StayWarm™ Wholesale Terms and Conditions
Last Updated: October 8th, 2026
These Wholesale Terms and Conditions ("Terms") govern all orders, purchases, and business relationships between [Company Legal Name] ("StayWarm™," "we," "us," or "our") and any business, organization, or individual purchasing StayWarm™ products for resale, service, or commercial use ("Buyer," "you," or "your"). By creating a wholesale account, submitting a purchase order, or otherwise placing an order with StayWarm™, you agree to be bound by these Terms in full. If you do not agree to these Terms, you may not establish a wholesale account or place orders with us.
1. Eligibility for Wholesale Accounts
Wholesale accounts are available exclusively to businesses purchasing StayWarm™ products for resale, service to customers or guests, or other commercial use, not for personal consumption. To open a wholesale account, you must provide accurate and current business information, including a valid business name, address, tax identification or resale certificate (where applicable), and the name and contact information of an authorized representative. StayWarm™ reserves the right, in its sole discretion, to approve, deny, suspend, or terminate any wholesale account application or existing account at any time, with or without cause. StayWarm™ may request documentation verifying your business's legal existence, licensing, or resale status before approving an account, and may periodically re-verify this information for existing accounts. Providing false or misleading information during the application process is grounds for immediate account termination.
2. Account Registration and Accuracy of Information
You are responsible for maintaining accurate, complete, and up-to-date account information, including billing address, shipping address, tax documentation, and contact details. You must promptly notify us of any changes to this information. StayWarm™ is not responsible for delays, misdeliveries, or other issues arising from outdated or inaccurate account information. You are responsible for safeguarding any login credentials associated with your wholesale account and for all activity that occurs under your account, whether or not authorized by you.
3. Products and Product Descriptions
StayWarm™ makes reasonable efforts to ensure that product descriptions, images, ingredient lists, and nutritional information available on this site or provided through our sales materials are accurate as of the date of publication. However, formulations, packaging, and availability are subject to change without notice. We do not warrant that product descriptions or other content on this site are accurate, complete, current, or error-free. In the event of a discrepancy between the product delivered and its description, please contact our wholesale team promptly so we can investigate and resolve the issue. StayWarm™ reserves the right to discontinue, reformulate, or temporarily limit the availability of any product or flavor without liability to Buyer, provided that any orders already confirmed will be honored or, where fulfillment is not possible, canceled with a full refund of amounts paid for the affected items.
4. Ordering and Order Acceptance
All orders submitted through our wholesale channels, whether via website, email, phone, or purchase order, constitute an offer to purchase products subject to these Terms. No order is binding on StayWarm™ until it has been accepted and confirmed by us in writing, which may include an order confirmation, invoice, or shipping notice. We reserve the right to refuse, cancel, or limit the quantity of any order for any reason, including suspected fraud, inaccurate account information, product unavailability, or pricing errors, even after an order has been submitted or confirmed. Wholesale orders are generally sold by the case; individual unit orders may not be accepted. StayWarm™ may establish minimum order quantities and minimum reorder intervals for wholesale accounts, which will be communicated at the time your account is approved and may be updated from time to time. Accounts that do not place orders for an extended period may be subject to reactivation requirements, including confirmation of current business and account information, before new orders are accepted.
5. Pricing and Payment Terms
All prices are quoted in U.S. dollars and are subject to change without notice, except for orders already confirmed in writing. Applicable taxes, duties, and shipping charges are the responsibility of the Buyer unless otherwise stated in writing. Payment terms will be established at the time your wholesale account is approved and may include prepayment, credit card authorization, or invoiced net terms for qualifying accounts, at StayWarm™'s sole discretion. Invoices not paid by their due date may accrue late fees and may result in suspension of your account or future orders until the outstanding balance is resolved. StayWarm™ reserves the right to require full or partial prepayment on any order at any time.
