Wholesale Terms of Agreement

This Wholesale Terms of Agreement (“Agreement”) governs the relationship between Camino Journey, LLC (“CAJO”) and any authorized purchaser (“Reseller”). The term “Reseller” shall refer collectively to “Dealers” (retailers selling to consumers) and “Distributors” (wholesalers selling to other retailers), unless distinguished below. By placing an order and submitting payment, Reseller confirms acceptance of these terms. Acceptance applies for one (1) year from the date of order, and each subsequent order automatically extends acceptance for an additional one (1) year period.

1. APPOINTMENT AND RELATIONSHIP

  1. Authorization. CAJO authorizes Reseller to purchase and resell CAJO kayaks, paddlesports gear, and accessories (the “Products”).
  2. Non-Exclusivity. The appointment is non-exclusive. Unless separately agreed in a written contract signed by an officer of CAJO, Reseller has no exclusive territory rights. CAJO reserves the right to appoint additional resellers, sell directly, or sell through national accounts and online platforms.
  3. Independent Contractor. Reseller is an independent contractor. Nothing in this Agreement creates an agency, partnership, or employment relationship. Reseller has no authority to bind CAJO.

2. TERM AND TERMINATION

  1. Term. This Agreement commences upon Reseller’s first order and continues for one (1) year. It automatically renews for successive one-year terms with each order placed.
  2. Termination. Either party may terminate without cause upon thirty (30) days’ written notice. CAJO may terminate immediately if Reseller violates MAP policy, fails to pay, diverts Products, misuses trademarks, or otherwise breaches this Agreement.

3. ORDERS AND SHIPPING

  1. Order Placement. Orders are placed via CAJO’s B2B portal.
  2. Portal Access & Credential Security. Reseller acknowledges that access to the CAJO B2B Portal is limited to authorized representatives of Reseller. Reseller agrees that it is solely responsible for maintaining the confidentiality of its login credentials. ANY ORDER PLACED OR AGREEMENT ACKNOWLEDGED VIA RESELLER’S ACCOUNT CREDENTIALS SHALL BE DEEMED A BINDING LEGAL OBLIGATION OF RESELLER, REGARDLESS OF THE INDIVIDUAL WHO PERFORMED THE ACTION. CAJO IS ENTITLED TO RELY ON SUCH ORDERS AS IF SIGNED BY AN OFFICER OF RESELLER.
  3. Shipping Terms & Risk of Loss.
    1. U.S. Domestic Orders (Warehouse): For orders shipping from CAJO’s U.S. 3PL or warehouse facilities, Title and Risk of Loss transfer to Reseller upon delivery to Reseller’s location (FOB Destination). CAJO bears the risk of loss during transit. Reseller must inspect goods immediately upon arrival and note any damage on the carrier's delivery receipt. RESELLER ACKNOWLEDGES THAT FAILURE TO NOTE VISIBLE DAMAGE ON THE CARRIER’S DELIVERY RECEIPT WILL LIKELY RESULT IN THE CARRIER REJECTING A DAMAGE CLAIM. ACCORDINGLY, IF RESELLER SIGNS FOR A SHIPMENT WITHOUT NOTING SPECIFIC DAMAGE, RESELLER ASSUMES ALL LIABILITY FOR SUCH DAMAGE AND WAIVES ANY RIGHT TO CLAIM REIMBURSEMENT OR REPLACEMENT FROM CAJO FOR TRANSIT-RELATED LOSS.
    2. International Factory Direct (FOB Ningbo): For International Resellers ordering directly from the factory, Title and Risk of Loss transfer to Reseller upon loading at the port of origin (FOB Ningbo, China). Reseller is generally responsible for arranging ocean freight and marine insurance. IF RESELLER REQUESTS CAJO (OR ITS MANUFACTURING PARTNERS) TO ARRANGE OCEAN FREIGHT ON RESELLER’S BEHALF, CAJO ACTS SOLELY AS RESELLER’S LIMITED AGENT FOR SUCH BOOKING. IN SUCH CASES, RISK OF LOSS STILL TRANSFERS AT THE PORT OF ORIGIN, AND RESELLER REMAINS STRICTLY LIABLE FOR ALL FREIGHT COSTS, INSURANCE COVERAGE, AND TRANSIT DELAYS. CAJO ASSUMES NO LIABILITY FOR THE PERFORMANCE OR ERRORS OF THE FREIGHT CARRIER.
    3. U.S. Factory Direct Program (DDP Destination): For U.S. Resellers ordering full containers directly from the factory to their location ("Drop-Ship Containers"), CAJO retains Title and Risk of Loss until the goods are delivered to Reseller’s designated delivery address (DDP - Delivered Duty Paid). CAJO shall maintain marine cargo insurance on such shipments. Reseller is responsible for unloading the container upon arrival.
    4. Mixed Orders: If an order contains inventory from multiple sources, the applicable shipping term above shall apply severally to the respective portion of the inventory.

