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Terms & Conditions


DISTRIBUTOR AGREEMENT

1. PARTIES, ACCEPTANCE & RECITALS

This Distributor Agreement ("Agreement") is a legally binding contract entered into by and between BOLD LLC, a company organized under the laws of the State of Colorado, with its principal place of business at 855 Snowberry Ave, Elizabeth, CO 80107 ("Company" or "BOLD"), and the individual or entity clicking the portal activation link ("Distributor").

ACCEPTANCE OF TERMS: By clicking the activation link on the portal invitation sent by BOLD, Distributor expressly acknowledges and agrees to be bound by all terms and conditions of this Agreement, without limitation. This Agreement applies in full regardless of whether the Distributor ultimately makes a purchase through the portal. Furthermore, all purchases made from BOLD Safety, whether through the portal or otherwise, shall be strictly subject to the terms of this Agreement.

WHEREAS, Company designs, manufactures, and sells personal protective equipment (PPE) and related merchandise; and WHEREAS, Distributor wishes to purchase, inventory, and resell such products to its customer base;

NOW, THEREFORE, the parties agree as follows:

2. APPOINTMENT AND RELATIONSHIP SCOPE 2.1 Appointment Types: * (a) BOLD Branded Products: Company appoints Distributor as a Non-Exclusive distributor of BOLD branded products within the agreed territory.

(b) Custom Branded Products: Company appoints Distributor as an Exclusive distributor for products specifically designed and manufactured under the Distributor’s name/brand. A strict condition of this exclusivity is that the Custom Product must possess a unique design and/or unique colorway that clearly distinguishes it from BOLD branded products.

2.2 Dual Relationship Definition: * (a) Vendor Relationship: When Distributor purchases Custom Branded Products, BOLD acts strictly as a manufacturing vendor. The rules, liabilities, and terms specific to Custom Products shall govern this transaction.

(b) Dealership Relationship: When Distributor purchases BOLD Branded Products, Distributor acts as an authorized dealer. In this capacity, Distributor is granted a limited, revocable license to use BOLD’s brand name, logos, and provided marketing materials solely for the promotion and sale of BOLD products, governed by the Dealership rules herein.

3. TERM AND TERMINATION 3.1 Initial Term: This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of [Three (3) / Five (5)] years. 3.2 Expiration & Renewal: This Agreement does not automatically renew or extend. Upon the expiration of the Initial Term, a new, formalized written agreement must be drafted and executed by both parties to continue the relationship. 3.3 Termination & Financial Obligations: Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice.

(a) Distributor Obligations upon Termination: All outstanding money owed to BOLD must be paid in full. Distributor is strictly liable for, and must pay the full agreed value of, any Custom Branded Products that are currently being manufactured, are in transit, or are sitting in BOLD's warehouse ready for delivery. All Custom Branded Products must be paid for in full within thirty (30) days of the Agreement's termination date.

(b) BOLD Obligations upon Termination: If BOLD initiates the termination of this Agreement, BOLD will continue to honor its commitments to manufacture and deliver any Custom Branded Products that are already in production or in transit to the Distributor at the time of notice. All other obligations, authorizations, and dealership rights shall immediately cease upon termination.

4. PRODUCT CATEGORIES 4.1 BOLD Products: Personal Protective Equipment (PPE), apparel, marketing merchandise, and any other products designed, manufactured, and sold under the BOLD brand. 4.2 Custom Products: Products manufactured by Company specifically for Distributor, bearing Distributor's proprietary brand name, logos, and utilizing a unique design and/or colorway.

5. PRICING AND PAYMENT TERMS 5.1 Pricing & Payment for BOLD Products: Distributor will be provided access to a dedicated B2B web portal/shop to order BOLD Products. Due to fluctuating market conditions and tariffs, pricing for BOLD Products is subject to change and will be updated on the portal based on current market rates. Payment for BOLD Products shall be made via [Select: Cash Up Front / Net 30 days from date of invoice], subject to Company's credit approval. 5.2 Pricing & Payment for Custom Products: Pricing for Custom Products will be provided as a Quoted Price based on manufacturing costs at the time of the order. Once an order is confirmed, the Quoted Price is locked in. Payment shall be strictly scheduled as follows:

Fifty percent (50%) of the total invoice is due upfront at the time the order is placed. Manufacturing will not commence until this deposit is received.

The remaining fifty percent (50%) balance is due upon the product’s arrival at the designated delivery port/warehouse.

