Wholesale Terms & Conditions

SomniFix International LLC — Wholesale Program

Last updated: May 20, 2026

These Wholesale Terms & Conditions (the "Agreement") govern the purchase and resale of SomniFix products by businesses, healthcare professionals, and authorized resellers (each, a "Buyer" or "you") from SomniFix International LLC, a Delaware limited liability company with offices at 5425 Wisconsin Avenue, Suite 600, Chevy Chase, MD 20815 ("SomniFix," "we," "us," or "our"). By creating a wholesale account on pros.somnifix.com (the "Wholesale Store"), submitting a purchase order, or accepting delivery of SomniFix products, you agree to be bound by this Agreement.

This Agreement, together with the Shipping & Returns Policy, Privacy Policy, and any order-specific terms accepted at checkout, constitutes the entire agreement between you and SomniFix with respect to the Wholesale Store and supersedes any prior or contemporaneous understandings.

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1. Eligibility and Account Setup

1.1 B2B Only. The Wholesale Store is for purchase and resale by businesses, licensed healthcare professionals, and authorized institutional buyers. It is not for consumer use. By creating an account, you represent and warrant that you are purchasing SomniFix products for resale, professional dispensing, or business use — not for personal consumption.

1.2 Account Approval. All wholesale accounts are subject to approval by SomniFix in our sole discretion. We may require documentation including, without limitation: business license, resale or tax-exemption certificate, employer identification number (EIN), and where applicable, professional credentials (NPI, state professional license).

1.3 Authorized Users. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at wholesale@somnifix.com of any unauthorized use.

1.4 Accurate Information. You agree to provide and maintain accurate, current, and complete account information. SomniFix may suspend or terminate accounts containing materially inaccurate information.

2. Orders and Acceptance

2.1 How Orders Are Placed. Orders are submitted through the Wholesale Store or by such other method as SomniFix may approve in writing.

2.2 Order Acceptance. All orders are deemed offers to purchase and are not binding on SomniFix until accepted by us. We reserve the right to accept, decline, or modify any order in whole or in part, including for reasons of inventory availability, pricing error, suspected fraud, account standing, or violation of this Agreement.

2.3 Minimum Order Value. The minimum order value is $60 USD per order (excluding shipping and applicable taxes). Orders below this threshold will not be processed. [Note from drafter: a low opening minimum maximizes account onboarding but compresses margin on small orders; consider raising the reorder minimum once accounts are established.]

2.4 Order Confirmation and Changes. You will receive an order confirmation by email once your order is accepted. Order modifications or cancellations must be requested at wholesale@somnifix.com before shipment (see Shipping & Returns Policy). Once an order is handed to the carrier, it cannot be modified or cancelled.

2.5 Inventory and Backorders. Product availability is not guaranteed. If a product becomes unavailable after order acceptance, SomniFix may, at its option, (a) ship the available portion of the order and cancel the balance, (b) substitute a comparable product with your consent, or (c) backorder the unavailable product with your consent.

3. Pricing

3.1 Wholesale Prices. Wholesale prices are as published on the Wholesale Store at the time of order acceptance and are exclusive of shipping, duties, and applicable taxes. SomniFix reserves the right to change wholesale prices at any time, provided that price changes will not apply retroactively to accepted orders.

3.2 Promotional Pricing. Promotional or volume discount pricing, where offered, is subject to the specific terms of the promotion. SomniFix may modify or discontinue promotions at any time without notice.

3.3 Taxes. You are responsible for all sales, use, value-added, excise, and similar taxes arising from your purchase, except for taxes imposed on SomniFix's net income. You must provide a valid resale or tax-exemption certificate at account setup if claiming exemption.

4. Payment Terms

4.1 Default: Prepayment. All new wholesale accounts are on prepayment terms. Payment by credit card or ACH bank transfer is required before SomniFix will accept and fulfill any order.

4.2 Net 30 Terms (Approved Partners). Net 30 payment terms are available to approved wholesale partners on individual orders of $2,000 USD or more. To apply for Net 30 terms, complete the wholesale credit application and provide three trade references. Approval is granted at SomniFix's sole discretion based on order history, account standing, and business references.

4.3 Net 30 Defined. "Net 30" means full payment is due within thirty (30) calendar days of the invoice date. Payment must be received — not initiated — within the term.

4.4 Late Payment. Past-due amounts accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, from the original due date until paid in full. SomniFix may suspend Net 30 privileges, hold pending shipments, or require return to prepayment terms following any late payment.

4.5 Collections. You agree to pay all reasonable costs of collection, including attorneys' fees and court costs, incurred by SomniFix in collecting past-due amounts.

