms that it has the right, authority, and legal power to grant the license outlined in this Agreement.
However, WSOEH makes no guarantees or representations that its Trademarks are registered with the United States Patent and Trademark Office or any equivalent authority in other jurisdictions, nor that use of these Trademarks will not infringe on the rights of third parties.

WSOEH MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, express or implied, and assumes no liability for any intellectual property infringement that may arise from the actions of the Wholesaler, its agents, or its Customers in connection with this Agreement.

3.2.3 Notice of Infringement.
The Wholesaler agrees to promptly notify WSOEH if:

(a) It receives a third-party claim alleging that the Trademarks are infringing, or
(b) It becomes aware of any unauthorized use, misuse, or infringement of the Trademarks.

3.2.4 Right to Protect Trademarks.
WSOEH retains the exclusive right to take any actions it deems necessary to protect its Trademarks. These actions may include, but are not limited to: (1) Defending against legal claims or lawsuits that challenge or affect WSOEH’s trademark rights; (2) Settling disputes or litigation; (3) Initiating legal proceedings to enforce or defend ownership of the Trademarks.

At its discretion, WSOEH may authorize the Wholesaler to pursue or defend such actions.

In the event of litigation, the party prosecuting or defending the infringement claim-whether WSOEH or the Wholesaler-shall be solely responsible for all legal fees, costs, and expenses associated with the proceedings.

That party shall also have the right to collect and retain any damages, settlements, or other monetary awards resulting from the action.

3.2.5 Duty to Cooperate.
In any trademark infringement legal proceedings, both WSOEH and the Wholesaler agree to fully cooperate at the request and expense of the litigating party.
This includes, to the extent commercially reasonable: (1) Providing employee testimony if needed; (2) Supplying relevant records, documentation, or information; (3) Cooperating in a timely and good faith manner throughout the process.

3.2.6 Trademark Ownership.
All use of the Trademarks by the Wholesaler-whether authorized or unauthorized-shall inure to the benefit of WSOEH and must reinforce WSOEH’s ownership rights.

3.2.7 Trademark Registration Rights
WSOEH shall retain the exclusive right to register all Trademarks.
The Wholesaler may not attempt to register any of WSOEH’s Trademarks without prior written consent from WSOEH.
Any trademark applications or registrations made by the Wholesaler in violation of this provision shall be owned by WSOEH.

3.2.8 Retained Rights
WSOEH retains all rights, title, and interest in and to the Trademarks not expressly granted to the Wholesaler under this Agreement.

3.2.9 Restrictions on Trademark Use
The Wholesaler shall not:

i. Take any action that interferes with WSOEH’s ownership or enforcement of its Trademarks;
ii. Engage in behavior that disparages, dilutes, or negatively impacts the value or reputation of the Products or any of the Trademarks;
iii. Create or use any alternative trademarks in connection with the Products, other than those provided and approved by WSOEH;
iv. Register or use any of the Trademarks as domain names or website identifiers without WSOEH’s prior written approval;
v. Alter, obscure, or remove any Trademark or proprietary rights notices from the Products, marketing materials, or any other official content provided by WSOEH.

3.3 Indemnity

As an independent contractor, the Wholesaler is solely responsible for any risks, liabilities, or claims arising from its own business activities and operations.

Accordingly, the Wholesaler agrees to defend, indemnify, and hold harmless WSOEH, along with its agents, employees, officers, and directors, from and against any and all claims, demands, obligations, liabilities, damages, losses, costs, and expenses of any kind (“Claims”)-including but not limited to court costs and attorneys’ fees-that result from:

i. The Wholesaler’s business operations and activities;
ii. Any negligent or willful act or omission by the Wholesaler or its employees, agents, or Customers;
iii. Any breach of this Agreement by the Wholesaler.

This indemnity applies regardless of whether the Claims arise under contract or tort law, through intentional or negligent conduct, under statute, regulation, or any other legal or equitable basis.