6. Shipping and Delivery
Shipping timelines provided by StayWarm™ are estimates only and are not guaranteed. Title and risk of loss for products pass to the Buyer upon delivery to the carrier, unless otherwise agreed in writing. StayWarm™ is not responsible for delays, losses, or damages caused by shipping carriers, customs processes, weather, or other events outside our reasonable control. Buyer is responsible for providing an accurate and accessible delivery address. Any shipping-related claims, including lost or damaged shipments, must be reported to StayWarm™ within 7 business days of the delivery date, or the claim may be denied. StayWarm™ currently ships within the United States only; requests for international shipping will be evaluated on a case-by-case basis and may involve additional costs, documentation, or delivery timelines. Buyer is responsible for ensuring products are stored appropriately upon receipt, in a cool, dry location out of direct sunlight, to preserve product quality.
7. Inspection, Damaged Goods, and Returns
Buyer is responsible for inspecting all shipments promptly upon receipt. Any claims for damaged, defective, mislabeled, or incorrect products must be submitted to StayWarm™ in writing, with supporting photographs where applicable, within 21 business days of delivery. Claims submitted after this may not be honored. Approved returns or replacements will be handled at StayWarm™'s discretion and may result in a replacement shipment, credit, or refund, depending on the circumstances. Products that have been opened, used, improperly stored, or damaged after delivery due to Buyer's handling are not eligible for return or credit. StayWarm™ does not accept returns of unopened, undamaged product without prior written authorization.
8. Resale and Use Restrictions
Products purchased through a StayWarm™ wholesale account are intended solely for resale or service in the ordinary course of Buyer's business, or for use consistent with the purpose for which the account was established. Buyer may not alter, repackage, relabel, or misrepresent StayWarm™ products in any way without our prior written consent. Buyer may not sell StayWarm™ products through unauthorized online marketplaces, including but not limited to Amazon, eBay, or similar third-party platforms, without express written permission from StayWarm™. Violation of this section may result in immediate termination of your wholesale account and cancellation of pending orders. StayWarm™ may, at its discretion, make marketing assets, point-of-sale materials, or co-branded promotional items available to wholesale accounts in good standing. Use of these materials is limited to promoting authorized resale of genuine StayWarm™ product and does not grant Buyer any broader license to StayWarm™'s brand assets.
9. Intellectual Property
All trademarks, logos, product names, packaging designs, website content, and marketing materials associated with StayWarm™ are the property of Void To Flame or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants Buyer any license or right to use StayWarm™'s trademarks, logos, or other intellectual property except as expressly authorized in writing, such as for the limited purpose of marketing or reselling authentic StayWarm™ product in the ordinary course of business. Any unauthorized use of StayWarm™'s intellectual property is strictly prohibited and may result in legal action.
10. Health, Safety, and Product Use Disclaimers
StayWarm™ products are dietary supplements and have not been evaluated by the Food and Drug Administration. They are not intended to diagnose, treat, cure, or prevent any disease. Buyer is responsible for ensuring that any marketing, labeling, or representations made to end consumers about StayWarm™ products comply with applicable laws and do not include unauthorized health claims. Buyer agrees to make product ingredient and allergen information reasonably available to end consumers at the point of sale. StayWarm is not responsible for adverse reactions, allergies, or health outcomes resulting from consumer use of the product when Buyer has failed to make appropriate disclosures available. In the rare event of a product recall or safety notice, StayWarm will notify affected wholesale accounts as promptly as possible and provide instructions for returning or destroying affected inventory. Buyer agrees to cooperate with any recall process, including removing affected product from sale promptly upon notification.
11. Warranties and Disclaimers
Except as expressly stated in these Terms, StayWarm™ products are provided "as is" and "as available," without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. StayWarm™ does not warrant that products will meet Buyer's specific requirements or that any results from product use will be as expected. No employee, agent, or representative of StayWarm™ is authorized to make any warranty on behalf of the company beyond what is expressly stated in these Terms.