4.6 Currency. All prices and payments are in United States dollars (USD), except where the Wholesale Store displays an alternate currency at checkout.

4.7 No Set-Off. You may not set off, deduct, or withhold any amount owed to SomniFix against any claim you may have against SomniFix.

5. Shipping, Title, and Risk of Loss

5.1 Shipping Terms. Shipping is governed by the Shipping & Returns Policy, which is incorporated into this Agreement by reference.

5.2 Title and Risk of Loss. Title to and risk of loss of products pass to Buyer upon transfer of the products to the carrier at SomniFix's warehouse (FOB Origin — Sterling, Virginia).

5.3 Reservation of Security Interest. Notwithstanding Section 5.2, SomniFix retains a purchase-money security interest in all products sold on Net 30 terms until the invoice for those products is paid in full. Buyer authorizes SomniFix to file UCC financing statements to perfect this interest. [LEGAL REVIEW — confirm whether to retain this clause; standard in commercial sales but adds administrative overhead.]

5.4 Carrier Claims. Damage, loss, and lost-in-transit claims are filed by Buyer directly with the carrier, as set out in the Shipping & Returns Policy.

6. Returns and Limited Warranty

6.1 All Sales Final. Except as expressly set forth in this Section 6, all wholesale sales are final. SomniFix does not accept returns for change of mind, overstock, end-of-season, or other reasons of convenience.

6.2 Defective or Incorrect Product. Verified defective or incorrect items are eligible for replacement only when reported within 7 business days of delivery in accordance with the Shipping & Returns Policy. Replacement is Buyer's sole and exclusive remedy for defective or incorrect product.

6.3 Limited Product Warranty. SomniFix warrants that the products, at the time of shipment, (a) conform in all material respects to the published product specifications and (b) are free from material defects in manufacturing. This warranty is void with respect to any product that has been opened, altered, mishandled, improperly stored, used contrary to its labeling, or repackaged.

6.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 6.3, SOMNIFIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6.5 EU and UK Statutory Rights. Nothing in this Agreement limits any non-waivable statutory rights you may have under your local commercial sale-of-goods laws (e.g., for defective product). The EU Consumer Rights Directive 14-day right of withdrawal does not apply to B2B transactions.

7. FDA Compliance and Product Claims

7.1 Class II Medical Device. SomniFix products are FDA-cleared Class II medical devices. Buyer acknowledges that the products are subject to ongoing regulatory oversight in the United States and corresponding requirements in other jurisdictions.

7.2 Permitted Claims. Buyer may make only those claims about SomniFix products that are (a) explicitly authorized in writing by SomniFix or (b) consistent with SomniFix's published marketing materials, product packaging, and Instructions for Use (IFU). Buyer shall not make any unauthorized therapeutic, diagnostic, curative, or off-label claims regarding the products.

7.3 Adverse Event Reporting. Buyer shall notify SomniFix promptly (and no later than two (2) business days) of any actual or alleged adverse event, product complaint, malfunction, or regulatory inquiry involving SomniFix products, and shall reasonably cooperate with SomniFix's investigation and any required regulatory reporting (e.g., FDA MedWatch reporting under 21 CFR 803).

7.4 Product Labeling and IFU. Buyer shall not alter, deface, remove, or repackage SomniFix product labeling, IFU, or carton markings. Lot numbers and expiration dates must remain intact and visible.

7.5 Regulatory Compliance in Buyer's Jurisdiction. Buyer is solely responsible for ensuring that SomniFix products may be lawfully imported, distributed, dispensed, and sold in Buyer's jurisdiction, and for complying with all applicable medical device, advertising, healthcare, and consumer protection laws.

8. Trademark, Brand Use, and Marketing

8.1 Limited Trademark License. Subject to this Agreement, SomniFix grants Buyer a limited, non-exclusive, non-transferable, revocable license to use SomniFix's trademarks, logos, product names, and approved marketing assets ("SomniFix Marks") solely for the purpose of advertising and reselling genuine SomniFix products purchased through the Wholesale Store. All goodwill arising from Buyer's use of the SomniFix Marks inures to SomniFix's benefit.

8.2 Brand Standards. Buyer shall use the SomniFix Marks only in the form and manner specified in SomniFix's Brand Guidelines, as updated from time to time. Buyer shall not modify, distort, or combine the SomniFix Marks with other marks or designs without SomniFix's prior written consent.

8.3 Approved Imagery and Copy. Buyer may use SomniFix-provided product images, descriptions, and approved marketing copy. Buyer shall not (a) create derivative product imagery, (b) use unauthorized clinical or efficacy claims, or (c) imply endorsement by SomniFix beyond Buyer's authorized reseller status.

