THE PACK LABS

Wholesale Sales Terms

Effective 10/01/2026. Applies to orders shipping on or after that date. The RMA process (Sections 5.1, 5.3, 5.7), the 45-day request window (Section 5.2) and the restocking fee (Section 5.5) apply to all return requests from that date regardless of ship date.

These Wholesale Sales Terms (the “Terms”) govern every purchase of products from The Pack Label, Inc., doing business as The Pack Labs (“we,” “us”), by a wholesale customer (“you”), including the Munchies / Delta Munchies and Imperial Extraction brands. By placing an order, you accept the Terms in effect on that order’s ship date. If you have signed a Net Terms & Credit Agreement with us, these Terms are part of it.

Key terms at a glance

The full Terms follow and control. This summary is for convenience.

1. Scope and Acceptance

1.1 Application. These Terms apply to every order, however placed or paid. Terms on your purchase order, form, or portal that conflict with or add to these Terms are rejected and do not bind us, whether or not we ship against that document.

1.2 Precedence; acceptance. A signed Net Terms & Credit Agreement or distributor agreement controls as to credit and payment terms; these Terms control as to ordering, claims, and returns. Your purchase order controls over neither. You accept these Terms at checkout or on a quote, and in any event by placing an order after they are posted; the version in effect is linked on every order confirmation and invoice.

1.3 Effective date; amendment. These Terms, including the fees, time limits, and credit terms in Sections 4 and 5, apply to orders shipping on or after 10/01/2026. The RMA process — the authorization requirement in Section 5.1, the request procedure in Section 5.3, and the treatment of product not covered by an RMA in Section 5.7 — the 45-day request window in Section 5.2, and the restocking fee in Section 5.5 apply to every return request made on or after that date, regardless of when the order shipped, including returns of orders shipped before 10/01/2026. We may amend these Terms on posted notice; the version in effect on an order’s ship date governs that order in all other respects.

1.4 No authority to vary. No employee, sales representative, distributor, broker, or agent of The Pack Label, Inc. has authority to modify these Terms, waive any provision, or promise any return, buyback, credit, refund, exchange, price protection, or extension of terms. No such statement, oral or written, binds us. Only a written instrument signed by an officer of The Pack Label, Inc., or by a person designated in writing by an officer, may vary these Terms, and only for the specific transaction it identifies.

2. Nature of the Sale

2.1 Sale, not consignment. All products are sold to you outright — not consigned, bailed, or sold on a sale-or-return basis. Unsold product is your inventory. Payment is due on its stated terms regardless of whether, when, or at what price you resell, and regardless of whether your own customers have paid you.

2.2 Title; shipping damage. Title to the products passes to you when they are loaded for shipment at our facility. On shipments we arrange, we are responsible for product damaged in transit, provided the damage is noted on the delivery receipt before the carrier leaves and claimed under Section 4; damaged product so claimed is credited or replaced with no restocking fee. Where you arrange or select the carrier, transit loss and damage is your responsibility, claimed against your carrier.

2.3 No right of return. You have no right to return products for credit. We may, in our sole discretion and as a revocable accommodation, accept returns on the conditions in Section 5. Accepting one return creates no right to another.

3. Ordering and Payment

3.1 Order acceptance. All orders are subject to acceptance by us. We may decline, cancel, or limit the quantity of any order, in whole or in part, at any time before shipment and for any reason, including credit standing, product availability, and the regulatory status of the product in your market. Our acknowledgment of an order is not acceptance; shipment is. Orders cancelled by you after they have shipped are returns and are governed by Section 5. From 11/01/2026, any order shipped before payment, on net terms or cash on delivery, requires a signed Net Terms & Credit Agreement on file; without one, orders ship only when prepaid.

3.2 Payment methods. Orders are prepaid unless we have extended net terms to your account in writing. Prepaid orders are invoiced and paid at the time of order, before shipment. On net-terms orders, we issue the invoice seven (7) days after the order ships, and payment is due the stated number of days from the invoice date. New accounts purchase prepaid or cash-on-delivery for their first six months; net terms, where extended, begin at Net 15. Net terms are a privilege extended at our discretion and may be reduced, suspended, or revoked at any time.

