As a customer, I acknowledge and agree that I (hereinafter referred to as “I”, “me”, or “Customer”) am entering into a legally binding agreement with Sakom Investments LLC, dba Texas Wholesale, and Texas Wholesale Venture #1 LLC, dba Texas Wholesale II (hereinafter referred to as “Texas Wholesale”). I understand and accept the following terms and conditions, which govern my customer application with Texas Wholesale.

DEFINITIONS.

"Goods" refers to the tangible products, merchandise, or items provided or offered by Texas Wholesale as part of the business relationship with the Customer. It includes any physical goods, materials, or products that are subject to purchase, delivery, or transaction.

"Contract" refers to each individual agreement for the sale of Texas Wholesale's Goods to the Customer. The Contract is formed upon Texas Wholesale's acceptance of the Customer's order, whether orally, in writing, or by the delivery of the Goods. The Contract is created solely based on such acceptance and is subject to these Terms and Conditions.

ELECTRONIC SIGNATURE.

By utilizing the designated electronic signature platform provided by Texas Wholesale, I acknowledge and affirm that my electronic signature holds the same legal weight and enforceability as a handwritten signature. I understand and agree that the use of the designated electronic signature platform is a convenient and efficient means of signing and submitting documents electronically. I recognize that this electronic signing method does not diminish the legal validity or enforceability of the signed documents, ensuring that they are legally binding and admissible in accordance with applicable laws and regulations.

DOCUMENT INTEGRITY.

I acknowledge that it is my responsibility to carefully review all documents before electronically signing and submitting them. I agree to ensure the integrity and accuracy of the information provided during the electronic signing process.

PAYMENT.

I understand and agree that all sums due from me as the Customer in respect of each delivery shall be invoiced on dispatch. I acknowledge that all invoices issued by Texas Wholesale must be paid in full, without any set off or deduction, unless expressly agreed in writing by Texas Wholesale, on the due date specified on the invoice. I further acknowledge that no anticipation discount may be taken on invoices paid prior to their due date.

During any period in which sums due by me as the Customer to Texas Wholesale on any Contract remain unpaid after the due date, I understand that Texas Wholesale shall be entitled to suspend my account.

I acknowledge that all sums due from me to Texas Wholesale under any Contract shall bear interest from the due date until payment is made in full, at the highest rate allowed by applicable law.

I am aware that Texas Wholesale reserves the right to impose a credit limit on me as the Customer, and that Texas Wholesale may amend such credit limit from time to time. I understand that Texas Wholesale shall be entitled to suspend deliveries of Goods to me if, and for the period of time during which, any credit limit may be exceeded.

Bounced Checks/ACHs.

If any payment made via check or Automated Clearing House (ACH) transaction is returned or dishonored due to insufficient funds, closed accounts, or any other reason, the Company reserves the right to report such incidents to the appropriate authorities, including the District Attorney's office, and take appropriate legal action to recover the owed amount. I acknowledge that any returned or rejected check/ACHs may result in additional fees, the suspension of my account, and may affect my creditworthiness. In the event of any dispute arising out of or related to the payment of invoices, both parties agree that the prevailing party shall have the right to seek reimbursement of reasonable attorney's fees and court costs incurred in connection with resolving such disputes. The prevailing party is the party that succeeds on the majority of the significant issues in the dispute. In case of non-payment, bounced checks/ACHs, or any breach of these terms and conditions, the Company reserves the right to pursue civil and/or criminal proceedings as allowed by law. The Company may seek remedies such as damages, injunctive relief, and any other available legal remedies to enforce its rights under these terms.

ACH PAYMENT AUTHORIZATION.

By signing and submitting my customer application, I authorize Texas Wholesale to initiate electronic Automated Clearing House (ACH) debit transactions from my designated bank account. This authorization allows Texas Wholesale to collect payment for goods and services provided. I understand that the ACH debit transactions will be processed in accordance with the rules and regulations of the National Automated Clearing House Association (NACHA). I agree to maintain sufficient funds in my designated bank account to cover the authorized ACH debits. I acknowledge that any returned or rejected ACH transactions may result in additional fees, the suspension of my account, and may affect my creditworthiness.

DELIVERY.

I acknowledge and agree that each delivery from Texas Wholesale requires a minimum order value of $1250, excluding Cigarettes, Phone Cards, and Drinks. This minimum order requirement is essential to ensure efficient operations and cost-effectiveness for both parties involved. Failure to meet the minimum order requirement may result in additional fees or the inability to process the order. Texas Wholesale reserves the right to modify the minimum order requirement, with reasonable notice provided to customers. Any changes to the minimum order requirement will not affect orders already placed or in progress. It is the responsibility of the customer to adhere to the minimum order requirements and plan their purchases accordingly to ensure timely and satisfactory fulfillment of their orders. Texas Wholesale may, at its discretion, waive the minimum order requirement on a case-by-case basis, subject to mutual agreement between Texas Wholesale and the customer. Such waivers shall not create a precedent or obligation for future transactions. Customers are encouraged to consult with their designated Texas Wholesale representative for any inquiries or clarifications regarding the minimum order requirements.

I understand that any delivery dates provided by Texas Wholesale are estimates only, and the time of delivery shall not be considered essential unless expressly agreed upon in writing. Texas Wholesale does not deliver to PO boxes or residential addresses.

