Wholesale Application
Carry 27:17 in your clinic, gym, or practice. Tell us about your business and you're ready to order.
Questions? Email us at hello@2717recovery.com
Carry 27:17 in your clinic, gym, or practice. Tell us about your business and you're ready to order.
27:17 Recovery
A Brand of Paradise Valley Investments, LLC DBA 27:17 Recovery
This Wholesale Partner Agreement ("Agreement") is entered into as of the date accepted, by and between Paradise Valley Investments, LLC, a Colorado limited liability company doing business as 27:17 Recovery ("Company," "PVI, LLC," or "Brand"), and the business or individual identified in the associated Wholesale Enrollment Form ("Wholesale Partner" or "Partner"). Company and Wholesale Partner are each a "Party" and collectively the "Parties."
WHEREAS, the Company manufactures and distributes 27:17 Recovery Premium Joint + Muscle Recovery Cream and related products; and WHEREAS, Wholesale Partner desires to purchase Company products at wholesale pricing for retail resale to end consumers; and WHEREAS, the Parties agree that maintaining consistent retail pricing is essential to protecting the value and integrity of the 27:17 Recovery brand; NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
"MSRP": The Manufacturer's Suggested Retail Price of $48.00 per bottle of 27:17 Recovery cream, as may be updated by the Company in writing. MSRP is the minimum retail price at which Wholesale Partner may sell Company products to end consumers.
"Wholesale Price": The per-bottle price at which the Company sells products to Wholesale Partner, as set forth in the applicable pricing tier in Exhibit A. Wholesale Prices are calculated as a volume-based discount off MSRP, currently ranging from thirty percent (30%) to forty-five percent (45%) depending on order quantity.
"Minimum Order Quantity" or "MOQ": The minimum number of bottles required per purchase order. The current MOQ is twelve (12) bottles. A minimum order of twelve (12) bottles is required to qualify for the wholesale discount program described in Section 2.1.
"Authorized Channels": The retail sales channels through which Wholesale Partner is permitted to sell Company products, as specified in Section 4.
"Prohibited Marketplaces": Amazon, eBay, Walmart Marketplace, Alibaba, AliExpress, Etsy, and any other third-party online marketplace or platform, regardless of operator.
"Authorized Promotion": A Company-sanctioned promotional pricing event communicated to Wholesale Partners in writing in advance, during which pricing below MSRP is expressly permitted for the specified duration and discount level only.
"Brand Standards": The Company's guidelines for storefront presentation, product display, marketing materials, and brand representation, provided upon enrollment and updated from time to time.
"Product Line": All currently available SKUs of 27:17 Recovery products offered by the Company for wholesale distribution, as listed in Exhibit A.
The Company offers the following volume-based pricing tiers, calculated as a discount off the current MSRP of $48.00 per bottle. The applicable tier is determined by the total number of bottles on each purchase order and is applied automatically at the time of order. A minimum order of twelve (12) bottles is required to qualify for any wholesale discount. Pricing is subject to change upon thirty (30) days' written notice.
| Pricing Tier | Minimum Units (Per Order) | Wholesale Discount (Off MSRP) | Wholesale Price Per Bottle |
|---|---|---|---|
| Tier 1 | 12 bottles | 30% | $33.60 |
| Tier 2 | 120 bottles | 35% | $31.20 |
| Tier 3 | 600 bottles | 40% | $28.80 |
| Tier 4 | 1,200 bottles | 45% | $26.40 |
Each purchase order is priced at the highest tier for which its total quantity qualifies. Orders of fewer than twelve (12) bottles do not qualify for wholesale discount pricing (see Section 2.2).
Each purchase order must meet the MOQ of twelve (12) bottles to qualify for wholesale discount pricing under Section 2.1. Orders below the MOQ will not be accepted without prior written approval by the Company on a per-order basis. Approved orders below the MOQ are not eligible for wholesale discount pricing, but the Company may, at its sole discretion, offer special discounted pricing on such orders in writing on a per-order basis.
Wholesale Partner is solely responsible for all applicable sales, use, excise, and other taxes arising from the purchase and resale of Company products. Wholesale Partner shall provide a valid resale certificate or tax exemption documentation to the Company upon enrollment or upon request. If no valid resale certificate or exemption documentation is on file at the time of an order, the Company will collect applicable sales tax on that order.
Wholesale Partner is responsible for all shipping, freight, and handling charges on all orders. Shipping charges will be calculated at the time of order. Shipments are made from the Company's shipping facility, with title and risk of loss passing as set forth in Section 6.2.