8.4 Domain Names and Paid Search. Buyer shall not (a) register domain names containing "SomniFix" or confusingly similar terms, (b) bid on SomniFix-branded keywords in paid search advertising, or (c) use SomniFix trademarks in URL slugs or hidden metadata in a manner that could divert consumer traffic.

9. Minimum Advertised Price (MAP) Policy

9.1 MAP Defined. "MAP" is the Minimum Advertised Price set by SomniFix from time to time for each product. The current MAP schedule is available in the Wholesale Store dashboard.

9.2 MAP Compliance. Buyer shall not advertise SomniFix products at prices lower than MAP through any channel, including website, online marketplace, email, social media, paid advertising, print, broadcast, or in-store signage.

9.3 What MAP Does Not Restrict. MAP applies only to advertised price. Buyer remains free to sell SomniFix products to end customers at any price below MAP, provided that the below-MAP price is communicated only at point of sale (e.g., in cart, after add-to-cart, or via private quote) and is not publicly advertised. Buyer may also offer (a) in-cart discounts not displayed on product listings and (b) consumer-side coupons not promoted in association with SomniFix Marks.

9.4 Unilateral Policy. This MAP policy is established and enforced by SomniFix unilaterally. SomniFix does not seek agreement from Buyer regarding the actual prices at which Buyer sells SomniFix products. [LEGAL REVIEW — MAP enforcement must remain unilateral to satisfy Colgate doctrine antitrust safe harbor; counsel should review enforcement protocols.]

9.5 Enforcement. Violations of MAP may result in, at SomniFix's sole discretion: (a) written warning, (b) suspension of wholesale account, (c) revocation of authorized reseller status, (d) loss of promotional pricing or Net 30 privileges, and/or (e) termination of this Agreement.

10. Channel Restrictions and Authorized Reseller Status

10.1 Authorized Resale Channels. Buyer may resell SomniFix products only through (a) Buyer's own brick-and-mortar location(s) and (b) Buyer's own owned-and-operated website disclosed in Buyer's wholesale application.

10.2 Prohibited Marketplaces. Resale of SomniFix products on the following marketplaces is strictly prohibited under any circumstances and is not subject to authorization, approval, or waiver: Amazon, Walmart (including Walmart.com and Walmart Marketplace), eBay, and Target.com (including Target Plus). SomniFix maintains its own first-party presence on these channels, and any Buyer resale through them — including via third-party seller accounts, drop-ship arrangements, brand registry violations, or unauthorized listings — constitutes a material breach of this Agreement and is grounds for immediate termination, account suspension, and pursuit of all available legal remedies.

10.3 Other Third-Party Marketplaces (Approval Required). Resale of SomniFix products on third-party marketplaces other than those listed in Section 10.2 — including but not limited to wellness-focused retailers, professional medical supply platforms, healthcare-specific marketplaces, and similar curated channels — is prohibited unless Buyer first receives written authorization from SomniFix. Authorization requests should be sent to wholesale@somnifix.com and must identify the specific platform, account, listings, and proposed pricing. Authorization, if granted, may be conditioned on specific channel, account, listing, pricing, and brand-presentation requirements, and may be revoked at any time.

10.4 Authorized Reseller Listing. SomniFix maintains a list of authorized resellers. SomniFix may list or remove Buyer at our sole discretion based on Buyer's compliance with this Agreement.

10.5 No Bundling, Tampering, or Repackaging. Buyer shall not bundle SomniFix products with other goods, repackage them, remove tamper-evident seals, alter lot numbers, or otherwise modify products in any way that affects their condition or traceability.

11. Confidentiality

11.1 Confidential Information. Each party may receive non-public business, technical, financial, customer, or product information from the other ("Confidential Information"). Wholesale pricing, the MAP schedule, sales data, product roadmaps, formulation details, and the existence and terms of this Agreement are SomniFix Confidential Information.

11.2 Obligations. The receiving party shall (a) use Confidential Information only as necessary to perform under this Agreement, (b) protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party except to employees and agents bound by similar confidentiality obligations.

11.3 Duration. Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets which are protected as long as they remain trade secrets under applicable law.

12. Indemnification

12.1 Buyer Indemnification. Buyer shall defend, indemnify, and hold harmless SomniFix, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Buyer's breach of this Agreement, (b) Buyer's unauthorized product claims or marketing statements, (c) Buyer's negligence or willful misconduct, (d) any modification, repackaging, or tampering with products by Buyer or its agents, or (e) Buyer's violation of applicable law in connection with the resale or dispensing of SomniFix products.

