Retailer Terms of Service

1. Scope and Applicability

These Retailer Terms of Service ("Retailer Terms") supplement the general ActiPatch^® Terms of Service and govern your access to the ActiPatch^® B2B retailer portal, wholesale ordering, inventory management, and related services (collectively, the "Retailer Services") offered by Electrome Corporation ("Electrome," "we," "us"). To the extent these Retailer Terms conflict with the general Terms of Service, these Retailer Terms control with respect to the Retailer Services.

By creating a retailer account, you represent and warrant that you meet all eligibility requirements in Section 2 and that you accept these Retailer Terms, the general Terms of Service, and the Retailer Privacy Policy.

2. Eligibility

• You must be a legally formed business entity (corporation, LLC, partnership, or sole proprietorship) authorized to conduct business in your jurisdiction.
• You must provide accurate business registration information, including legal business name, contact person, email, and phone number.
• Pharmacies, clinics, and healthcare retailers must hold all licenses required by their state and federal regulators to resell over-the-counter (OTC) medical devices.
• You represent that the individual creating the account has authority to bind the business to these Retailer Terms.
• Electrome reserves the right to verify your business credentials and may request additional documentation (business license, resale certificate, EIN verification) before activating wholesale pricing.

3. Account Activation and Tiers

Upon submission of your application, your retailer account enters a review period. Electrome evaluates applications based on business type, estimated monthly volume, and territory. Approved retailers are assigned to one of the following tiers:

• Self‑Serve: Standard wholesale pricing, self‑service ordering through the B2B portal.
• Mid‑Market: Volume‑based pricing, net‑30 terms available upon credit approval, and dedicated account support.
• Enterprise: Custom pricing, extended net terms, dedicated account manager, and co‑marketing support. Enterprise accounts are routed directly to our sales team.

High‑volume applicants (2,000+ units/month) and distributors are automatically routed to enterprise sales for custom terms.

4. Ordering and Fulfillment

• Minimum Orders. Minimum order quantities and values are displayed in the B2B portal and may vary by product and retailer tier.
• Pricing. Wholesale prices are exclusive of applicable taxes, shipping, and duties. Prices are subject to change with 30 days' written notice; existing confirmed orders are honored at the price in effect at the time of order confirmation.
• Drop‑Ship. Drop‑ship fulfillment is available for eligible retailers. Drop‑shipped orders are fulfilled by Electrome or its authorized fulfillment partners directly to your end customers.
• Shipping. Standard shipping within the continental United States is included for qualifying order values. Expedited shipping and international shipping are available at additional cost.
• Order Confirmation. All orders are subject to acceptance by Electrome. We reserve the right to limit quantities, refuse orders, or cancel orders where pricing errors occur, subject to refund of any amounts paid.

5. Payment Terms

Prepaid Orders. Self‑Serve accounts pay at the time of order via credit card or ACH, processed through Stripe or Shopify.

Net Terms. Qualified Mid‑Market and Enterprise accounts may apply for net‑30 payment terms, subject to credit approval. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Electrome may suspend ordering privileges for accounts with payments overdue by more than 15 days.

Taxes. You are responsible for collecting and remitting all applicable sales, use, and excise taxes on products sold to your end customers. If you hold a valid resale exemption certificate, provide it at account setup to avoid being charged tax on wholesale purchases.

6. Product Handling and Compliance

• Storage. You agree to store ActiPatch^® and prescription-only post-operative care products in accordance with the storage conditions specified on the product packaging (room temperature, away from moisture and extreme heat).
• Labeling. You may not alter, obscure, or remove any FDA‑required labeling, UPC codes, lot numbers, or expiration dates from ActiPatch^® products.
• Recalls. In the event of a product recall, you agree to cooperate promptly with Electrome, cease selling affected products, and assist in consumer notification as directed.
• Authorized Channels. You may resell ActiPatch^® products only through your approved retail channels. Selling on unauthorized third‑party marketplaces (including, without limitation, Amazon, eBay, or Walmart Marketplace) without prior written authorization from Electrome is prohibited.
• Prescription Device Restrictions. The prescription-only device for post-operative care is a prescription‑only device. If your business model includes prescription fulfillment, you must hold all required pharmacy or durable medical equipment (DME) licenses. You may not sell the prescription-only device for post-operative care without a valid prescription.

