Wholesale Partner Agreement
PRIME 151 COLLECTIBLES
WHOLESALE PARTNER AGREEMENT
Effective Date: August 11, 2026 Version: 2.0
Your Treasures, Our Mission.
This Agreement applies to wholesale and business to business customers only. It supplements our Terms of Service and, on any point it expressly addresses, controls over them for wholesale transactions.
REVISION HISTORY
- August 11, 2026 (v2.0): Aligned with the v3.0 retail policy suite. Added risk of loss (FOB Origin), title and security interest, resale conditions and brand protection, confidentiality, MAP acknowledgment, product liability and indemnity, account standing and termination, and dispute terms matching the Terms of Service. Confirmed the 3 business day inspection window as a deliberate trade term. Restated shipping to reflect billing at cost.
- July 11, 2026 (v1.0): Initial publication.
Welcome to the wholesale side of the Vault. These terms keep the partnership clear and fair for every Vault Partner. By submitting a wholesale order, you agree to the following.
SECTION 1 — ELIGIBILITY AND ACCOUNT APPROVAL
1.1 Wholesale pricing is available only to approved business accounts purchasing for resale in the ordinary course of business.
1.2 Approval requires a completed application, a verifiable business identity, and valid resale or exemption documentation under Section 11. Approval is at our discretion and may be withdrawn.
1.3 You represent that the information in your application is true and that you will notify us of any material change, including a change of ownership, business address, or resale status.
1.4 Wholesale accounts are not transferable.
SECTION 2 — ALLOCATION AND AVAILABILITY
2.1 All wholesale product is subject to allocation. Placing an order does not guarantee product.
2.2 In stock allocated product is fulfilled first come, first served.
2.3 Where demand exceeds supply, we may fill an order partially or adjust quantities. We will confirm with you before finalizing.
SECTION 3 — PRE-ORDERS
3.1 Wholesale pre-orders are subject to allocation and are not guaranteed.
3.2 Release dates come from our distributors and change frequently. They are estimates.
3.3 Pre-order product is confirmed on arrival before your order is processed or charged.
3.4 If a manufacturer or distributor reduces or cancels an allocation, we will notify you and adjust or refund the affected pre-order. That adjustment or refund is your sole and exclusive remedy.
SECTION 4 — HOW ORDERS ARE PROCESSED
4.1 Wholesale orders are submitted as requests, not binding orders.
4.2 We review availability, quantities, and pricing, then issue your invoice. The contract of sale is formed when we issue the invoice and you pay it.
4.3 Pricing is confirmed at the time of invoicing and may change before then. Quoted pricing not yet invoiced is not binding.
4.4 We may decline any wholesale order for any lawful reason, including allocation, account standing, credit, brand protection, and territory.
SECTION 5 — PAYMENT AND INVOICE TIMING
| Order type | Payment due |
|---|---|
| Direct (in stock) orders | At order approval, within 24 hours of invoicing |
| Pre-orders | Upon allocation confirmation, once product is confirmed on arrival |
5.1 Invoices unpaid past the due date may be cancelled and the product reallocated without further notice.
5.2 Failed or reversed payments. A processing fee of 5% of the order total applies to any failed, declined, or reversed payment. Repeated failed payments affect account standing and may result in prepayment requirements or termination.
5.3 Where we extend any payment terms in writing, past due balances accrue interest at 1.5% per month or the maximum rate permitted by New York law, whichever is less, and you are responsible for reasonable costs of collection, including attorneys' fees.
SECTION 6 — ORDER LOCK AND FINAL SALE
6.1 Once payment is received, your order is locked. It cannot be cancelled, changed, or refunded.
6.2 Review quantities, product, and pricing carefully before paying. Wholesale is a trade sale between businesses, and this term is priced into wholesale rates.
6.3 The only exception is verified shipping damage under Section 9.
SECTION 7 — MINIMUM ORDERS AND WHOLE UNITS
7.1 Wholesale product is sold in whole units only:
- Case = Case
- Display = Display
- Box = Box
7.2 Splitting cases, displays, or boxes is not standard. In special circumstances we may approve a split. This requires a written email request and our written approval and terms before the order is processed.
7.3 Minimum order values, where they apply, are stated on your price list.
SECTION 8 — SHIPPING, RISK OF LOSS AND TITLE
8.1 Shipping and freight are billed separately from product cost at actual cost, unless otherwise agreed in writing.
8.2 Shipping terms are FOB Origin. Title and risk of loss pass to you when we tender the shipment to the carrier at our facility. Transit loss and damage are claims against the carrier or the shipping insurer, and you are the party in interest on those claims.
8.3 We insure wholesale shipments through a third party shipping insurer and will supply all documentation needed to support your claim. We file and work claims alongside you as a matter of service, not obligation.
8.4 Nothing in this Section limits our responsibility where loss or damage results from our own negligent packing or handling before tender to the carrier.
8.5 Security interest. Until an invoice is paid in full, we retain a purchase money security interest in the goods sold under that invoice and in their proceeds, and you authorize us to file financing statements to perfect it.
8.6 Local pickup of wholesale orders may be arranged in writing in advance. Risk of loss passes at pickup.
SECTION 9 — SEALED PRODUCT, INSPECTION AND DAMAGE CLAIMS
9.1 All wholesale product ships sealed and as is. We do not open, verify contents of, or guarantee the contents of factory sealed product.