These obligations shall survive the expiration or earlier termination of this Agreement.

3.4 Compliance

The Wholesaler agrees to comply with all applicable laws, regulations, and government orders relevant to its business activities under this Agreement. This includes, but is not limited to: (1) The United States Dietary Supplement Health and Education Act of 1994 (DSHEA); (2) The Federal Trade Commission Act; (3) The Lanham Act; (4) Any associated rules, regulations, and (5) licensing or reporting obligations, as applicable.

The Wholesaler shall not make any claims that the Products are intended to diagnose, treat, cure, or prevent any disease.

The Wholesaler acknowledges that this compliance obligation, along with all other representations, warranties, and duties in this section, is a material condition of this Agreement.

3.5 Licensed Healthcare Providers

If the Wholesaler is a licensed healthcare provider, it acknowledges that laws and regulations governing healthcare practices are frequently updated and may vary across jurisdictions.

WSOEH makes no representations or legal recommendations regarding any federal, state, or local laws that may apply to the Wholesaler’s practice or professional responsibilities in connection with the sale of the Products.

WSOEH strongly encourages all healthcare provider-Wholesalers to consult their state licensing board and relevant governmental agencies to confirm: (1) Applicable legal requirements for selling or recommending Products; (2) Any required disclosures or disclaimers that must be provided to patients prior to purchase.

3.6 Online Marketing

3.6.1 Under no circumstances may the Wholesaler send commercial electronic messages (as defined by the U.S. CAN-SPAM Act of 2003) in relation to the WSOEH Wholesale Program.
Only transactional or relationship messages, as legally defined in the Act, are permitted.

3.6.2 WSOEH allows the Wholesaler to promote offers through Facebook, Twitter, blogs, forums, and other social platforms, provided the following rules are followed:

The Wholesaler IS ALLOWED to post promotions on their own social media pages, websites, and blogs.

The Wholesaler IS PROHIBITED from posting promotions on WSOEH’s official social media accounts or channels.

3.6.3 Keyword and Domain Restrictions
The Wholesaler is strictly prohibited from purchasing keywords, search terms, domain names, advertising placements, adwords, or any other digital identifiers that include: (1) The word “WSOEH”; (2) Names of any WSOEH products or services; (3) Misspellings, variations, or combinations involving these terms.

This policy explicitly prohibits the following actions:

  1. Bidding on the term “WSOEH” and any keyword strings that include it, such as:
    “WSOEH products,” “WSOEH coupons,” “WSOEH promotions,” and any similar variations.

  2. Bidding on the names of specific WSOEH products, and any related keyword strings, such as:
    “WSOEH skincare,” “WSOEH supplements,” “WSOEH discounts,” and similar terms.

  3. Purchasing domain names that include the word “WSOEH” or its variants, including examples like:
    WSOEHshop.com, wsoeh-store.co, or www.wsoeh-reviews.net.

  4. Registering domains based on specific WSOEH product names or variations thereof, including:
    WSOEHBeauty.com, WSOEHproduct.co, or www.wsoehproduct-review.org.

Violations of this policy constitute a breach of this Agreement and may result in immediate termination of your wholesale privileges.
Additionally, use of these restricted keywords or domains may expose you to legal action by WSOEH for trademark infringement or contractual violation.

3.7 Online Sales Prohibited

3.7.1 Unless explicitly authorized in writing by an officer of WSOEH, the Wholesaler is strictly prohibited from selling Products to Customers or resellers through any online platform, including websites, online marketplaces, or social media.

The Wholesaler is only permitted to sell Products offline, through in-person, point-of-sale channels.

3.7.2 Wholesalers interested in online promotion may apply to join the WSOEH Affiliate Program, which provides an opportunity to earn commissions on referred online sales.

3.8 Returns

WSOEH will accept returns from the Wholesaler’s customers and issue a credit to the Wholesaler’s account only under the following circumstances:

  • The Product was damaged during shipping.

  • The Product is defective.

