Wholesale Acknowledgement
RETAILER WHOLESALE ACKNOWLEDGEMENT
LUSHDROP BEV. CO. • Hydrate As Nature Intended
USDA Organic • Fair Trade • Single-Origin • Knoxville, TN
SUPPLIER
LUSHDROP Bev. Co.
605 Sevier Ave, Knoxville, Tennessee 37920
contact@lushdropbevco.com
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1. PARTIES & SCOPE
This Retailer Wholesale Acknowledgement ("Agreement") is between LUSHDROP
Bev. Co. ("Supplier"), Knoxville, Tennessee, and the applying retailer
("Retailer"). It governs all wholesale purchases and resale of LUSHDROP's
organic cold-stored coconut water products ("Products") and supersedes any
prior understandings between the parties. By submitting a wholesale account
application and checking the agreement box, Retailer acknowledges having read
and agreed to all terms herein.
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2. PRODUCTS & CERTIFICATIONS
All Products carry the certifications below, which Retailer agrees to represent
accurately across all marketing and customer-facing communications. Retailer must
not claim certifications beyond those documented by Supplier. Supplier will notify
Retailer within five (5) business days of any change in certification status.
- USDA Organic — certified under the National Organic Program (NOP)
- Fair Trade Certified — sourced in compliance with Fair Trade USA standards
- Single-Origin — coconuts traceable to a single named growing region
(Nam Hom variety)
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3. ORDERS & PAYMENT
All orders are pre-paid. No Products will be shipped until full payment is
received and cleared. Orders are submitted via email or Supplier's designated
portal and are subject to Supplier acceptance within two (2) business days.
Accepted payment methods: ACH/bank transfer; credit card (subject to a
processing fee at the prevailing rate at time of transaction, as determined
by Supplier's payment processor). Invoices are due on receipt; unconfirmed
orders are cancelled if unpaid within five (5) business days.
Wholesale pricing is determined at the time of each order based on Supplier's
then-current rates. Supplier may adjust pricing, fees, and payment processing
rates upon thirty (30) days' written notice to Retailer; such adjustments do
not apply to orders confirmed prior to the effective date of the change.
Supplier reserves the right to update applicable processing rates at any time
to reflect changes imposed by Supplier's payment processor, with notice
provided as soon as reasonably practicable.
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4. COLD STORAGE & HANDLING
Cold-chain integrity is essential to product quality, safety, and certification
compliance. Retailer agrees to comply strictly with all requirements below from
the moment Products are received.
Storage Requirements:
- Receiving / Unloading: 35°F – 39°F (1.7°C – 3.9°C) — Refrigerated dock required
- Back-of-House Storage: 35°F – 39°F (1.7°C – 3.9°C) — No ambient storage permitted
- Retail Display (open cooler): 35°F – 39°F (1.7°C – 3.9°C) — Must not exceed
39°F at any time
- Maximum Allowable Temperature: 39°F (3.9°C) — Exceedance voids damage claims
Handling Obligations:
- Inspect Products at delivery; note any damage or temperature exceedance on
the delivery receipt immediately.
- Products must not be left unrefrigerated for more than thirty (30) minutes
during stocking or display changeovers.
- FIFO (First In, First Out) rotation must be practiced at all times.
- Products must not be frozen. Freezing permanently alters quality and voids
all damage claims.
- Retailer must maintain refrigeration equipment in good working order with
regular temperature monitoring.
Temperature Breach:
If a breach is discovered after delivery, Retailer must notify Supplier within
twenty-four (24) hours with supporting documentation (temperature logs, photos).
Supplier is not liable for quality degradation resulting from Retailer's failure
to maintain required temperatures.