6. SALES CHANNELS & E-COMMERCE RESTRICTIONS 6.1 Authorized E-Commerce: Distributor is authorized to market and sell both BOLD Products and Custom Products through Distributor’s own proprietary, company-owned e-commerce website(s). 6.2 Third-Party Marketplace Restriction (BOLD Products): To protect brand integrity, Distributor is strictly prohibited from listing or selling BOLD Products on any national or global third-party e-commerce marketplaces (e.g., Amazon, eBay, Walmart.com). 6.3 Exemption for Custom Products: Distributor retains full autonomy to sell their uniquely branded Custom Products on Amazon, eBay, or any other third-party marketplace.

7. SHIPPING, DELIVERY, AND LOST FREIGHT 7.1 Delivery Timelines:

(a) BOLD Products: Standard shipping is estimated at seven (7) to ten (10) business days from the date of order confirmation, subject to inventory availability.

(b) Custom Products: Standard delivery is estimated at one hundred twenty (120) to one hundred fifty (150) days from the date of order confirmation and receipt of the upfront deposit.

7.2 Lost Shipments: Company will insure all shipments. In the event a shipment is lost in transit due to factors outside of Company’s control, Company will make all reasonable attempts to remedy the situation directly with the freight forwarder; however, Company cannot guarantee a specific outcome. Should the goods be entirely unrecoverable, Company’s liability to the Distributor is strictly limited to the refund or credit of the initial fifty percent (50%) down payment. Company shall not be liable for the full value of the unrecoverable goods, lost profits, or indirect damages.

8. LIABILITY AND COMPLETE INDEMNIFICATION 8.1 Transfer of Liability: Risk of loss and liability for the Products shall transfer to the Distributor upon the Products' delivery to the designated port or Distributor's warehouse (or upon purchase, if picked up directly). 8.2 Complete Hold Harmless & Indemnification: Distributor agrees to fully indemnify, defend, and hold harmless BOLD LLC, its officers, employees, and agents from and against any and all claims, liabilities, damages, lawsuits, and expenses (including legal fees) arising from the use, sale, distribution, proper handling, mishandling, alteration, or misuse of any Products sold under this Agreement. 8.3 Custom Product Liability: Distributor acknowledges that BOLD acts solely as a manufacturer for Custom Products based on the Distributor's specifications. Therefore, BOLD assumes zero liability regarding the integrity, safety, efficacy, or intellectual property compliance of the Custom Product design. Distributor assumes total and absolute liability for Custom Products once purchased.

9. WARRANTIES AND CLAIMS PROCESS 9.1 Manufacturing Defect Warranty: Company warrants that, upon delivery, the Products will be free from physical manufacturing defects. 9.2 Warranty Claims Procedure: Any claim under this warranty must be submitted to BOLD in writing within [e.g., fourteen (14) days] of discovering the defect. The written claim must be accompanied by comprehensive evidence, including but not limited to high-resolution photographs, order numbers, and, if requested by BOLD, the return of the physical defective product for inspection. 9.3 Discretion and Resolution: BOLD reserves the right, in its sole and absolute discretion, to determine whether a valid manufacturing defect exists. Should a claim be approved, BOLD's sole obligation, and its exclusive remedy to the Distributor, shall be either: (a) issuing a credit for the defective products, or (b) providing replacement products. The choice of remedy (credit or replacement) belongs entirely to BOLD.

10. INTELLECTUAL PROPERTY PROTECTION 10.1 BOLD Intellectual Property: Company retains all right, title, and interest in and to the BOLD brand, trademarks, logos, marketing materials, and product designs. Distributor agrees not to register, attempt to register, or infringe upon any of BOLD's Intellectual Property anywhere in the world. 10.2 Custom Product Intellectual Property: Distributor retains all right, title, and interest in and to their proprietary brand name, logos, and unique custom designs applied to Custom Products. Distributor represents and warrants that their custom designs do not infringe upon the intellectual property rights of any third party.

11. COMPLIANCE WITH LAWS Distributor is solely responsible for ensuring that its marketing, sale, distribution, and use of the Products comply with all applicable local, state, federal, and international laws, regulations, and industry standards, including but not limited to occupational health and safety regulations (e.g., OSHA standards) relevant to the Territory in which the Products are sold.

12. FORCE MAJEURE Neither party shall be held liable for any delay or failure in performance under this Agreement (excluding payment obligations) resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, pandemics, strikes, shipping/port embargoes, international tariff disputes, or acts of God.

13. DISPUTE RESOLUTION AND GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. In the event of a dispute, the parties agree to first attempt to resolve the matter amicably. If unresolved, disputes shall be submitted to binding mediation/arbitration in Colorado before seeking formal litigation.

14. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect as if the invalid provision had never been included.