  • The Product was shipped to the Wholesaler in error by WSOEH.

  • The Product was ordered in error by the Wholesaler. In such cases, the Product must be returned within 14 days of the purchase date.

  • To allow product sampling, the Wholesaler may return any Product not previously sampled within 14 days of purchase from WSOEH, and receive a full refund.

All returned Products must be in their original factory packaging and must be unopened.

Returns that do not meet this condition will not be eligible for credit, regardless of reason.

VAT compliance and any potential refunds are the sole responsibility of the Wholesaler, as the Owner holds no VAT liability in any jurisdiction.

Return Instructions (continued):
For all returns, the Wholesaler must include a written note specifying:

  • The full name and formula number of the Product

  • The number of bottles returned

  • The reason for the return

Failure to provide this information will result in no credit being issued.
A copy of the original WSOEH invoice is also helpful to ensure accurate credit processing.

Returns Will Not Be Accepted for the Following Reasons:

  • Products that the Wholesaler ordered but later decided not to keep, except in cases where the Product was not previously ordered and is returned within 14 days of the original purchase date from WSOEH.

  • Products that are not selling or have become outdated or expired.

  • Products returned by a Customer more than one year after the original purchase date from WSOEH.

  • Products that are returned directly to WSOEH by a Customer (WSOEH only processes returns submitted by the Wholesaler).

Matrix Cards are non-returnable under any circumstances.

All sales of Matrix Cards are final and not eligible for refund, exchange, or credit.

Wholesale Notice Regarding Matrix Cards
Bulk orders of Matrix Cards are available for wholesaler.

Cards can be produced either:

  • Individually customized using provided photographs, or
  • In standardized formats based on average parameters, without photographs.

4. Product Warranties, Disclaimers, and Warranty Administration

4.1 Warranties and Disclaimers.

4.1.1 WSOEH warrants that the Products will conform to their description as set forth on the order submitted by the Wholesaler and accepted by WSOEH.
This warranty is provided in lieu of, and to the exclusion of, all other warranties-express or implied-including any warranties of merchantability or fitness for a particular purpose or use.

4.1.2 In distributing any of the Products, the Wholesaler shall not offer or make any additional or different warranties or representations on behalf of WSOEH regarding: (1) Quality; (2) Merchantability; (3) Fitness for a particular use or purpose; (4) Or any other Product features,

beyond the warranty provided by WSOEH to the Wholesaler.

4.1.3 The Wholesaler shall have thirty (14) days from the date of receiving the Products to inspect them for any breach of the warranty described in Section 4.1.1.
If any defects are discovered, the Wholesaler must provide written notice to WSOEH within that 14-day period.

The Wholesaler’s exclusive remedy for a breach of this warranty shall be, at WSOEH’s option, either: (1) Replacement of the defective Products, or (2) A refund of the amount paid by the Wholesaler for the defective Products.

WSOEH will inform the Wholesaler whether to return or destroy the defective items.

4.1.4 WSOEH shall not be liable for any claims, demands, or legal actions arising out of or related to this Agreement or the use of the Products-including any damages, whether direct, indirect, incidental, consequential, punitive, or exemplary-except as specifically stated in this Agreement.

The Wholesaler assumes all risks associated with the use of the Products, to the extent permitted by law. This includes, but is not limited to: (1) Lost profits or savings; (2) Physical damage to tangible property; (3) Personal injury or death.

The remedies available to the Wholesaler for defective Products are exclusive. If those exclusive remedies are ever deemed to have failed of their essential purpose, WSOEH’s total liability shall not exceed the amount paid by the Wholesaler for the affected Products.

4.2 Customer Claims Procedures

WSOEH will refer Customers directly to the Wholesaler for resolution of any claims related to the Products.
Both WSOEH and the Wholesaler agree to cooperate in good faith and as reasonably requested during the investigation of any such claim.

The Wholesaler agrees to promptly provide WSOEH with any relevant information it possesses concerning the claim.

