Vendor Verification Form

All sales made by Caraibes, LLC. to you CiRetaiIer") are governed by these Terms and Conditions Of Sale unless otherwise indicated by Caraibes, LLC in writing. Please read these Terms and Conditions thoroughly before submitting an application for a wholesale account. DO not submit the wholesale application unless you understand these Terms and Conditions and agree to abide by them. Caraibes, LLC reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. The failure of Caraibes, LLC to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right orprovision, You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions of sale must be filed within one (I) year after such claim or cause of action arose or be forever barred. The section titles in these terms and conditions of sale are for convenience only and have no legal or contractual effect. Caraibes, LLC shall not accept Retailers purchase orders unless and until Retailer consents to these Terms and Conditions Of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document supersede the terms and conditions of Retailer's purchase order(s) and will govern all transactions between Retailer and Caraibes, LLC. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Caraibes, LLC and Retailer. Either party, with 30-day written notice, can terminate wholesale relationship.

MANUFACTURER'S SUGGESTED RETAIL PRICE (MSRP)

Products purchased from Caraibes, LLC shall only be sold at a mark-up (maximum) or regular per unit of the wholesale price. In the event the Retailer chooses to place the products for sale at a discount, the Retailer shall not discount the products more than 25% below the original per unit price. Permission for special sale events beyond the 25% discount by the retailer must be requested in writing to Caraibes, LLC and approved in writing by Caraibes, LLC,

CHANGES TO PRICING & PRODUCTS

Prices and products are subject to change without notice. All merchandise will be shipped/delivered at the prices in effect at the time of order. Caraibes, LLC. reserves the right, at its sole discretion, to change ingredients, packaging and included documentation. All orders are subject to availability.

PRODUCT SHELF LIFE

All Caraibes, LLC. products have a shelf life printed on the packages from date of manufacture. Please do not sell after the shelf life date on the package.

PLACING AN ORDER

All orders are to be placed online via our website. You must provide Caraibes, LLC. with an email address you would like used as your sign in. An account will be created and a password will be provided. You will be prompted to change the password upon first sign in, You must pay for your order upfront and shipping may be charged dependent on the terms agree upon by both parties.

PAYMENT METHODS

Credit/Debit Cards

We accept credit card payments (preferred method) online via our website or over the phone. An account will be created for you on our website for you to place orders. COD is not accepted. Retailers agrees not to file a chargeback with their issuing bank and understand in doing so Retailer give Caraibes, LLC the right to take legal action toenforce these conditions. In the event Caraibes, LLC must seek legal action to enforce these conditions or collect a debt, defendant shall bear legal fees, costs and attorneys fees.

DELIVERY SHIPPING & LEAD TIMES

Lead time for first orders begins AFTER payment has been received. Future orders ill ship per the lead time specified.

Shipping

Caraibes, LLC uses UPS Ground shipping, FedEx, Crowley, and Tropical Shipping unless you specify/request a quicker or different method Of shipping. Please provide us with your shipping account number if you would like your shipping billed to your account. If no account number is provided, shipping will be billed to your invoice. All orders are delivered upon delivery to UPS or the Retailer's chosen shipping method.

Lead Times

Lead times vary based on order size. Caraibes, LLC. Will inform you of your lead time after your order.

SHIPPING ERRORS AND RETURNS

Order errors must be brought to Caraibes, LLC. Customer Service attention within forty-eight (48) hours of receipt of shipment. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to manufacturing defects within the first thirty (30) days, we will work with you to find a resolution. Caraibes, LLC. Shall not be liable for defects resulting from goods being stored or used where unsuitable environmental conditions prevail or which have been subject to abnormal degrees of temperature, humidity, light, strain or other treatment.

WEB COMMERCE

No products or goods purchased from or produced by Caraibes, LLC shall be resold by or through any on-line auction or online store (such as Ebay, Amazon or other similar sites) without the express, written authority of Caraibes, LLC. If the Retailer is planning to sell products produced by Caraibes LLC in an online marketplace/store, it

rnust be owned or operated by the entity applying for a Wholesale Account and listed on the Wholesale Application to be approved by Caraibes, LLC.

DISTRIBUTION

Any Retailer who wishes to distribute Caraibes, LLC goods and products to any entity for re-sale must require their customer to strictly adhere to these same Wholesale Account guidelines as set forth in this Wholesale Agreement, Any Wholesale Account who does not enforce these guidelines with their own re-sale customers will be subject to termination Of this agreement.

