COMMERCIAL WHOLESALE OUTLETS TERMS OF USE (“C.T.O.U”) apply to orders for products and services placed by direct commercial purchasers (“Customer(s); Wholesale Commercial Outlets; Approved Agents”) from Naturally Calm, LLC (a Zxroxx LLC Company), unless a separate written agreement between Customer(s); Wholesale Commercial Outlets; Approved Agents and Naturally Calm governs the purchase and use of specific products or services. Each order under this (“C.T.O.U”) incorporates these terms by reference. In the event of any conflict, the terms of this (“C.T.O.U”) shall prevail over Any Other Terms of Use Not posted on NaturallyCalm.com.

1. Price: Selling prices are determined by the price list effective at the time of purchase and may vary based on geography and sales channels. Prices apply to deliveries made within standard deadlines and correspond to the standard delivery units specified in the price list. Naturally Calm reserves the right to modify prices at any time. Third-party sellers on the Naturally Calm Marketplace (“Hot Buy-Outs”) may have distinct pricing policies.

2. Additional Charges: Freight, COD, sales taxes, and other applicable fees are included in the total invoiced amount. These charges form part of the Customer(s); Wholesale Commercial Outlets; Approved Agents’ Balance, whom remain responsible for full payment.

3. Payment Policy: Naturally Calm accepts payment via cash (in-store only), check (in-store only), mailed checks (excluding online purchases), Net 30 Day Purchase Orders ; COD on Demand Payment, direct debit (via ACH) for Stores and Credit or Debit Cards, PayPal. All major credit and debit cards are accepted both in-store and online at NaturallyCalm.com, including Online Exclusives: Visa, MasterCard, Discover, American Express, and the Naturally Calm Gift Cards. Debit cards must bear a Visa or MasterCard logo to be used for purchases on NaturallyCalm.com.

COMMERCIAL WHOLESALE COD/NET30 DAY P.O. SALES for Approved Agents: Commercial Outlets May Access IN STORE Cash/ COD on Demand or net 30-day Purchase Order Payment Options at Naturally Calm’s Sole discretion, as specified on the invoice or NET 30 DAYS PURCHASE ORDER (inclusive of all applicable freight and COD on Demand charges).  A finance charge of 2% per month (24% annually), or the maximum legal rate if lower, will accrue automatically on all past due accounts and shall be payable immediately upon sale to the Customer(s); Wholesale Commercial Outlets; Approved Agents. Late fees may appear on future invoices. Unauthorized deductions or improper application of offsetting invoices will not be accepted and will incur finance charges on resulting past due balances. A minimum fee of $25 will be charged for any returned checks, including stop payment orders.

COMMERCIAL WHOLESALE IN-STORE CASH SALES for Approved Agents: Wholesale cash sales are exclusively for Commercial Outlet Accounts. All wholesale purchases must be paid in full at the time of order at an approved final Agreed Wholesale Price; see Wholesale Commercial Outlet Merchant, HERE.

4. Purchasing Naturally Calm Products through Third Parties: Entities or individuals other than Naturally Calm operating stores, providing services, or selling product lines via Naturally Calm Online (“Non-Approved Third-Party Sellers”) are independent sellers. Purchases from these parties are direct transactions with them, not with Naturally Calm. Naturally Calm disclaims responsibility for evaluating or endorsing products or services offered by such third parties and assumes no liability for their actions, products, or content. Customers should carefully inspect products; any items with broken security seals should not be sold.

5. Title and Risk of Loss: Title and Risks of Loss, Damage, or Destruction of physical products purchased from Naturally Calm successfully delivered to Wholesale Commercial Outlets,  upon delivery. Naturally Calm will assist with losses by providing a 20% discount off any Contractual Agreements of the NET 30-day PURCHASE ORDER AGREEMENT for MERCHANDISE Lost, stolen, Damaged, or destroyed (including fire) while awaiting purchase. Naturally Calm assumes partial risk of loss, damage, or destruction of their own products.

6. Damaged Order Claims: Claims for Lost, Stolen, or Damaged products purchased directly from Naturally Calm must be submitted within five (5) days of the expected delivery date. Products that arrive Damaged, Lost, or Missing will be fully credited upon return to Naturally Calm by the Wholesale Outlet Stores or consumers. Immediate replacements will be shipped at no additional shipping cost. Naturally Calm will make commercially reasonable efforts to promptly credit or replace such shortages.

7. Returns and Warranties: Naturally Calm’s Returns and Warranties policies apply to all purchases and orders under this (“C.T.O.U”), including online and in-store purchases. All products carry a one-year warranty on individual quality.

8. Warranty Disclaimer: Except as expressly provided in the Warranties policy, and to the fullest extent permitted by law, Naturally Calm disclaims all other warranties arising by statute, operation of law, course of dealing, performance, or trade usage.

9. Cancellation of Consumer Orders: Customer(s); Wholesale Commercial Outlets; Approved Agents must return shipped items to receive credit for products. For credit/debit orders, cash orders in-store, or cash purchases, refunds will be issued in cash or credit at the Commercial Wholesale Outlet's discretion.