Wholesale Partner SHALL NOT sell, advertise, list, or offer Company products to end consumers at any price below the current MSRP of $48.00 per bottle without prior express written authorization from the Company. This restriction applies to all sales channels, including:
The only permissible exception to MSRP pricing is participation in an Authorized Promotion. Wholesale Partner may discount only during the dates and at the levels specified in writing by the Company. Unauthorized discounting constitutes a material breach of this Agreement.
Wholesale Partner shall not advertise, display, or communicate any price below MSRP in any medium, including price tags, shelf labels, websites, social media, email, or printed materials.
Any pricing violation — intentional or inadvertent — constitutes a material breach. Upon discovery, the Company may at its sole discretion:
The Company actively monitors retail and online pricing and reserves the right to conduct anonymous test purchases to verify compliance.
Wholesale Partner is authorized to sell Company products only through:
Online-only retailers without a physical storefront are not eligible for wholesale partnership under this Agreement.
Wholesale Partner is strictly prohibited from listing, selling, or facilitating the sale of Company products on any Prohibited Marketplace, including Amazon, eBay, Walmart Marketplace, Alibaba, AliExpress, Etsy, or any similar third-party platform. This applies regardless of fulfillment method or account type. Violation constitutes grounds for immediate termination.
Wholesale Partner may not resell, sublicense, or transfer Company products to other wholesalers, distributors, or resellers without prior written consent. Products are for direct retail sale to end consumers only.
This Agreement authorizes sales within the United States only, unless the Company expressly authorizes international distribution in writing.
Wholesale Partner must maintain a storefront — physical and/or digital — that meets the Company's Brand Standards, including:
Wholesale Partner must carry and make available all active SKUs in the Company's Product Line as listed in Exhibit A. Selective stocking is not permitted without prior written approval. The Company will provide reasonable advance notice of new SKU additions.
Wholesale Partner shall use only Company-approved marketing materials and shall not make any health, medical, or therapeutic claims about Company products beyond those expressly approved in writing by the Company.
The Company reserves the right to conduct periodic physical or virtual inspections of Wholesale Partner's storefront to verify compliance. Wholesale Partner agrees to cooperate upon reasonable notice.
Wholesale Partner may not rebrand, private label, or relabel Company products. All products must be sold under the 27:17 Recovery brand with original packaging intact.
The Company will use commercially reasonable efforts to fulfill accepted orders within communicated lead times and is not liable for delays caused by circumstances beyond its reasonable control.
Title and risk of loss pass to Wholesale Partner upon delivery to the carrier at the Company's shipping facility.
Wholesale Partner shall inspect all shipments within five (5) business days of delivery. Claims for damaged, defective, or incorrect products must be submitted in writing within this period. Failure to notify constitutes acceptance.
Products may be returned only for manufacturing defects or fulfillment errors, and only with prior written return authorization. Opened, damaged, or products held beyond ninety (90) days from delivery are not eligible for return. Unauthorized returns will be refused and returned at Wholesale Partner's expense.
All sales are final. The Company does not operate on a consignment basis. Unsold inventory is Wholesale Partner's responsibility.
The Company grants Wholesale Partner a limited, non-exclusive, non-transferable, revocable license to use approved Brand Assets solely to market and sell Company products through Authorized Channels under this Agreement.
Wholesale Partner shall not alter Brand Assets, use them in a manner damaging to the Company's reputation, register identifiers incorporating Company trademarks, or use Brand Assets after termination.
All goodwill from Wholesale Partner's use of Brand Assets inures to the Company. Nothing herein transfers any ownership of the Company's intellectual property.
Wholesale Partner represents and warrants that: (a) it is duly authorized to enter into this Agreement; (b) it holds all licenses and permits required to operate its retail business; (c) it will comply with all applicable laws in connection with the purchase and resale of Company products; and (d) all information in the Wholesale Enrollment Form is accurate.
The Company represents and warrants that: (a) it has the right to sell and distribute Company products; and (b) Company products comply with applicable federal and state labeling requirements at the time of shipment.
Each Party may receive non-public information of the other, including wholesale pricing, business strategies, and customer data ("Confidential Information"). Wholesale pricing terms are expressly designated as Confidential Information and may not be shared with competitors or the general public.
Each Party agrees to hold Confidential Information in strict confidence and not disclose it to any third party without prior written consent.
Confidentiality obligations survive termination for three (3) years.
