ANZA Partner Client Agreement

ANZA PARTNER CLIENT AGREEMENT
Effective Date: MARCH 2024
Issued by ANZA, LLC
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Introduction
This Partner Client Agreement (“Agreement”) outlines the terms under which ANZA, LLC (“ANZA,” “we,” “our,” or “the Company”) permits approved partners (“Client”) to purchase, place, represent, and, where authorized, retail ANZA products within approved environments.

By placing your first partnership order with ANZA, you acknowledge and agree to all terms set forth in this Agreement. 

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1. Partner Account Structure
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ANZA maintains a tiered partner structure designed to support diverse partners while protecting brand integrity and market positioning.

Boutique Stockist Partner
• Opening order minimum: 3 cases
• Monthly reorder minimum: 3 cases
• Intended for spas, salons, wellness studios, lifestyle boutiques, and small retail environments

Distributor Partner
• Opening order minimum: 10 cases
• Monthly reorder minimum: 10 cases
• Permitted limited B2B resale to approved partners with written ANZA approval
• Must maintain accurate sales practices and uphold ANZA’s brand standards

Enterprise Partner
• Opening order minimum: 5,000 cases
• Monthly reorder minimum: 5,000 cases
• May include bulk logistics support, priority production planning, and approved co-marketing initiatives

ANZA reserves the sole right to approve, deny, pause, or terminate partner access at any time.

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2. Ordering, Payments & Pricing
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Payment Requirements
All orders must be paid in full at the time of ordering. ANZA processes orders only after payment clears. Accepted methods include credit card, debit card, ACH transfer, wire transfer, and approved invoicing for Enterprise partners.

Partner Pricing
Partner pricing is confidential and exclusive to approved partners. Pricing may be updated with reasonable advance notice.

Private Label Restrictions
ANZA does not offer private label, rebranding, custom formulation, or white-label manufacturing.

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3. Minimum Order Requirements
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Minimum order requirements are tier-specific and form part of ANZA’s allocation and placement standards. To maintain active Partner status, the following minimums apply:

Boutique Stockist Partner
• Opening: 3 cases
• Monthly reorder: 3 cases

Distributor Partner
• Opening: 10 cases
• Monthly reorder: 10 cases

Enterprise Partner
• Opening: 5,000 cases
• Monthly reorder: 5,000 cases

ANZA may pause, reclassify, or terminate partner access for partners that fail to meet reorder minimums.

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4. Shipping, Delivery & Receiving Protocols
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Shipping
All shipments are FOB from ANZA’s fulfillment facilities. Shipping costs are the responsibility of the Client unless otherwise stated. ANZA is not responsible for delays caused by carriers, weather conditions, customs, or external logistical factors.

Receiving Requirements
Clients must:
• Inspect delivered goods within two (2) business days
• Confirm accurate quantities
• Review for damage or irregularities
• Maintain written documentation of any concerns

Damage Claims
Claims must be submitted within two (2) business days of delivery and include:
• Photographs of exterior packaging
• Photographs of interior packaging and affected product
• Accurate counts of damaged items
• The corresponding order number

Late claims cannot be honored.

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5. Returns, Refunds & Replacements
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Due to the consumable nature of ANZA products, returns are not accepted.
Refunds, credits or replacements may be provided only when:
• A verified manufacturing defect is identified, or
• Damage occurred prior to delivery and is validated

Products damaged due to improper storage or handling after receipt are not eligible for replacement or credit.

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6. Pricing Integrity & MAP Compliance
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MSRP Guidelines
• Single can MSRP: $8.99
• 12-pack MSRP: $96

Minimum Advertised Price (MAP)
Retailers may not advertise ANZA products at more than 15% below MSRP without prior written approval.

MAP violations may result in:
• Temporary suspension of partner access
• Revised access to pricing or volume tiers
• Permanent removal from the program

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7. Sales Channels & Distribution Restrictions
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Approved Channels
Approved partners may place and retail ANZA products through:
• Physical retail locations
• Their own branded websites
• Professional environments including spas, salons, and wellness studios
• Private or in-person events

Prohibited Channels
Clients may not sell ANZA products on:
• Amazon
• Walmart Marketplace
• eBay
• Etsy
• Any third-party online marketplace

The following are also prohibited:
• Diverting product to unauthorized resellers
• Selling outside approved territories
• Repackaging or altering ANZA products
• Unapproved bulk resale or redistribution

Violation of channel restrictions may result in immediate termination.

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8. Branding, Marketing & Representation Standards
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Approved partners may use ANZA assets including:

• Official product images
• Brand photography supplied by ANZA
• Approved descriptions and messaging

Clients may not:
• Alter ANZA logos, colors, or visual identity
• Create unapproved or misleading marketing assets
• Modify packaging or labeling
• Misrepresent product benefits or claims

All marketing must reflect ANZA’s high-end, editorial, minimal luxury brand aesthetic.  ANZA reserves the right to request removal or revision of any partner-created materials that do not meet brand standards.

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9. Product Storage, Handling & Integrity
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Clients must ensure that ANZA products are:
• Stored in a cool, dry, temperature-controlled environment
• Protected from heat, freezing conditions, and direct sunlight
• Maintained using FIFO (First In, First Out) inventory rotation

ANZA is not responsible for product degradation caused by improper storage or handling after delivery.

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10. Confidentiality Obligations
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Clients must maintain confidentiality regarding:
• Partner pricing
• Volume discounts
• Tier structures
• Enterprise or distributor pricing
• Internal communications
• Sales strategies and brand direction
• Any proprietary ANZA documentation

This information may not be shared with external parties.

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11. Termination, Enforcement & Compliance
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ANZA, LLC may suspend or terminate partner access if the Client:
• Violates MAP policy
• Sells on prohibited marketplaces
• Misrepresents or misuses ANZA branding
• Fails to meet monthly reorder minimums
• Engages in diversion or unauthorized bulk resale
• Participates in unethical or fraudulent practices

Upon termination, the Client must immediately:
• Cease selling ANZA products
• Remove all ANZA branding and marketing assets
• Discontinue any unapproved resale activities

Remaining inventory may only be sold with written authorization from ANZA.

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12. Limitation of Liability
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ANZA, LLC is not liable for:
• Lost profits
• Indirect, incidental, or consequential damages
• Shipping or carrier delays
• Storage-related damages
• Product deterioration caused after delivery

Maximum liability is limited to the cost of the affected order.

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13. Governing Law
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This Agreement is governed by the laws of the State of North Carolina.

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14. Acceptance of Terms
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By placing a partner order with ANZA, LLC, the Client acknowledges that they have read, understand, and agree to be bound by the terms of this Agreement.

Acceptance occurs upon ANZA’s approval of the Client’s application and the Client’s placement of their first approved partner order.