proton sports wholesale terms and conditions.

ACCEPTANCE BY ORDERING. These Terms govern all wholesale purchases of Proton-branded products from Proton Pickleball, Inc. ("Proton"). By placing an order, paying an invoice, or accepting delivery after receiving or being given access to these Terms, the approved wholesale partner ("Partner") agrees to the version of these Terms in effect on the order date.

1. PARTNER AUTHORIZATION.

Wholesale relationships are granted by written approval only. Authorization is non-exclusive, non-transferable, and does not grant territorial rights unless Proton agrees otherwise in writing. Partner is an independent reseller and has no authority to bind Proton. Partner must keep its ownership, business information, resale documentation, locations, websites, and shipping addresses accurate and current.

2. ORDERS, PRICING AND PAYMENT.

All orders are subject to Proton's acceptance, product availability, allocation, and credit approval. Prices, discounts, order minimums, freight programs, promotions, and payment terms are those stated in Proton's then-current written price list, quote, order confirmation, or invoice. Payment is due as stated. Partner may not take any unauthorized deduction, offset, debit memo, credit, withholding, short payment, or chargeback. Additional or conflicting terms in Partner's purchase order are rejected unless expressly accepted in writing by Proton.

3. SHIPPING, RISK OF LOSS AND INSPECTION.

Unless otherwise stated in writing, shipping and related charges are Partner's responsibility and shipments are FOB Proton's shipping point. Title and risk of loss pass to Partner when the Products are delivered to the carrier. Partner must promptly inspect each shipment and report visible shortage, damage, or discrepancy to Proton in writing within five (5) business days after delivery.

4. UNITED STATES-ONLY AUTHORIZATION AND ANTI-DIVERSION.

Products are authorized for resale and distribution only within the fifty (50) United States and the District of Columbia. Export, reexport, diversion, transshipment, resale, shipment, or distribution outside the United States - including through freight forwarders, package-forwarding services, reshippers, consolidators, export brokers, or similar intermediaries - requires Proton's prior written authorization. Partner may not sell to any person or entity it knows or reasonably should know intends to export or divert the Products.

5. AUTHORIZED SALES CHANNELS.

Partner may sell Products only through physical retail locations and primary websites approved by Proton. Sales through third-party marketplaces, auction platforms, liquidation or closeout channels, unauthorized resellers, or drop-shipping arrangements require Proton's prior written authorization. Partner may not transfer its wholesale authorization or sell Products to another reseller for further resale without Proton's written approval.

6. PRICING INTEGRITY, BRAND USE AND PRODUCT CONDITION.

Partner must comply with Proton's then-current written MAP, promotional, and brand policies. Partner must use accurate, approved product images, descriptions, and claims and may not alter or obscure serial numbers, labels, UPCs, warranty information, or packaging. Demo, used, blemished, returned, or open-box Products must be clearly identified and may not be represented or sold as new.

7. WARRANTY AND RETURNS.

Warranty coverage is governed by Proton's then-current written warranty policy. Customer warranty claims must follow Proton's published process. All wholesale returns require a Proton-issued return authorization or other prior written approval and must comply with the instructions provided. Unauthorized returns may be refused. Partner may not deduct a return, warranty claim, promotional allowance, or requested credit from amounts owed unless Proton has issued written credit authorization.

8. SUSPENSION AND TERMINATION.

Proton may suspend shipments, cancel open orders, place the account on prepayment, or terminate wholesale authorization for nonpayment, unauthorized export or diversion, sales through unapproved channels, material policy violations, misrepresentation, or other material breach. Upon termination, Partner must stop representing itself as an authorized Proton dealer and stop using Proton intellectual property except during any written sell-through period approved by Proton. Proton has no obligation to repurchase remaining inventory unless agreed in writing or required by law.

9. CHANGES TO TERMS AND PROGRAMS.

Proton may revise these Terms and its pricing, policies, programs, and account requirements prospectively by providing reasonable written or electronic notice. Revised terms apply to orders placed on or after the stated effective date. Placing an order or accepting delivery after that date constitutes acceptance of the revised terms. An order already accepted by Proton remains governed by the terms in effect when it was accepted unless the parties agree otherwise in writing.

10. GENERAL.

These Terms, together with Proton's applicable quote, order confirmation, invoice, and any signed addendum, constitute the agreement governing each wholesale purchase. Order-specific terms issued by Proton control over these Terms to the extent of a conflict. These Terms are governed by Arizona law, and venue for disputes will lie in Maricopa County, Arizona. If any provision is unenforceable, the remaining provisions remain in effect. Proton's failure to enforce a provision is not a waiver.

AGREEMENT ACCEPTANCE: By placing a wholesale order or accepting delivery of Proton Products, Partner acknowledges that it has read, understood, and agrees to these Terms. A current copy is available from wholesale@protonsports.com.