WSOEH, at its sole discretion, may choose to: (1) Replace the Product in question, or (2) Refund the amount paid by either the Wholesaler or the Customer.

If WSOEH elects to issue a refund directly to the Customer, the Wholesaler agrees to reimburse WSOEH for the portion of the purchase price it originally received from that Customer.

To correct warranty issues, the Wholesaler shall accept replacement Products from WSOEH and will be responsible for delivering them to the Customer.

5. Proprietary Information and Other Intellectual Property

5.1 On the date that title to the Products passes to the Wholesaler, the Wholesaler shall acquire good and clear title from WSOEH to each unit of the Products purchased under this Agreement.

However, the Wholesaler acknowledges that all Trademarks, trade names, trade secrets, copyrights, patents, and other forms of intellectual property used in or associated with the Products shall remain the sole property of WSOEH.

The Wholesaler agrees not to challenge or dispute the validity of WSOEH’s: (1) Patents; (2) Trade secrets; (3) Trademarks; (4) Copyrights; (5) Registrations, applications, or other proprietary rights. Whether during the term of this Agreement, any renewals or extensions, or after termination or expiration.

5.2 The Wholesaler shall protect WSOEH’s Proprietary Information with the same level of care it uses to protect its own proprietary or confidential information, and in all cases must exercise at least reasonable care in doing so.

The Wholesaler shall not use, reproduce, distribute, or disclose any of WSOEH’s Proprietary Information to any third party, except to employees, agents, or independent contractors who: (1) Have a specific need to know the information, and (2) Have been informed of and are bound in writing to comply with the confidentiality obligations set forth in this Agreement.

The Wholesaler shall maintain the confidentiality of all Confidential Information for the entire duration of this Agreement, including any renewals or extensions, and for a period of five (5) years following the termination or expiration of the Agreement.

For Trade Secrets, the Wholesaler agrees to maintain secrecy during the full term of the Agreement and after its termination or expiration, and will continue to do so for as long as: (1) The information is considered by WSOEH to be a Trade Secret, and (2) A court of law with final jurisdiction has not ruled that such trade secret status has been lost.

5.3 The Wholesaler acknowledges that any breach of its obligations under this section may result in irreparable harm to WSOEH, which may not be adequately compensated by monetary damages.

Accordingly, WSOEH shall be entitled-as a matter of right-to seek and obtain injunctive relief to prevent or restrain any such breach, without the requirement to post a bond or other security.

6. Term and Termination

6.1 Term. This Agreement becomes effective when WSOEH accepts an order from the Wholesaler. It may be terminated at any time, with or without cause, by either WSOEH or the Wholesaler.

6.2 Effect of Termination
Upon termination of this Agreement, all rights and licenses granted to the Wholesaler shall immediately cease, unless otherwise specified in this section.

The Wholesaler must: (1) Stop presenting itself as an authorized WSOEH Wholesaler; (2) Cease distribution of WSOEH Products; (3) Return to WSOEH all WSOEH marketing materials and literature.

However, the Wholesaler may continue to sell its remaining inventory of WSOEH Products for up to ninety (90) days from the effective date of termination-only in full compliance with the terms of this Agreement.

After that 90-day period: (1) Any unsold inventory must be destroyed by the Wholesaler, unless (2) WSOEH, at its sole discretion, may choose to repurchase the Wholesaler’s remaining inventory at the original purchase price or a lower price, as determined by WSOEH.
If WSOEH elects to exercise this option, the Wholesaler will be responsible for all shipping costs associated with returning the Products.

Termination of this Agreement does not automatically terminate any other agreement between the parties unless explicitly stated in the termination notice.

6.3 Liability upon Termination
Neither party shall be liable to the other for any damages, losses, costs, or expenses of any kind resulting from the termination of this Agreement-regardless of the cause.