WARRANTY

Retailer agrees that Caraibes, LLC makes no warranty, express or implied, as to the merchantability Of Caraibes, LLC products. The Retailer also agrees that Caraibes, LLC is not liable for any misuse or misrepresentations of the goods by the Retailer or the final retail purchaser or consumer, and indemnifies Caraibes, LLC for any legal actions that emanate from such actions.

PRODUCT 'MAGES, COPYRIGHTS AND BRAND ASSETS

Caraibes, LLC will make available images and brand assets that you might require for your print and online presence by request. Any imagery you provide yourself must beapproved prior to use (please allow adequate lead-time for approval; one (I) week is recommended). All materials published on the Caraibes, LLC website, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Caraibes, LLC or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the United States copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. No material from this website or any website owned, operated, licensed, or controlled by Caraibes, LLC product packaging, or other promotional documentation may be altered, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without prior written approval, You acknowledge that you do not acquire any ownership rights by downloading, printing or reproducing and copyrighted material. The use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to Caraibes, LLC or the other designated owner of a posted mark, Retailer agrees not allege to consumers that they, nor their appointees manufactured theseproducts,

FORCE MAJEUR

Failure (in whole or in part) or delay on the part Of Retailer in the performance of any of the obligations imposed upon such Parties hereunder shall be excused and such Parties shall not be liable for damages or otherwise on account thereof, when such failure or delay is the direct or indirect result of any of the following which renders fulfillment impossible (each, a "Force Majeure Event"): acts of God, including, but not limited to, hurricanes, tornadoes, fire or flood, and malicious mischief, insurrection, riot, strikes, lockouts, boycotts, picketing, labor disturbance, public enemy, war (declared or undeclared), compliance with any governmental law, regulation, order, rule, recommendation, request or suggestion of government (foreign or domestic) acting under claim or color of authority.

GOVERNING LAW WAIVER OF JURY TRIAL AND ATTORNEYS FEES

This Agreement shall be governed and construed solely in accordance with the laws of the U.S. Virgin Islands. Any litigation arising in connection with this Agreement shall only be brought in the court of jurisdiction located in the U.S. Virgin Islands to the exclusion of courts of any other city, state or country.

In any civil action, counterclaim or proceeding, whether at law or in equity, which arises out of, concerns or relates to this Agreement, any transactions contemplated hereunder, the performance hereof or the relationship created hereby, whether sounding in contract, tort, strict liability or otherwise, trial shall be to a court and not to a jury. Each party hereby irrevocably waives any right (statutory, constitutional, common law or otherwise) it may have to a trial by jury. Any party may file an original counterpart or a copy of this Agreement with any court as written evidence of the waiver of the other party's rights to trial by jury. Each party has read and understands the effect of this jury waiver provision.

TERMINATION/BREACH

Either Party may terminate this Agreement by providing the other Party with thirty (30) days written notice. Should a Party commit or permit a breach of any of the material terms or conditions of this Agreement including, but not by way of limitation, a failure by a Party to execute its responsibility as set out in this Agreement, a Party is no longer in the business (or makes an assignment for the benefit of creditors, becomes subject to a bankruptcy proceeding, is subject to the appointment of a receiver, or admits in writing its inability to pay its debts as they become due) or where a Party acts or operates in such a way so as to disparage Caraibes, LLC, and Party fails to remedy same within seven (7) days after notice has been received by it requiring it to remedy such breach, then they shall be entitled to any of the following remedies: demand specific performance within thirty (30) days of such breach, (b) to refuse to accept the reservation in question, or (c) to terminate this Agreement with immediate effect and without further obligation.

In the event of termination, the Party must return any confidential information or any other documentation or material belonging to Caraibes, LLC.

CONFIDENTIALITY

Wholesale prices and pricelists of Caraibes, LLC products are confidential, and for the use of the Retailers only. Publishing, revealing or disseminating the wholesale pricing of Caraibes, LLC product line outside of the business Of the Retailer is strictly forbidden without prior written consent from Caraibes, LLC. Failure to preserve the confidentiality of Caraibes, LLC in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Retailer. At no time, now or in the future, can a Retailer attempt to recreate and/or produce any Caraibes, LLC products with similar ingredients or by a similar name. Caraibes, LLC reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.

**Please return this signed document with a copy Ofa Government Issued Identification **