Wholesale Terms & Conditions with MAP Policy

Last updated: October 12, 2025

These Terms govern wholesale applications, approvals, and ongoing purchases of SipLux™ products. By submitting a wholesale application or placing any wholesale order, you acknowledge that you have read, understood, and agree to these Terms.

Parties. SipLux™ is a registered DBA of DL Cooper Holdings, LLC, 342 N Queen St Rear, Lancaster, PA 17603 (“SipLux”). “Retailer” means the approved business or individual that purchases SipLux™ products for resale. “Territory” means the United States unless otherwise agreed in writing. “MAP” means Minimum Advertised Price.

1) Application and Approval

1.1 Retailer must submit a completed application and a valid resale certificate.
1.2 SipLux may approve, deny, suspend, or terminate a wholesale account at its discretion for policy violations, brand misuse, or late payment.

2) Payment Terms

2.1 Payment is due before shipment unless otherwise agreed in writing.
2.2 Accepted methods: credit card and ACH or wire. PayPal is not accepted.
2.3 Credit card payments incur a 3% processing fee. ACH is fee-free.
2.4 Net 30 terms may be offered after the first three orders, subject to approval.
2.5 Late invoices accrue 1.5% per month interest, or the maximum allowed by law.

3) Pricing, Taxes, and Compliance

3.1 Prices are subject to change without notice prior to order acceptance.
3.2 Retailer is responsible for applicable sales or use taxes and for maintaining required licenses and compliance in its jurisdictions.

4) Shipping, Title, and Risk of Loss

4.1 Typical lead time is 3 to 7 business days from Lancaster, Pennsylvania, unless otherwise stated on the invoice.
4.2 Shipping charges are added to the invoice. Retailer is responsible for shipping, customs, and import fees.
4.3 Title and risk of loss transfer to Retailer upon carrier pickup.

5) Inspection, Damages, and Returns

5.1 Retailer must inspect goods upon delivery.
5.2 Damages or discrepancies must be reported within 5 business days with photographs. SipLux will replace or credit verified issues within 10 business days of verification.
5.3 All other sales are final. Unsold merchandise is not eligible for return.
5.4 Failure to report within the time frame constitutes acceptance as delivered.

6) Approved Sales Channels

6.1 Retailer may sell only through channels approved in the application or later approved in writing.
6.2 Selling on third-party marketplaces, including Amazon, Walmart, and eBay, requires prior written approval.

7) Brand and Product Presentation

7.1 Use official SipLux™ product names, SKUs, descriptions, and images.
7.2 Do not bundle, repackage, private-label, or rename without written approval.
7.3 Maintain brand alignment with SipLux’s premium positioning.

8) Product Care Disclosures

8.1 Marketing must include key care notes: do not microwave, hand wash is recommended, handle like luxury glassware.

9) Confidentiality

9.1 Wholesale pricing, terms, and operating policies are confidential and may not be disclosed to third parties without written permission.

10) Intellectual Property

10.1 SipLux™ trademarks, logos, images, and materials may be used only to promote and sell authentic SipLux™ products and remain SipLux’s exclusive property.
10.2 No ownership or license is transferred other than a limited, revocable right to use approved assets for lawful promotion and sale of SipLux™ products.

11) Warranty Disclaimer and Limitation of Liability

11.1 Products are provided “as is,” without implied warranties of merchantability or fitness for a particular purpose to the fullest extent permitted by law.
11.2 SipLux is not liable for indirect, incidental, special, or consequential damages.
11.3 The total liability of SipLux for any claim will not exceed the amount paid by Retailer for the affected order.

12) Indemnification

12.1 Retailer will indemnify and hold harmless SipLux and its affiliates, officers, employees, and agents from claims, damages, liabilities, and costs, including reasonable attorneys’ fees, arising from Retailer’s sales, marketing, misuse, or non-compliance.

13) Termination

13.1 SipLux may terminate or suspend the account for policy violations, brand misrepresentation, or repeated late payments. Sections that by nature should survive will survive termination, including Sections 9 through 17.

14) MAP Policy

14.1 Covered products include all SipLux™ cups and accessories, including 300 ml and 420 ml cups and replacement components.
14.2 Minimum Advertised Prices: 300 ml cup $27.00; 420 ml cup $29.00; accessories as published by SipLux.
14.3 Advertising includes public prices on websites, marketplace listings, social posts, email promotions, digital or print ads, and in-store signage. Private one-to-one quotes are not advertising.
14.4 Violations: first, written warning and 7 days to cure; second, 30-day suspension; third, account termination. Enforcement is at SipLux’s discretion.
14.5 SipLux may update MAP with 30 days’ notice. Retailer is responsible for compliance with the current version.

15) Changes to These Terms

15.1 SipLux may update these Terms by posting a revised version on its website. Changes apply to new applications and new orders after the effective date. MAP updates follow Section 14.5.

16) Dispute Resolution, Governing Law, and Venue

16.1 The parties will first attempt to resolve disputes through mediation under the AAA Commercial Mediation Rules, with costs shared equally.
16.2 If not resolved within 90 days of the initial mediation session, disputes will be resolved by final and binding arbitration administered by the AAA under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
16.3 These Terms are governed by the laws of the Commonwealth of Pennsylvania. Venue for mediation and arbitration will be Lancaster County, Pennsylvania.

17) Electronic Consent, Notices, and Miscellaneous

17.1 Electronic consent. By clicking “I agree,” submitting the application, or placing wholesale orders, Retailer consents to transact electronically and to accept electronic records and signatures.
17.2 Notices. Send notices to sales@siplux.com and to the address above. SipLux may provide notices to the email on Retailer’s account.
17.3 Severability. If any provision is unenforceable, the remainder remains in effect.
17.4 Assignment. Retailer may not assign rights or obligations without SipLux’s prior written consent.
17.5 Entire agreement. These Terms, the approved application, and any written order-specific terms constitute the entire agreement and supersede prior discussions on the same subject.