Wholesale Purchase Agreement

WHEREAS, Sonyeon is in the business of designing and selling the Merchandise, which shall mean any good that is identified in Schedule 1, and as it may be revised from time to time; and

WHEREAS, Buyer is in the business of reselling goods;

WHEREAS, Sonyeon desires to sell the Merchandise to Buyer under the terms and conditions of this Agreement; and

WHEREAS, Buyer desires to purchase the Merchandise from Sonyeon and resell the Merchandise to customers, subject to the terms and conditions of this Agreement,

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Agreement to Purchase and Sell Merchandise.

Terms of Sale; Orders. Sonyeon shall make available and sell Merchandise to Buyer at the prices under Section 1.2, and on the terms and conditions set out in this Agreement. Additionally, by purchasing the Merchandise, Buyer agrees to conform to all quality standards established by Sonyeon for its Buyers.
Price. The prices for Merchandise sold under this Agreement shall be as per Sonyeon’s then-current wholesale price list attached hereto as Schedule 1. Sonyeon may change its wholesale prices upon no less than five (5) days prior written notice to Buyer. In addition:

all prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer under this Agreement;
Buyer is responsible for all shipping and insurance charges, costs, and taxes; and
Buyer shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 5% per month or the highest rate permissible under applicable law.

Payment Terms. Sonyeon shall issue periodic invoices to Buyer for all Merchandise ordered. Buyer shall pay a deposit of fifty (50%) of the invoiced amount within ten (10) business days after Buyer’s receipt of such invoice (“Deposit”). Buyer shall pay the remaining fifty percent (50%) of the invoiced amount within thirty (30) days of Buyer’s receipt of the Merchandise. Sonyeon will not fulfill the order until the Deposit is made and may withhold fulfillment of Buyer’s additional purchase orders until past due payments, including any finance charges, are received in full.
Payment Method. Buyer shall make all payments in US dollars by check, wire transfer, or automated clearing house, or any other payment methods mutually agreed upon. Sonyeon shall deliver payment instructions to Buyer along with the invoice.
Availability/Changes in Merchandise. Sonyeon may, in its sole discretion, add or make changes to Merchandise, or remove Merchandise from Schedule 1 on at least a five (5) day written notice to Buyer, in each case, without obligation to modify or change any Merchandise previously delivered or to supply new Merchandise meeting earlier specifications.

Orders Procedure.

Orders. Buyer shall issue all purchase orders to Sonyeon in written form via written or digital form, which set forth the following terms:

the listed Merchandise to be purchased, including SKU;
the quantities ordered; and
the requested delivery date.

The requested delivery date shall be mutually agreed upon and may be subject to express shipping charges (to be paid by Buyer). Purchase orders shall be filled at Sonyeon’s discretion. All orders are processed subject to availability.

Order Minimums. Sonyeon shall not accept orders that amount to less than $2,000 or to an amount mutually agreed upon.
Sonyeon’s Right to Accept or Reject Orders. Sonyeon may, in its sole discretion, accept or reject any order. Sonyeon may accept any order by confirming the order (whether by written confirmation, invoice, or otherwise) or by delivering the Merchandise, whichever occurs first. If Sonyeon does not accept the order under the terms of this Section 2.3 within fourteen (14) days of Sonyeon’s receipt of the order, the order will lapse. No order is binding on Sonyeon unless accepted by Sonyeon as provided in this Agreement.

Shipment and Delivery.

Shipment and Delivery. Unless expressly agreed to by the Parties in writing, Sonyeon shall:

Select the method of shipment of and the carrier for the Merchandise. Sonyeon may, in its sole discretion, without liability or penalty, make partial shipments of Merchandise, each of which constitutes a separate sale and Buyer shall pay for the units shipped.
Deliver the Merchandise to the location requested by Buyer using Sonyeon’s or manufacturer’s standard methods for packaging and shipping. All prices are FOB origin. Buyer shall be responsible for all Merchandise shipping and handling expenses, including, customs clearance, import and export fees, freight risks and insurance, and Buyer may be required to act as the importer of record for international shipments. The risk of loss shifts to Buyer after Sonyeon delivers the Merchandise to the common carrier for shipment.
Any time quoted for delivery is an estimate only.

Inspection and Acceptance of Merchandise. Buyer shall inspect Merchandise received under this Agreement. On the fifth day after delivery of the Merchandise, Buyer shall be deemed to have accepted the Merchandise unless it earlier notifies Sonyeon in writing and furnishes written evidence or other documentation as required by Sonyeon that the Merchandise:

is damaged, defective, or otherwise do not conform to the SKU listed in the applicable purchase order; or
was delivered to Buyer as a result of Sonyeon’s error.

If Buyer notifies Sonyeon pursuant to this Section 3.2, then Sonyeon shall determine, in its sole discretion, whether to replace the Merchandise or refund or credit the price for the Merchandise.

