This Wholesale Agreement (“Agreement”) is entered into by and between Black Label Supply LLC (“Seller”) and the wholesale purchaser (“Customer”). By proceeding with account setup, you acknowledge and agree to the following terms:

1. Eligibility and Use of Sales Tax Exemption

• Customer represents and warrants that purchases are being made for resale or other exempt purposes.
• Customer must submit a current and valid sales tax exemption certificate (or equivalent documentation in their jurisdiction) (“Exemption Certificate”).
• Customer is fully responsible for ensuring the Exemption Certificate is accurate, valid, and renewed or replaced as needed.

2. Liability for Taxes

If any taxing authority determines that sales tax, use tax, value-added tax (VAT), goods and services tax (GST), or any similar tax (“Taxes”) should have been collected:

• Customer is solely liable for such Taxes, including any penalties, interest, or fees.
• Customer shall indemnify and hold harmless Seller from any liability, cost, or expense (including legal fees) resulting from Customer’s failure to maintain a valid Exemption Certificate.
• Seller may charge Customer for any Taxes assessed, and Customer agrees to remit payment promptly.

3. Applicability Across Jurisdictions

• This Agreement applies across U.S. federal, state, and local jurisdictions, as well as international jurisdictions where products are shipped or used.
• Customer is solely responsible for understanding and complying with applicable tax exemption rules in their jurisdiction.

4. Continuing Obligations

• Customer’s responsibility for maintaining valid exemption documentation and covering any assessed Taxes survives the termination of the wholesale purchasing relationship.
• This responsibility applies to all past, current, and future transactions.

5. Governing Law

This Agreement is governed by the laws of the State of Colorado, without regard to conflicts of law principles.