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5. LABELING & MARKETING
Supplier grants Retailer a limited, non-exclusive, non-transferable license to
display LUSHDROP brand assets solely to promote the sale of Products at
Retailer's licensed location(s). All use must:
- Accurately represent current certifications — USDA Organic, Fair Trade
Certified, Single-Origin — in all shelf, POS, and digital listings
- Not alter, crop, or modify brand assets without prior written consent
from Supplier
- Not make health claims or comparative advertising claims not pre-approved
in writing by Supplier
- Not alter product packaging, labeling, or best-by dates
- Comply with FTC endorsement guidelines for any social or digital promotion;
tag @LUSHDROPBevCo when using Supplier-provided imagery
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6. RETURNS & DAMAGE POLICY
All sales are final. Once custody of Product passes from LUSHDROP to Retailer
possession, no returns are accepted. Damaged goods must be reported at time of
receipt for replacement product only, subject to the conditions below.
To qualify, damage must: (a) be documented on the delivery receipt at the time
of receipt; (b) result from a manufacturing defect, incorrect shipment, or
documented cold-chain breach by Supplier during transit — not from Retailer's
storage, handling, or slow turnover. Retailer must notify Supplier in writing
with photographs and applicable temperature logs at the time of delivery.
Supplier will arrange replacement product within fifteen (15) business days of
receiving documentation. Products stored or handled outside Section 4
requirements, frozen, or not reported at time of receipt are not eligible.
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7. MINIMUM ADVERTISED PRICE (MAP) POLICY
Retailer agrees not to advertise any LUSHDROP product below $6.00 per unit
(MAP Price) in any channel — including in-store signage, online listings
(Amazon, Instacart, etc.), email promotions, social media, and print circulars.
Bundle promotions that obscure per-unit pricing below $6.00 are also covered.
This policy governs advertised prices only; Retailer retains discretion over
the actual in-store transaction price.
Supplier may update the MAP Price upon thirty (30) days' written notice.
Enforcement:
(1) First violation — written notice requiring correction within 48 hours
(2) Second violation — order fulfillment suspended until cured
(3) Third violation — Agreement terminated immediately with no return or
credit obligation on remaining inventory
This policy is unilateral and does not constitute an agreement regarding
resale prices.
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8. TERM & TERMINATION
This Agreement is effective upon submission of a wholesale account application
and remains in effect for twelve (12) months, renewing automatically on an
annual basis unless terminated by either party on thirty (30) days' written
notice. At each renewal, Supplier may update pricing, fees, and processing
rates upon thirty (30) days' written notice prior to the renewal date. Supplier
may terminate immediately for cause, including non-payment, material breach of
cold storage or labeling requirements, or misrepresentation of certifications.
Upon termination, Retailer must immediately discontinue use of all LUSHDROP
brand assets and remove Products from display.
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9. INDEMNIFICATION & LIABILITY
Retailer agrees to indemnify, defend, and hold harmless LUSHDROP Bev. Co.,
its officers, employees, and agents from any claim, loss, or liability arising
from: (a) Retailer's failure to comply with cold storage or handling
requirements; (b) Retailer's misrepresentation of product certifications or
attributes; or (c) any acts or omissions of Retailer's employees or agents.
Supplier's total liability under this Agreement shall not exceed the amount
paid by Retailer for the specific order giving rise to the claim.
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10. GOVERNING LAW & DISPUTES
This Agreement is governed by the laws of the State of Tennessee. Any dispute
shall first be submitted to good-faith mediation. If unresolved, disputes shall
be settled by binding arbitration in Knox County, Tennessee, under American
Arbitration Association rules.
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11. GENERAL PROVISIONS
- Entire Agreement: This document constitutes the entire agreement between
the parties and supersedes all prior understandings.
- Amendments: Any modification must be in writing and signed by both parties.
- Waiver: Failure to enforce any provision does not constitute waiver of
that provision.
- Severability: If any provision is found invalid, the remaining provisions
stay in full force.
- Notices: All notices must be in writing via email with read-receipt or
certified mail to contact@lushdropbevco.com.
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For questions regarding this Agreement, contact us at:
contact@lushdropbevco.com
LUSHDROP BEV. CO. • Hydrate As Nature Intended • Knoxville, Tennessee • 2026