This Wholesale Agreement (hereinafter, the “Agreement”), is made and entered into by and between
Ultaca LLC (hereinafter “Wholesaler”), and “Retailer” (hereinafter, “Retailer”). Retailer wishes to sell
and promote the products offered by the Wholesaler in their store.

Wholesaler and Retailer Responsibilities: Retailer must maintain a current business license certificate (or state
equivalent) on file and provide a copy along with Tax ID, to Wholesaler. Retailer must have either a functioning
URL that is owned by the entity applying for the wholesale account and/or a brick & mortar store proof (e.g., a
picture and physical address). Wholesaler will deliver inventory to the Retailer, as agreed. Wholesaler is not
involved in the actual transaction between the Retailer and the end customer. Retailer will be responsible for
providing exemplary customer service to all actual and potential customers, including taking reasonable
measures to respond to all customer inquiries. Wholesaler is not the agent of either the Retailer or the end

Representation of Product: Wholesaler retains all rights to all images of products provided and retains the right
to prohibit the use of any and all images provided. Retailer may not use any of the images contained within the
provided photos for any other purpose other than to gain sales. Retailer may not use any images provided in
any other medium than in or on the specified website, advertising materials or store without prior written
consent of Wholesaler. Retailer may not alter (e.g., crop, change background colors, add text) provided photos
other than to size appropriately for website and marketing materials. Retailer must describe the product in the
appropriate category and may not represent the product in other categories or for other uses, without prior
authorization from Wholesaler.

Storage of Product: Retailer agrees to store unopened products in a clean, smoke‐free location.

Minimum Order Requirements: Minimum first order is $200.00 (excluding shipping). Retailer is responsible for
all shipping fees. Note Cases may consist of Adicto Gotico ® neauvou gothique ® Www.RockOnAmerica.Live Merch ® Punch Schale Bowl® Any Combo of  *Any Mentioned /*Any Mentioned, or a combination of cases.

Case Quantity: 
Product Name / Quantity Per Case

*neauvou gothique 24
*Punch Schale Bowl 24

*Www.RockOnAmerica.Live 24

*Adicto Gotico 24

Combo Pak *Any Mentioned/ *Any Mentioned 24

Web Commerce: Wholesaler strictly prohibits reselling of all products on 3rd party sites (e.g. Amazon.com,
Ebay.com, Walmart.com etc.). No products purchased from Wholesaler shall be resold by Retailer through any
location other than Retailer’s URL or brick and mortar store unless prior written consent has been obtained
from Wholesaler. If Retailer resells via prohibited 3rd party, wholesaler and Retailer relationship will be
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Gianfrancesca LLC | 369 Brookline Dr. Savannah, GA. 31407 USA
Email: wholesale@gianfrancesca.com | Phone: 4802041492
Billing: At this time, the Wholesaler is not extending credit terms. All orders must be accompanied by payment
in full. You may order inventory from Wholesaler using credit card or PayPal payment.
Sales and Tax: Retailer agrees that it is the sole responsibility of Retailer to collect, report and remit all taxes to
the correct tax authority for all business transactions, sales or revenue stemming from the sales of the
Wholesaler’s products. Retailer further agrees that Wholesaler is not obligated to determine whether a sales
tax applies and is not responsible to collect, report or remit any tax information arising from any transaction
involving the images or photos provided.
Shipping: INVENTORY DEPENDENT. Demand for Gianfrancesca Custom Specialty Items are VERY high. We strive to have
all orders shipped within 5 business days but this could vary slightly depending on quantity ordered.
Errors, Returns and Warranty: Order errors and/or defects must be brought to Wholesaler’s attention within
five (5) business days of receipt of shipment by Retailer. Retailer will not send a knowingly defective product to
a customer. Wholesale sales are considered final. We will accept returns on undamaged products with a Return
Authorization Number (RAN). Returns up to 60 days from invoice will be charged a 20% restocking fee. We will
not accept returns without a RAN, or after 120 days from invoice. This policy includes order delivery refusals.
Please contact Customer Service at 480.204.1492 for more information or to obtain a RAN. We endeavor to
protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects
during the first 30 days after sale, we will work with you to find a resolution.
Use of Products: Products made and/or sold by Wholesaler are intended to be deterrents only and are not a
substitute for proper adult supervision. Wholesaler is not responsible for any damages or injury that may occur
from the use or misuse of products, and assume no liability or responsibility for damage or injury to persons,
pets or property arising from any use of any product, information, idea or instruction contained in the materials
Responsibility: Wholesaler is in no way responsible or liable for the success of the Retailer’s website or store,
the accuracy, or legality of its content and operation. Further, the Retailer has independently evaluated the
desirability of participating in the Wholesaler’s Wholesale Program and is not relying on any representation,
guarantee or statement other than set forth in this agreement.

Right to Modify: Wholesaler retains the right to modify this agreement at any time. Changes will not be
Severability: If any provisions or sections of this agreement shall be deemed unlawful, void or for any reason
unenforceable, then that provision or section shall be deemed severed from these terms and conditions and
shall not affect the validity and enforceability of any remaining provisions.
We are looking forward to working with you!

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