3.3 Credit hold. An account fifteen (15) days or more past due is placed on credit hold. No new orders are released and no pending orders ship until the balance is current or we have approved a written payment arrangement. A credit hold does not prevent us from processing a return request; any credit we accept is applied against the past-due balance under Section 3.4.

3.4 Application of payments; setoff. We apply payments to the oldest outstanding invoice first unless we elect otherwise; designations on your remittance are not binding. We may apply any credit, rebate, refund, return value, or store credit owed to you against any amount you owe us on any account before releasing anything to you. No credit is released to an account carrying a past-due balance except as an offset against that balance.

3.5 Invoice disputes. You must notify us in writing of any invoice dispute within ten (10) days of the invoice date, specifying the amount and basis; otherwise the invoice is deemed accepted. Disputing one invoice does not relieve you of the obligation to pay undisputed amounts when due.

3.6 Chargebacks and stop payments. Any dispute must be raised through Section 3.5 or the claims and returns processes in Sections 4 and 5. Initiating a chargeback, payment reversal, or stop payment without first exhausting that process is a breach of these Terms. You are responsible for all resulting chargeback and bank fees and costs, the disputed amount remains due pending resolution, and we may place your account on immediate credit hold and move it to prepayment.

3.7 Collection. Balances more than sixty (60) days past due receive a formal written demand. Balances more than ninety (90) days past due are referred to a collection agency or attorney. You are responsible for all reasonable costs of collection, including agency fees and attorney’s fees, on any balance so referred.

4. Shipping Claims — Damage, Shortage, Wrong Product

Every shipment must be inspected on arrival. The deadlines below are conditions of any claim. Claims not made within them are waived.

4.1 Why the delivery receipt matters. A signed delivery receipt without notation is the carrier’s proof of clean delivery, and it ends any claim against the carrier. Note damage and broken seals before you sign. We recommend photographing every pallet intact, with seals in place, before breaking it down.

4.2 Claim period. Shipping damage, shortage and wrong-product claims received after the fourteenth (14th) day following the ship date are closed. The ship date is the date shown on your shipping confirmation.

4.3 Preservation. Product and packaging subject to a claim must be kept in the condition received, available for inspection, until the claim is resolved. We may request the return of cartons or packaging at our expense. Disposal before resolution voids the claim.

4.4 Resolution. We investigate shortage claims against our pick records, loading photographs, seal numbers, and shipping weights. Where our records show a complete, sealed shipment left our facility, the claim will be declined and we will share the basis.

4.5 Remedy. Our sole obligation on a valid claim is, at our option, replacement of the affected product or credit at the invoice price paid. See Section 7.

5. Returns

Returns are an accommodation, not a right (Section 2.3). Where we elect to accept one, the following conditions apply.

5.1 Authorization — no RMA, no return

No product may be returned without a Return Merchandise Authorization (“RMA”) number issued by us in advance. The RMA number must appear on the outside of every carton, and product must ship to the return address on the RMA packing slip. Product arriving without a valid RMA may be refused, returned to you freight-collect, or held without credit, at our discretion.

5.2 Timing

• RMA requests must be submitted within 45 days of the ship date of the order. This period applies to every return for every reason, and is not extended by any change in law, regulation, or enforcement position (Section 6).
• An issued RMA is valid for 15 days. Product must be shipped to us within that period.

5.3 Requesting an RMA

Requests are made through your sales representative, who will arrange for you to receive a link to our returns site. Each request must identify the order number shown on your order confirmation and, for each line, the SKU, quantity, lot code (where available), and the reason for return. Photographs are required for any claimed defect, shortage, or damage. Quantities may not exceed the quantities on the referenced order, net of anything already returned or credited. A missing lot code does not by itself prevent a return.