This includes, but is not limited to: (1) Loss of prospective sales; (2) Business development costs; (3) Operational investments made by the Wholesaler; (4) Or any other related losses or expenditures

However, termination of this Agreement does not affect any existing claims, liabilities, or rights that arose: (1) Prior to termination, or (2) After termination, in connection with the Wholesaler’s sale of remaining inventory under the terms of this Agreement.

6.4 LIMITATION OF LIABILITY
IN NO EVENT SHALL WSOEH BE RESPONSIBLE OR HELD LIABLE-UNDER ANY LEGAL THEORY-TO THE WHOLESALER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT.

This applies regardless of whether such damages were foreseeable, or whether WSOEH was advised of the possibility of such damages.

7. Miscellaneous Provisions

7.1 Entire Agreement; Amendments; Waiver.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. This Agreement may not be amended or modified, nor may any part be waived, except by a further written agreement signed by both parties. No failure or delay by WSOEH in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Likewise, no single or partial exercise of any right or remedy shall preclude any other or further exercise of that or any other right or remedy.

7.2 Assignment
The Wholesaler may not assign its rights or delegate its obligations under this Agreement without prior written consent from WSOEH. Any attempt to do so without such consent shall be null and void. WSOEH may assign this Agreement, in whole or in part, without the Wholesaler’s consent.

7.3 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such finding shall not affect the validity or enforceability of the remaining provisions. This Agreement shall be interpreted and enforced as if the invalid, illegal, or unenforceable provision had never been included.

7.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Panama, without regard to any conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the Panama and federal courts located in Panama for any disputes arising under this Agreement, and waive any objection to venue in those courts.

7.5 Force Majeure
WSOEH shall not be held liable for any delay in delivery or failure to fulfill its obligations under this Agreement when such delay or failure results from events beyond its reasonable control. These events may include, but are not limited to: (1) Product supply constraints or raw material shortages; (2) Labor strikes, disputes, or industrial disruptions; (3) Transportation breakdowns or unforeseen logistical delays; (4) Natural disasters or extreme weather conditions; (5) Acts of God; (6) Government mandates, civil or military actions, or regulatory restrictions; (7) Fires, floods, accidents, or power failures; (8) Epidemics, pandemics, quarantine measures; (9) Terrorist acts, riots, insurrections, or war; (10) System outages, cyberattacks, or other computer-related interruptions; (11) Delays or failures caused by third parties.

In the event of such force majeure, WSOEH’s performance timelines will be extended for the duration of the disruption. At its sole discretion, WSOEH may also: (1) Reallocate production and shipments among its customers; (2) Partially fulfill, reduce, or cancel orders; (3) Do so without incurring liability to the Wholesaler.

7.6 Headings
The section headings in this Agreement are provided for convenience only and shall not be used to interpret, limit, or otherwise affect the meaning or construction of any part of this Agreement.

7.7 Binding Agreement
This Agreement shall be binding upon and benefit both parties, including their respective successors and permitted assigns.

The individual placing an order on behalf of the Wholesaler warrants that they have full legal authority to: (1) Enter into this Agreement; (2) Bind the Wholesaler to its terms, and (3) Confirm that all necessary internal actions required for authorization and performance have been properly completed.

8. Final Mandatory Requirements (non-medical advertising rule)

The Wholesaler is required, in all marketing materials, communications, social media posts, advertisements, websites, product descriptions, packaging, or any other form of promotion, to clearly and conspicuously include the following disclaimer (or an equivalent statement approved in writing by WSOEH):

"This product/service is not intended to diagnose, treat, cure, or prevent any disease."

8.1. The Wholesaler agrees, acknowledges, and accepts

This obligation applies to all promotional activities, regardless of medium or format, and must be presented in a manner that is easily visible and understandable to the intended audience. Failure to comply with this requirement may result in immediate suspension or termination of the Wholesaler Agreement, withholding of payments, and/or other legal remedies available to WSOEH.

8.2. If the Wholesaler breaches this requirement - including any violation of the non-medical advertising rule - the Wholesaler bears full legal and financial responsibility for all consequences of such breach.

Updated 08 July 2025

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