12.2 SomniFix Indemnification. SomniFix shall defend, indemnify, and hold harmless Buyer from third-party claims that genuine, unmodified SomniFix products, when used in accordance with their labeling and IFU, infringe a valid US patent or cause bodily injury due to a manufacturing defect — provided that Buyer (a) promptly notifies SomniFix of the claim, (b) gives SomniFix sole control of the defense and settlement, and (c) provides reasonable cooperation. SomniFix's indemnity obligations do not apply to claims arising from Buyer's modifications, unauthorized claims, off-label use promoted by Buyer, or combination of products with third-party goods.

13. Limitation of Liability

13.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap. EXCEPT FOR (A) BUYER'S PAYMENT OBLIGATIONS, (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, AND (C) BREACH OF CONFIDENTIALITY UNDER SECTION 11, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO SOMNIFIX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Allocation of Risk. The parties acknowledge that the limitations and exclusions in this Section 13 are a fundamental part of the bargain and that the prices and terms in this Agreement reflect this allocation of risk.

14. Term and Termination

14.1 Term. This Agreement begins on the date your wholesale account is approved and continues until terminated as set forth below.

14.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other.

14.3 Termination for Cause. SomniFix may suspend or terminate this Agreement and/or your wholesale account immediately upon written notice if Buyer (a) materially breaches this Agreement, (b) fails to pay any past-due amount within fifteen (15) days of written notice, (c) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors, (d) violates Sections 7 (FDA Compliance), 8 (Trademark), 9 (MAP), or 10 (Channels), or (e) engages in conduct that, in SomniFix's reasonable judgment, damages SomniFix's brand, reputation, or regulatory standing.

14.4 Effect of Termination. Upon termination, (a) all outstanding invoices become immediately due and payable; (b) Buyer's license to use the SomniFix Marks terminates; (c) Buyer shall cease all advertising and representations of authorized reseller status; (d) Buyer may sell remaining genuine inventory in the ordinary course for a period of sixty (60) days following termination, subject to continued compliance with Sections 7, 8, 9, and 10; and (e) all amounts paid for products not yet shipped will be refunded.

14.5 Survival. Sections 6.4 (Disclaimer), 7 (FDA Compliance), 11 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), 14.4 (Effect of Termination), 15 (Governing Law), and 16 (General) survive termination of this Agreement.

15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue. Any dispute arising out of or relating to this Agreement that is not resolved through good-faith negotiation shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. The parties consent to the personal jurisdiction of those courts and waive any objection to venue.

15.3 Equitable Relief. Notwithstanding Section 15.2, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce Sections 7, 8, 9, or 10.

15.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER THIS AGREEMENT.

15.5 Limitations Period. Any claim arising under this Agreement must be brought within one (1) year after the cause of action accrues, or be forever barred. [LEGAL REVIEW — Delaware permits parties to shorten the limitations period by contract; counsel should confirm enforceability for international buyers.]

16. General Provisions

16.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

16.2 Assignment. Buyer may not assign or transfer this Agreement, in whole or in part, without SomniFix's prior written consent. SomniFix may assign this Agreement freely, including in connection with a merger, acquisition, financing, or sale of assets.

16.3 Force Majeure. Neither party is liable for delays or failures in performance caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labor disruption, supply chain failure, carrier delay, or natural disaster.

16.4 Notices. All notices to SomniFix shall be sent to wholesale@somnifix.com with a copy to SomniFix International LLC, Attn: Legal, 5425 Wisconsin Avenue, Suite 600, Chevy Chase, MD 20815. Notices to Buyer shall be sent to the email and address on file in Buyer's wholesale account.

16.5 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. No waiver is effective unless in writing.

16.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

16.7 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and creates no rights in any third party.

16.8 Amendments. SomniFix may modify this Agreement from time to time by posting an updated version on the Wholesale Store. Material changes will be communicated to Buyer by email at least fifteen (15) days before they take effect. Buyer's continued use of the Wholesale Store after the effective date constitutes acceptance of the updated terms.

16.9 Entire Agreement. This Agreement, together with the Shipping & Returns Policy, Privacy Policy, MAP Schedule, and any signed wholesale account application, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.

16.10 Order of Precedence. In the event of a conflict, the documents governing the parties' relationship will be interpreted in the following order: (1) any individually negotiated and signed written agreement, (2) this Agreement, (3) the Shipping & Returns Policy, (4) the Privacy Policy, (5) order-specific terms accepted at checkout.

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Contact

Wholesale Support: wholesale@somnifix.com Legal Notices: legal@somnifix.com Address: SomniFix International LLC, 5425 Wisconsin Avenue, Suite 600, Chevy Chase, MD 20815, United States