5.4 Non-returnable product

• Opened, unsealed, or tampered product
• Expired product. Expiration is determined as of the date the product is received at our facility
• Custom, private-label, or made-to-order product
• Closeout, clearance, or specially discounted purchases
• Product damaged after delivery or not in its original packaging
• Product whose lot code does not match the referenced order
• Product that cannot lawfully be shipped by you or received by us
• Samples, promotional, and free-goods product — not returnable and not creditable in any circumstance

5.5 Fees and freight

The fee is calculated on the price you actually paid for each item, after discounts, and applies only to items we accept for credit. Items returned for different reasons are authorized and shipped under separate RMAs, so freight and fees follow each RMA. There is no fee on items we do not accept and no separate processing charge. The reason stated on the RMA request is verified at inspection. Product returned as defective that passes inspection is treated as an ordinary return, and the applicable fee applies, only if it is otherwise eligible and accepted for credit.

5.6 Inspection and credit

Credit is issued only after receipt and inspection at our facility, and only for units we accept for credit. Our inspection determination — including whether a unit is accepted for credit and whether a claimed defect is confirmed — is final. A “confirmed product defect” means a nonconformance to specification or label at the time of shipment, as determined by our inspection. Opened units, expired units, and damaged, contaminated, or otherwise unsalvageable units are not accepted and are not credited; damaged or unsalvageable condition alone does not disqualify an otherwise eligible confirmed-defect or covered shipping-damage claim. Units that need minor rework to resell (labels, sleeves, display packaging) are accepted on the same basis as resalable units. Units not accepted are disposed of at our discretion unless you request their return at your expense within ten (10) days of notification. Credit is issued as store credit against your account after completed inspection, is subject to setoff under Section 3.4, and expires twelve (12) months after issuance if unused. Store credit is the only remedy on an ordinary return; on a valid claim under Section 4 or a confirmed defect, our remedy is replacement or credit at our option, as provided in Sections 4.5 and 7. We do not issue cash refunds, check refunds, or payment reversals for returned product.

5.7 Product not covered by the RMA

Product that arrives in excess of the quantities on the RMA, product not listed on it, product whose lot code does not match the referenced order, or product with insufficient remaining shelf life for the referenced order is an unauthorized return. It is held in quarantine and is not credited. We will notify you of what arrived. You may arrange its return at your expense within ten (10) days of notification; otherwise we dispose of it with no credit.

6. Regulatory Restrictions and Change in Law

6.1 Your responsibility. You represent that you hold all licenses, permits, and registrations required to purchase, possess, and resell the products in your jurisdiction, and that you will not resell into any jurisdiction where the product is restricted. You are solely responsible for monitoring the legal and regulatory status of the products in every market in which you operate, and for managing your inventory accordingly.

6.2 No representation. We make no representation that any product will remain lawful for sale in any jurisdiction.

6.3 Effect of a change in law. A change in law, regulation, or enforcement position that restricts your ability to sell, possess, or transport products already shipped does not create, extend, or reopen any right of return, does not entitle you to any credit, refund, or price adjustment, and does not relieve you of your obligation to pay for those products in full. Product affected by a change in law is subject to the same return terms as any other product: an RMA requested within 45 days of the ship date under Section 5, the fee in Section 5.5, and only where the product can lawfully be shipped by you and received by us. Product that cannot be returned must be disposed of by you in compliance with applicable law, at your expense.

6.4 No authority. Consistent with Section 1.4, no employee, representative, or agent of The Pack Label, Inc. has authority to promise or commit to any regulatory return, credit, buyback, or extension of the return period.

7. Limitation of Liability

Our sole obligation on any valid claim under these Terms is, at our option, replacement of the affected product or credit at the invoice price paid. We are not liable for lost profits, lost sales, freight, labor, disposal costs, or any incidental, consequential, or special damages, however arising. Our total liability in connection with any order will not exceed the invoice value of that order. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PRODUCTS ARE SOLD WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. General

8.1 Governing law and venue. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles County, California. In any action to enforce these Terms or collect amounts owed, the prevailing party is entitled to recover its reasonable attorney’s fees, expert fees, and costs.

8.2 No waiver. Our failure to enforce any provision, or our grant of any accommodation, is not a waiver of that provision or any other and does not establish a course of dealing.

8.3 Severability. If any provision is held unenforceable, the remainder stays in effect.

8.4 Questions. Questions about these Terms, RMA requests, and claims may be directed to your sales representative.

The Pack Label, Inc. d/b/a The Pack Labs — Wholesale Sales Terms v3.5 — Effective 10/01/2026