12. Limitation of Liability
To the fullest extent permitted by law, StayWarm™ and its officers, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms, your wholesale account, or your purchase or use of StayWarm™ products, including but not limited to lost profits, lost revenue, or business interruption, even if StayWarm™ has been advised of the possibility of such damages. In no event shall StayWarm's total liability to Buyer for any claim arising from these Terms exceed the amount paid by Buyer for the specific order giving rise to the claim. This limitation applies regardless of the legal theory on which the claim is based, whether contract, tort, negligence, strict liability, or otherwise, and even if a remedy outlined in these Terms is found to have failed its essential purpose.
13. Indemnification
Buyer agrees to indemnify, defend, and hold harmless StayWarm™ and its officers, employees, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Buyer's resale of StayWarm™ products, Buyer's marketing or representations about the products, Buyer's violation of these Terms, or Buyer's negligence or misconduct in handling, storing, or reselling StayWarm™ products. This indemnification obligation survives termination of Buyer's wholesale account and applies regardless of whether the underlying claim is brought by an end consumer, a regulatory body, or any other third party.
14. Force Majeure
StayWarm™ shall not be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including but not limited to natural disasters, labor disputes, supply chain disruptions, government actions, pandemics, or transportation failures. In the event of such circumstances, affected obligations will be suspended for the duration of the event, and StayWarm™ will make reasonable efforts to notify affected Buyers.
15. Termination
StayWarm™ may suspend or terminate a Buyer's wholesale account at any time, with or without cause or notice, including for violation of these Terms, non-payment, or suspected misuse of products or intellectual property. Buyer may terminate its wholesale account at any time by providing written notice to StayWarm™. Termination of an account does not relieve Buyer of any payment obligations for products already shipped or orders already confirmed. Sections of these Terms that by their nature should survive termination, including but not limited to intellectual property, indemnification, limitation of liability, and governing law, shall survive.
16. Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between StayWarm™ and Buyer. Buyer is an independent business and is solely responsible for its own employees, tax obligations, licensing, and compliance with laws applicable to its own operations. Neither party has authority to bind the other or to make representations or commitments on the other's behalf.
17. Confidentiality
Any pricing, terms, or business information shared between StayWarm™ and Buyer that is not otherwise publicly available shall be treated as confidential and shall not be disclosed to third parties without the disclosing party's written consent, except as required by law.
18. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved in the state or federal courts located in Broward County, Florida, and the parties consent to the personal jurisdiction of such courts. Both parties waive any right to a jury trial in connection with any dispute arising from these Terms, to the extent permitted by law. Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute informally by contacting the other party in writing and allowing 30 days for discussion.
19. Export and Regulatory Compliance
Buyer agrees to comply with all applicable laws and regulations related to the purchase, resale, marketing, and distribution of StayWarm™ products, including but not limited to food and dietary supplement labeling requirements, age-restriction policies where applicable, and any state or local licensing requirements relevant to Buyer's business. StayWarm™ products are intended for distribution within the United States; Buyer is solely responsible for determining and complying with any additional requirements if products are resold or distributed outside the United States.
20. Changes to These Terms
StayWarm™ reserves the right to modify these Terms at any time. Updated Terms will be posted on this page with a revised "Last Updated" date. Continued use of your wholesale account or submission of new orders after changes are posted constitutes acceptance of the revised Terms. We encourage Buyers to review these Terms periodically.
21. Miscellaneous
These Terms, together with any order confirmations, invoices, or written agreements between the parties, constitute the entire agreement between Buyer and StayWarm™ with respect to wholesale purchases and supersede any prior agreements or understandings, whether written or oral. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. StayWarm™'s failure to enforce any provision of these Terms shall not be considered a waiver of that provision. Buyer may not assign its rights or obligations under these Terms without StayWarm™'s prior written consent.
22. Contact Information
Questions about these Terms or your wholesale account can be directed to our wholesale team at info@staywarmsupplement.com.