4. PRICING AND PAYMENT

  1. Deposit. A non-refundable deposit (typically 30%) is due at the time of order placement.
  2. Balance Payment Schedule.
    1. International Factory Direct: The remaining balance is due prior to the release of the Bill of Lading. CAJO will strictly not release the Bill of Lading until clear funds are confirmed.
    2. U.S. Factory Direct: The remaining balance is due in full upon receipt of goods at Reseller’s facility.
    3. U.S. Warehouse / Accessory Orders: For orders fulfilled from CAJO’s U.S. 3PL or warehouse (typically accessories), the remaining balance is due in full Prior to Shipment. CAJO will not release the order to the carrier until clear funds are received.
  3. Security Interest (PMSI). To secure payment of the balance for any order where Reseller takes possession before final payment (e.g., U.S. Factory Direct orders), RESELLER HEREBY GRANTS CAJO A PURCHASE MONEY SECURITY INTEREST (PMSI) IN THE PRODUCTS SOLD AND ALL PROCEEDS THEREOF UNTIL THE INVOICE IS PAID IN FULL. Reseller authorizes CAJO to file a UCC-1 Financing Statement to perfect this interest.
  4. Distributor Volume & Status Maintenance. Resellers designated as "Distributors" must maintain a minimum order volume equivalent to one (1) 40HQ Container Load per year (whether via a single container or aggregate smaller orders) to retain "Distributor" status. Failure to meet this requirement may result in reclassification as a standard Dealer. Upon reclassification, Reseller shall immediately forfeit: (a) the authorization to sell to Sub-Dealers (as defined in Section 9.1); and (b) eligibility for the Direct-Import Commission (as defined in Section 9.2).

5. MINIMUM ADVERTISED PRICE (MAP)

  1. Policy. Reseller shall not advertise or promote Products below CAJO’s published MSRP except during approved promotional periods announced in writing.
  2. Violations. CAJO will not advertise below MSRP without offering the same promotional opportunity to Resellers. Violations of MAP policy may result in immediate suspension or termination.
  3. International Exception (EU/UK). NOTWITHSTANDING THE FOREGOING, FOR RESELLERS LOCATED WITHIN THE EUROPEAN ECONOMIC AREA (EEA), UNITED KINGDOM, OR ANY JURISDICTION WHERE RESALE PRICE MAINTENANCE IS PROHIBITED BY LAW, THE MSRP AND MAP POLICIES PROVIDED BY CAJO ARE RECOMMENDATIONS ONLY. RESELLERS IN THESE JURISDICTIONS REMAIN FREE TO SET THEIR OWN RESALE PRICES.
  4. Distributor Pricing Flow-Down. International Distributors shall adhere to the "Recommended Wholesale Price List" provided by CAJO when selling to Sub-Dealers. While Distributor may negotiate its own margins, pricing strategies that devalue the Brand or undercut CAJO’s direct dealer network are prohibited.

6. SALES CHANNELS

  1. Authorized Channels. Reseller may sell Products only through its own retail locations and controlled websites.
  2. Third-Party Marketplaces. Resale through third-party platforms (Amazon, Walmart, eBay, etc.) requires prior written consent.

7. WARRANTY AND SERVICE

  1. Consumer Claims Process. All consumer warranty claims must be initiated by the end-consumer directly with CAJO via CAJO’s official support channels. Dealer shall direct customers to the Warranty Claim Form on CAJO’s website. CAJO retains the sole authority to validate claims and determine whether a defect exists.
  2. Fulfillment of Warranty Replacements.
    1. Dealer Fulfillment: If CAJO approves a replacement for a kayak or major component, CAJO may request that Dealer fulfill the replacement from Dealer’s existing inventory to expedite service to the customer.
    2. Credit Memo: In the event Dealer fulfills a warranty claim from its inventory at CAJO's request, CAJO shall issue a Credit Memo to Dealer equal to the Net Wholesale Cost of the replacement product originally paid by Dealer.
    3. Repair Compensation: If CAJO authorizes a Dealer to perform a physical repair on a Product (e.g., hull welding or rigging repair), CAJO shall credit Dealer for labor at a mutually agreed flat rate (or pursuant to CAJO’s then-current "Warranty Labor Rate Schedule").
  3. Remote Warranty Fulfillment. In the event a consumer requires warranty service but is located outside the territory of the original selling Dealer (e.g., due to customer relocation), CAJO may request a Dealer with freight shipping capabilities (“Fulfillment Dealer”) to ship a replacement Product directly to the consumer. If a Dealer agrees to act as a Fulfillment Dealer for such a claim:
    1. Product Credit: CAJO shall issue a Credit Memo for the Net Wholesale Cost of the replacement Product.
    2. Freight Reimbursement: CAJO shall reimburse Fulfillment Dealer for actual freight/shipping charges incurred to deliver the replacement.
    3. Handling Fee: CAJO shall pay a mutually agreed Handling Fee to compensate Fulfillment Dealer for packaging materials and labor.
  4. International Warranty. International Resellers are responsible for managing warranty intake within their territory. For oversized hull claims outside the U.S., Resellers may be required to fulfill replacement hulls from their own inventory, for which CAJO will issue a credit at Net Wholesale Cost. CAJO is not responsible for international return freight, VAT, or duties on warranty replacements.