Buyer shall ship at its expense and risk of loss, all Merchandise in its original condition to be returned or replaced under this Section 3.2 to the location requested by Sonyeon. If Sonyeon exercises its option to replace the Merchandise, Sonyeon shall, after receiving Buyer’s shipment of the Merchandise under this provision, ship to Buyer, at Buyer’s expense and risk of loss, the replacement Merchandise to the location requested by Buyer.

Resale Prices. Buyer’s resale prices shall not be more than 200% of the Sonyeon’s wholesale prices.
Term; Termination.

Term. The term of this Agreement commences on the date set out in the preamble of this Agreement and terminates on __________, and shall thereafter renew for additional successive one (1) month terms unless and until either Party provides notice of nonrenewal at least fourteen (14) days before the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law (the “Term”). If either Party provides timely notice of its intent not to renew this Agreement, then unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the then-current Term.
Termination Rights. Notwithstanding anything to the contrary in this Agreement, either Party may terminate this Agreement, for any or no reason, at any time upon written notice to the other Party, and said termination shall become effective thirty (30) days following the delivery of such notice, except where a shorter period is provided for in this Agreement. In addition to any remedies that may be provided in this Agreement, Sonyeon may immediately terminate this Agreement (including all related purchase orders), upon notice to Buyer if Buyer:

fails to pay any amount when due under this Agreement;
is in breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within ten (10) days following Sonyeon's receipt of notice of such breach;
if Buyer:

becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts;
makes or seeks to make a general assignment for the benefit of its creditors; or
applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement:

All related purchase orders are automatically terminated; and
Buyer shall promptly return or destroy (pursuant to Sonyeon’s instructions) all:

documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Confidential Information; and
products that Sonyeon provided to Buyer that are not intended for resale.

Confidential Information.

All non-public, confidential or proprietary information of Sonyeon, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Sonyeon to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Sonyeon in writing. Upon Sonyeon’s request, Buyer shall promptly return all documents and other materials received from Sonyeon. Sonyeon shall be entitled to injunctive relief for any violation of this Section 6. This Section 6 shall not apply to information that is:

in the public domain;
known to Buyer at the time of disclosure; or
rightfully obtained by Buyer on a non-confidential basis from a third party.

Intellectual Property. All of the designs, trademarks, images and content and any materials made available by Sonyeon are the sole property of Sonyeon. The designs, trademarks, images and content are protected by intellectual property law and may not be reproduced by Buyer in any form without the express written consent of Sonyeon. Buyer shall not use, reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of Sonyeon.
Limited Product Warranty; Disclaimer.

Sonyeon warrants that the Merchandise is free from defects in material and workmanship under normal use and service with proper maintenance for three (3) months. The term for such warranties shall begin upon Buyer’s receipt of the Merchandise. Buyer shall promptly notify Sonyeon of any known warranty claims and shall cooperate in the investigation of such claims. If any piece of Merchandise is proven to not conform with this warranty during the applicable warranty period, Sonyeon shall, at its exclusive option, either repair or replace the Merchandise or refund the purchase price paid by Buyer for each non-conforming piece of Merchandise.
Sonyeon shall have no obligation under the warranty set forth above if Buyer:

fails to notify Sonyeon in writing during the warranty period of a non-conformity; or
uses, misuses, or neglects the Merchandise in a manner inconsistent with the Merchandise’s specifications or use or maintenance directions, modifies the Merchandise or improperly handles the Merchandise.

EXCEPT FOR THE WARRANTIES SET OUT UNDER SECTION 8, NEITHER SONYEON NOR ANY PERSON ON SONYEON’S BEHALF HAS MADE OR MAKES FOR BUYER’S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SONYEON, OR ANY OTHER PERSON ON SONYEON’S BEHALF.

Indemnification. Subject to the terms and conditions of this Agreement, Buyer shall indemnify, hold harmless, and defend Sonyeon and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, relating to any claim of a third party or Sonyeon arising out of or occurring in connection with this Agreement.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SONYEON SHALL NOT BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT OR INTELLECTUAL PROPERTY INFRINGEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) 6, 7, 8, 9 and 10 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section 13). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified, registered mail or e-mail (in each case, return receipt requested and postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section 13.

Notice to Sonyeon:	411 5th St, Unit B Palisades Park, NJ 07650
	Attention: Eugene Lee, Founder info@sonyeon.com

Severability. If any provision of this Agreement shall be ruled unenforceable, then the remainder shall be enforced to the extent permissible.
Amendments. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Choice of Law. This Agreement and all matters arising out of or relating to this Agreement are governed by the laws of New York, without giving effect to any conflict of laws provisions thereof. Either Party may institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in New York, NY, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding. In any action between the parties arising hereunder, the prevailing Party shall be entitled to recovery of attorney’s fees and court costs.
Buyer-Seller Relationship. The relationship created by this Agreement is solely a buyer-seller relationship. This Agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 19, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Buyer to make payments to Sonyeon hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fourteen consecutive days following written notice given by it under this Section 20, the other Party may thereafter terminate this Agreement upon seven (7) days’ written notice.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.