7. Returns and Warranty

• Defective Product. Electrome will replace or credit defective product reported within 30 days of delivery, subject to inspection and verification.
• Non‑Defective Returns. Non‑defective wholesale returns require prior written authorization (RMA) and are subject to a restocking fee of up to 15%. Product must be in original, unopened, resalable condition.
• End‑Consumer Returns. You are responsible for handling returns from your own customers in accordance with your published return policy. Electrome's wholesale return policy applies only to your purchases from Electrome.

8. Intellectual Property and Brand Usage

"ActiPatch^®," the ActiPatch^® logo, "Electrome," "ActiPatch^®," and related marks are trademarks of Electrome Corporation or its licensors. You receive a limited, revocable, non‑exclusive license to use approved ActiPatch^® brand materials in connection with the authorized resale of ActiPatch^® products. You may not modify brand assets, create derivative works, or use ActiPatch^® marks in a manner that implies Electrome endorsement of your business beyond the authorized retail relationship.

9. Confidentiality

Wholesale pricing, volume tiers, net terms, sales data, and any proprietary business information shared through the Retailer Services are confidential. You agree not to disclose confidential information to competitors or any unauthorized third party. This obligation survives termination of your retailer account.

10. Prohibited Conduct

You agree not to:

• Resell ActiPatch^® products below the Minimum Advertised Price ("MAP") established by Electrome, if a MAP policy is in effect
• Sell or distribute ActiPatch^® products through unauthorized channels or territories
• Make medical claims, efficacy guarantees, or representations beyond the FDA‑cleared labeling
• Remove, alter, or obscure product labeling, lot codes, or regulatory markings
• Purchase products for personal use under wholesale pricing
• Assign or transfer your retailer account without prior written consent from Electrome

11. Disclaimer of Warranties

Except for the limited product warranty included with each device and any express warranties in a signed supply agreement, the Retailer Services and products are provided "AS IS." Electrome disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non‑infringement.

12. Limitation of Liability

To the maximum extent permitted by law, Electrome shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Retailer Services or resale of ActiPatch^® products, including without limitation lost profits, business interruption, or inventory losses. Electrome's aggregate liability for any claim arising under these Retailer Terms shall not exceed the wholesale value of products purchased by you in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify and hold harmless Electrome and its officers, directors, employees, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your resale or distribution of ActiPatch^® products, (b) your breach of these Retailer Terms, (c) your violation of applicable law or regulation, (d) claims by your end customers related to your sales practices, or (e) any third‑party claim arising from your promotional activities.

14. Term and Termination

• Your retailer account remains active until terminated by either party.
• You may terminate your account at any time by contacting bioelectrictherapy@electrome.com.
• Electrome may suspend or terminate your account immediately for violation of these Retailer Terms or applicable law, or without cause with 30 days' written notice.
• Upon termination, outstanding invoices remain due and payable. Open net‑term balances become immediately due upon termination for cause.

15. Governing Law and Dispute Resolution

These Retailer Terms are governed by the laws of the State of California, without regard to conflict‑of‑law principles. Any dispute shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and you consent to personal jurisdiction there.

16. Modifications

We may update these Retailer Terms from time to time. Material changes will be communicated by email and through the retailer portal at least fourteen (14) days before they take effect. Continued use of the Retailer Services after the effective date constitutes acceptance.

17. Contact

Electrome Corporation
B2B Sales & Operations
200 N Vineyard Blvd
Ste. A325 # 5743
Honolulu, HI 96817
Phone: (808) 300-5703
Email: bioelectrictherapy@electrome.com · General: bioelectrictherapy@electrome.com