The Company actively monitors retail pricing and online listings. Wholesale Partner acknowledges and consents to this monitoring.
The Company reserves the right to conduct anonymous test purchases to verify pricing compliance and Brand Standards adherence.
Wholesale Partner shall promptly notify the Company of any unauthorized resale, pricing violation, or marketplace listing of Company products by any party.
Upon written notice of a non-pricing compliance violation, Wholesale Partner shall have ten (10) business days to cure. Pricing violations are subject to the provisions of Section 3.4.
This Agreement commences on the Effective Date and continues for one (1) year, thereafter renewing automatically for successive one-year periods unless either Party provides thirty (30) days' written notice of non-renewal prior to the end of the then-current term.
Either Party may terminate upon thirty (30) days' written notice.
The Company may terminate immediately upon: (a) any pricing violation not cured within twenty-four (24) hours; (b) any sale on a Prohibited Marketplace; (c) material breach not cured within ten (10) business days of written notice; (d) Wholesale Partner's insolvency, bankruptcy, or cessation of business; or (e) conduct the Company reasonably determines to be damaging to the 27:17 Recovery brand.
Upon termination: (a) all licenses to Brand Assets terminate immediately; (b) Wholesale Partner shall cease representing itself as an authorized 27:17 Recovery retailer; (c) all outstanding amounts owed become immediately due; and (d) Wholesale Partner may continue to sell existing inventory at MSRP for up to sixty (60) days, after which remaining inventory must be returned or destroyed with written confirmation provided to the Company.
Sections 3, 7, 9, 11.4, 12, and 13 survive termination.
TO THE FULLEST EXTENT PERMITTED BY LAW, PVI, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY WHOLESALE PARTNER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Wholesale Partner shall defend, indemnify, and hold harmless PVI, LLC and its members, officers, employees, and agents from any claims, losses, damages, and expenses (including attorneys' fees) arising from: (a) Wholesale Partner's sale or marketing of Company products; (b) breach of this Agreement, including pricing or marketplace violations; (c) violation of any applicable law; or (d) any consumer claim arising from Wholesale Partner's retail operations.
This Agreement is governed by the laws of the State of Colorado, without regard to conflict of law principles.
The Parties shall attempt good-faith resolution for thirty (30) days before initiating formal proceedings.
Unresolved disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules in Denver, Colorado. The decision is final and binding. Fees split equally unless otherwise determined.
Either Party may seek emergency injunctive relief in a Denver, Colorado court to prevent irreparable harm, including pricing violations and unauthorized marketplace listings.
This Agreement, together with the Wholesale Enrollment Form and Exhibit A, constitutes the entire agreement and supersedes all prior understandings.
No amendment is effective unless in writing, except for pricing and Brand Standard updates as specified herein.
Failure to enforce any provision is not a waiver of future enforcement rights.
Invalid provisions shall be modified minimally or severed without affecting remaining provisions.
Wholesale Partner may not assign rights without prior written consent. The Company may assign in connection with a merger, acquisition, or asset sale.
This Agreement does not grant Wholesale Partner any exclusive territory, product rights, or preferred status.
Wholesale Partner is an independent business, not an employee, agent, or joint venturer of the Company.
All notices must be in writing, delivered by email with confirmation or certified mail to the addresses in the Wholesale Enrollment Form.
Neither Party is liable for delays caused by circumstances beyond their reasonable control.
This Agreement may be accepted electronically, and such acceptance is valid and binding under the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.
This Exhibit A is incorporated into and made part of the Wholesale Partner Agreement. Pricing is effective as of the Agreement's Effective Date and subject to update upon thirty (30) days' written notice.
$48.00 per bottle. This is the floor price at which Wholesale Partner may sell to end consumers under all circumstances except Authorized Promotions.
| Pricing Tier | Minimum Units (Per Order) | Wholesale Discount (Off MSRP) | Wholesale Price Per Bottle |
|---|---|---|---|
| Tier 1 | 12 bottles | 30% | $33.60 |
| Tier 2 | 120 bottles | 35% | $31.20 |
| Tier 3 | 600 bottles | 40% | $28.80 |
| Tier 4 | 1,200 bottles | 45% | $26.40 |
Wholesale Partner pays all shipping, freight, and handling charges on all orders. If no valid resale certificate or tax exemption documentation is on file, applicable sales tax will be collected.
Any changes to this Exhibit A will be provided in writing at least thirty (30) days before taking effect. Continued ordering after the notice period constitutes acceptance.