Cancellation of Commercial Wholesale Orders: Wholesale Commercial Outlet Accounts remain responsible for merchandise already shipped until such items are returned unopened. Returned items will be credited against future invoices. Used or opened items stored within the outlet stores beyond 30 days fall under the risk of loss provisions outlined above.

10. Remedies upon Default for Commercial Wholesale Outlet COD or Net 30 P.O. Accounts: Failure by Customer(s); Wholesale Commercial Outlets; Approved Agents to fulfill obligations, including non-payment, insolvency, bankruptcy, assignment for creditors, or dissolution, constitutes default under this (“C.T.O.U”). Naturally Calm shall be entitled to all remedies available to a secured party under the Uniform Commercial Code.

11. Unauthorized Resale: Third-party sellers without an account with Naturally Calm who sell products as unapproved agents or through unauthorized channels harm the brand’s image and Naturally Calm’s reputation with Customer(s); Wholesale Commercial Outlets; Approved Agents. Naturally Calm reserves the right to restrict such agents whom creates such threats. Products with broken or opened security packaging should not be purchased.

12. Attorney’s Fees: Should Naturally Calm need to enforce this (“C.T.O.U”), it shall be entitled to recover all associated costs, including reasonable attorneys’ fees and expenses incurred in collection efforts or legal proceedings against non-approved agents.

13. Governing Law: This (“C.T.O.U”) shall be governed by and construed in accordance with the internal laws of the United States, including applicable federal and state statutes and constitutional principles. Disputes shall be resolved in accordance with these laws.

14. Arbitration: Complaints or disputes must be submitted in writing via email to [email protected], online at Naturallycalm.net (via the complaint submission section), or by phone at 331.257.2500. Naturally Calm will respond within 24 hours with a fair and reasonable resolution. Both parties agree to non-jury, non-court hearings and irrevocably waive any right to a jury trial. In the event of litigation related to arbitration, the prevailing party is entitled to recover reasonable damages, including attorneys’ fees and costs.

15. Unresolved Disputes: If disputes remain unresolved, both parties submit to the exclusive jurisdiction of their respective State or U.S. District Courts. Claims shall be heard in courts with proper jurisdiction and venue. The prevailing party is entitled to recover reasonable damages, including attorneys’ fees and costs.

16. Force Majeure: Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including but not limited to fire, flood, riots, strikes, freight embargoes, raw material shortages, transportation issues, network failures, acts of God or terrorism, war, civil disturbances, governmental actions, or other unforeseen circumstances. Parties must notify Naturally Calm to be excused or granted extensions for non-payment or non-acceptance of ordered products, and Naturally Calm shall notify Approved Agents or Customer(s); Wholesale Commercial Outlets Accordingly.

17. Confidentiality: Customer(s); Wholesale Commercial Outlets; Approved Agents agree to maintain the confidentiality of all confidential information obtained during their relationship with Naturally Calm. Confidential information includes product promotion and development plans, financial data, proprietary processes and formulas, business methods, marketing strategies, customer data, and terms of the relationship. Upon request, all confidential information in the possession of Customer(s); Wholesale Commercial Outlets; Approved Agents shall be returned to Naturally Calm.

18. Term and Termination: This (“C.T.O.U”) becomes effective upon the earlier of order placement or Customer(s); Wholesale Commercial Outlets; Approved Agents’ acceptance and remains in effect until terminated as provided herein. Either party may terminate for material breach if the breaching party fails to cure within a minimum 30-day written grace period. Naturally Calm may also terminate for material changes in ownership, business model, financial condition, or for any reason at its discretion. Neither party is obligated to purchase or sell any products; orders may be accepted or rejected at Naturally Calm’s sole discretion. Customer(s); Wholesale Commercial Outlets; Approved Agents may terminate with or without cause upon 30 days’ written notice. Termination does not affect previously placed orders, credits or balances.

19. Ethical Commitment: Customer(s); Wholesale Commercial Outlets; Approved Agents represent compliance with all applicable laws and regulations concerning workplace health and safety, labor, environmental protection, anti-corruption, data protection, competition, Independent Field Agents Agree to hold A Very Poised and Professional Manner at all times and agree to maintain such compliance at all times.

20. Entire Agreement: This (“C.T.O.U”), Naturally Calm policies, and each order constitute the entire agreement between the parties regarding the subject matter. Any pre-printed terms on orders or Customer(s); Wholesale Commercial Outlets; Approved Agents’ forms have no legal effect and do not modify this (“C.T.O.U”), even if not expressly objected to by Naturally Calm. Policies and information incorporated by reference, including form an integral part of this (“C.T.O.U”).

21. Approved Agents as Independent Contractors: Approved Agents act as independent contractors and not as employees, aBut as Agents, Joint Venturers, or Partners of Naturally Calm. Approved Agents must maintain their Own Errors and Omissions insurance and provide a Surety Bond to operate publicly, as if Any individual Buyers Says "This Agent, was Rude, This Agent Touched Me improperly" as an Independent Contractors, This is Your Own Company as an Agent. Both parties are Responsible for Arbitration Complaints and Actions related to their own private customers, Clients as their Own LLC/CORP/INC.