8. RESELLER OBLIGATIONS

Reseller agrees to use only CAJO-approved marketing assets, conduct business professionally, and comply with all applicable laws. Reseller shall inspect all shipments upon delivery and notify CAJO of shortages or visible damage within 48 hours.

9. SPECIAL PROVISIONS FOR INTERNATIONAL DISTRIBUTORS

The provisions of this Article 9 apply solely to Resellers designated by CAJO as “International Distributors” who purchase in Full Container Load (40HQ) quantities.

  1. Authorized Sub-Distribution & Compliance. Unlike standard Dealers, Distributor is authorized to resell Products to other business entities (“Sub-Dealers”) within their approved territory. Distributor shall use commercially reasonable efforts to ensure all Sub-Dealers comply with the branding, IP, and MAP provisions of this Agreement (subject to the International Exception in Section 5.3 regarding EU/UK pricing).
    1. Sub-Dealer Violation Safe Harbor: In the event a Sub-Dealer violates policies (e.g., predatory pricing or IP misuse), Distributor shall not be held liable for such breach provided that Distributor: (a) promptly notifies CAJO of the violation upon discovery; and (b) immediately suspends supply to the offending Sub-Dealer until the issue is cured. FAILURE TO TAKE THESE ACTIONS SHALL RENDER DISTRIBUTOR JOINTLY AND SEVERALLY LIABLE FOR THE SUB-DEALER'S BREACH.
  2. The Direct-Import Commission (The “Override”). If a verified Sub-Dealer of Distributor places a Factory Direct order for a full container (FCL) directly with CAJO:
    1. Commission: CAJO shall pay Distributor a commission equal to Five Percent (5%) of the Net FOB Product Value of said order (excluding freight/duties).
    2. Eligibility: To earn this commission on a specific Sub-Dealer order, Distributor must be in “Active Good Standing,” defined as having purchased and paid for inventory equal to or greater than one (1) 40HQ container load (or equivalent aggregate quantity) for its own inventory within the twelve (12) month period immediately preceding the date of said Sub-Dealer order. CAJO shall not pay commissions if Distributor has failed to maintain this rolling volume requirement.
    3. Service Obligation: In exchange for this commission, Distributor agrees to act as the primary account manager for the Sub-Dealer, handling all initial customer service inquiries, warranty intake, and marketing support. CAJO reserves the right to withhold commission if Distributor fails to provide this support.
    4. Payment: Commissions are paid as a credit memo against future Distributor orders unless otherwise agreed in writing.

10. INTELLECTUAL PROPERTY & LEGAL PROVISIONS

  1. IP Ownership. Reseller acknowledges that all "CAJO" and "CAMINO JOURNEY" trademarks, designs, and intellectual property (the “IP”) are the sole property of CAJO’s licensors and affiliates. Reseller acknowledges that it has no ownership rights in the IP and that its use of the IP is subject to a limited, non-exclusive sublicense solely for marketing the Products during the term of this Agreement.
  2. Governing Law & Dispute Resolution.
    1. U.S. Resellers: This Agreement is governed by the laws of the State of Nevada. Venue for any disputes shall be Clark County, Nevada.
    2. International Resellers: Any dispute involving an International Reseller shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong.
  3. Attorneys’ Fees. IN ANY ACTION TO ENFORCE THIS AGREEMENT OR COLLECT AMOUNTS DUE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND COLLECTION EXPENSES FROM THE NON-PREVAILING PARTY.
  4. Indemnification. RESELLER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CAJO FROM ANY CLAIMS, DAMAGES, OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM RESELLER’S NEGLIGENCE, MISREPRESENTATION, OR UNAUTHORIZED MODIFICATION OF THE PRODUCTS.
  5. Force Majeure. CAJO shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, war, labor disputes, port congestion, customs holds, or supply chain interruptions.
  6. Entire Agreement. This Agreement constitutes the entire understanding between CAJO and Reseller and supersedes all prior agreements. Use of CAJO’s website and portals remains subject to the website Terms of Service.