9.2 Inspection window. You must inspect every shipment on receipt. Verified shipping damage must be reported within 3 business days of delivery, with photographs of the outer carton, the inner packaging, and the damage. This window is shorter than our retail window by design; it is a standard trade term reflecting that you are a business receiving pallets and cases, not a consumer.
9.3 Retain all cartons and packaging until the claim is resolved. Discarding packaging will result in denial by the carrier or insurer.
9.4 Concealed damage discovered after the window, shortages not noted at delivery, and claims without documentation are not eligible.
9.5 Manufacturer defects in sealed product are administered by the manufacturer. We will assist with the submission.
9.6 We make no warranty as to the contents, pull rates, print run, or market value of any sealed product. See Sections 31 and 32 of the Terms of Service.
SECTION 10 — RESALE CONDITIONS AND BRAND PROTECTION
10.1 Product is sold for resale in its original, unaltered, factory sealed condition. You may not repackage, relabel, remove or alter seals, tamper with product, or represent repacked product as factory sealed.
10.2 You may not remove, obscure, or alter any manufacturer marking, lot code, or serial number.
10.3 Manufacturer requirements. Certain manufacturers impose minimum advertised price (MAP), channel, or territory requirements. Where those requirements apply to product you purchase, compliance is your responsibility, and a violation may end your access to that product line.
10.4 Our imagery. You may not use Prime 151 product photography, listing copy, or branding in your own listings, advertising, or marketing. Photograph your own inventory. See Section 22 of the Terms of Service.
10.5 You may not represent yourself as an agent, distributor, licensee, or authorized representative of Prime 151 Collectibles, or of any manufacturer whose product you purchase from us.
10.6 You are an independent business. This Agreement creates no partnership, joint venture, franchise, employment, or agency relationship.
SECTION 11 — RESALE AND TAX DOCUMENTATION
11.1 A valid resale or exemption certificate must be on file before wholesale access is granted. The certificate is issued in the buyer's state:
- New York buyers: NY Resale Certificate, Form ST-120
- Out of state buyers: your home state resale certificate, or a valid multistate MTC or SST resale certificate
11.2 You represent that the certificate is valid, current, and accurately describes your business, and that the product purchased is for resale.
11.3 Accounts without valid documentation on file may be charged applicable sales tax or have access suspended until documentation is provided.
11.4 You are responsible for any tax, interest, and penalty assessed against us as a result of an invalid, expired, or misused certificate you provided, and you agree to indemnify us for it.
11.5 Notify us within 10 days if your certificate expires or your resale status changes.
SECTION 12 — CONFIDENTIALITY
12.1 Wholesale price lists, tier structures, allocation information, cost data, and account terms are confidential business information.
12.2 You agree not to disclose them to any third party, including other retailers, buying groups, or public forums, except to your own employees and professional advisors who need to know and are bound to confidentiality.
12.3 This obligation survives termination of the account for two (2) years.
SECTION 13 — PRODUCT LIABILITY AND INDEMNITY
13.1 You are responsible for compliance with all laws applicable to your resale of product, including consumer protection, product safety, age restriction, labeling, and import law in your territory.
13.2 You agree to defend, indemnify, and hold harmless Prime 151 Collectibles and its owners, officers, employees, and agents from any claim, loss, liability, fine, or expense, including reasonable attorneys' fees, arising from your resale, marketing, repackaging, or handling of product purchased from us, your breach of this Agreement, or your violation of any law or third party right.
13.3 Our aggregate liability to you for any claim arising from a wholesale transaction will not exceed the amount you paid us for the specific product giving rise to the claim. The warranty disclaimers and liability limits in Sections 31 and 32 of the Terms of Service apply in full.
SECTION 14 — ACCOUNT STANDING, SUSPENSION AND TERMINATION
14.1 We may suspend or terminate a wholesale account at any time for non payment, repeated failed payments, breach of this Agreement, misrepresentation, resale condition violations, brand damage, fraud, or abusive conduct toward our staff.
14.2 Either party may close the account on written notice. Termination does not affect invoices already issued or orders already paid.
14.3 On termination, all outstanding balances become immediately due, and Sections 8.5, 10, 11.4, 12, 13, and 15 survive.
SECTION 15 — GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. The dispute resolution, arbitration, class action waiver, jury trial waiver, opt out, venue, and one year limitations provisions in Sections 35, 36, and 37 of the Terms of Service apply to this Agreement and are incorporated here by reference.
SECTION 16 — GENERAL
16.1 This Agreement, together with the Terms of Service and incorporated policies, your approved price list, and each issued invoice, is the entire agreement between us regarding wholesale purchases.
16.2 Any purchase order, acknowledgment, or other form you issue that contains different or additional terms is rejected, and those terms do not become part of the agreement, notwithstanding our acceptance of payment or shipment of goods.
16.3 We may amend this Agreement on notice. The version in effect when an invoice is issued governs that invoice.
16.4 If any provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.
SECTION 17 — CONTACT
Wholesale accounts, orders, and applications: contact@prime151.com
Prime 151 Collectibles 192 Merritts Rd, Ste B, PMB 311 Farmingdale, NY 11735
Questions about your wholesale account? Reach the Vault and we will make it right. Thank you for partnering with Prime 151 Collectibles.