I acknowledge and agree that Texas Wholesale shall not be liable in any manner to me as the Customer for any non-delivery or late delivery of the Goods, regardless of the reason. I understand that Texas Wholesale shall not be responsible for any loss, including but not limited to any direct or indirect consequential loss or lost opportunity, arising from any non-delivery or late delivery of all or any part of the Goods.

I understand that in the event that Texas Wholesale is unable to fulfill the entire order due to supply issues or other circumstances beyond their reasonable control, they will make their best efforts to fulfill the order to the fullest extent possible. I understand that there may be instances where they are unable to fulfill the order in its entirety. I acknowledge and agree that Texas Wholesale shall not be held liable for any inability to deliver the complete order, and I understand that the invoice issued by Texas Wholesale will be updated to reflect the actual amount of Goods delivered.

If I fail to accept delivery of the Goods, I acknowledge that the Goods shall be deemed to have been delivered, and the risk in the Goods shall pass to me. Texas Wholesale shall arrange for storage and insurance of the Goods until delivery is completed and reserves the right to charge me for all costs incurred in connection with storage and insurance.

CANCELLATION.

I understand and agree that, unless provided in writing by Texas Wholesale, I am not entitled to cancel any order once it has been placed. Texas Wholesale retains the sole discretion to grant or deny cancellation requests. In the event that Texas Wholesale grants consent for order cancellation, I acknowledge and agree that the Goods must be returned to Texas Wholesale in their original state as they were upon delivery. Any costs associated with the return of the Goods shall be borne by me as the Customer.

I understand that the cancellation of an order may be subject to additional terms and conditions as determined by Texas Wholesale. I agree to abide by any specific requirements or instructions provided by Texas Wholesale in the event of an approved cancellation.

REPRESENTATIONS AND WARRANTIES.

I acknowledge and agree that Texas Wholesale makes no representations or warranties, whether express or implied, other than those expressly stated in these terms and conditions. I understand that any descriptions, specifications, or information provided by Texas Wholesale regarding the Goods or any other aspect of the business relationship are for general informational purposes only and do not constitute a representation or warranty unless specifically stated in writing by Texas Wholesale.

I further acknowledge and agree that Texas Wholesale does not make any warranties regarding the merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights with respect to the Goods. I understand that any usage of the Goods is at my own risk and I am solely responsible for determining their suitability for my intended purposes.

I agree that any statements, recommendations, or advice provided by Texas Wholesale or its representatives do not constitute warranties or guarantees, and I acknowledge that I have not relied on any such statements, recommendations, or advice in entering into this business relationship or making any purchasing decisions.

RISK.

I acknowledge and agree that upon delivery of the Goods, the risk of loss or damage shall pass to me as the Customer. It is my responsibility to ensure the safekeeping and protection of the Goods from the time of delivery.

I understand and agree that Texas Wholesale retains ownership of the Goods until full payment has been received. Until payment in full is made, I acknowledge that the Goods remain the property of Texas Wholesale and I hold them as a bailee.

I agree to take all necessary precautions to maintain the condition and security of the Goods. I will handle and store the Goods with due care, protecting them from theft, loss, or damage. Any loss or damage occurring after delivery shall be my sole responsibility.

I hereby undertake not to sell, transfer, encumber, or dispose of the Goods until full payment has been received by Texas Wholesale. In the event of non-payment, I understand that Texas Wholesale reserves the right to reclaim the Goods and pursue any legal remedies available to recover the outstanding amounts.

INSPECTION.

I acknowledge and agree that it is my responsibility as the Customer to inspect the Goods promptly upon delivery. At delivery, I shall carefully examine the Goods to ensure they conform to the agreed specifications, quantity, and quality. Any claims related to non-conforming Goods, including incorrect quantity, damaged Goods, or discrepancies, must be reported to Texas Wholesale in writing at the time of delivery. Failure to provide such notice may result in the waiver of any such claims.

In the event that I fail to inspect the Goods or to notify Texas Wholesale of any non-conformities during delivery, I shall be deemed to have accepted the Goods in their delivered condition, and no further claims or remedies will be available to me.

I understand and acknowledge that any return or exchange of Goods requires the prior written consent of Texas Wholesale. Texas Wholesale reserves the right to determine the appropriate resolution, which may include repair, replacement, or refund, subject to the terms and conditions agreed upon between Texas Wholesale and me.

LIMITATION OF LIABILITY.

I acknowledge and agree that Texas Wholesale's liability under these terms and conditions shall be limited and exclusive. It shall replace and exclude all other liabilities, whether under any other warranties, conditions, or terms, express or implied, by law or otherwise. This limitation of liability applies to any claims, whether in contract, tort (including negligence), or any other legal theory, and includes any liability regarding the quality, condition, description, or fitness for any particular purpose of the Goods, to the maximum extent permitted by applicable law.

I UNDERSTAND AND ACCEPT THAT TEXAS WHOLESALE SHALL NOT BE LIABLE TO ME FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES. THIS INCLUDES DAMAGES FOR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SALE OF THE GOODS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY ME OR COULD HAVE BEEN REASONABLY FORESEEN. IT APPLIES TO ALL LEGAL OR EQUITABLE THEORIES, INCLUDING CONTRACT, TORT, OR ANY OTHER BASIS FOR A CLAIM, AND IT REMAINS IN EFFECT NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.

I acknowledge and agree that Texas Wholesale's aggregate liability arising out of or related to the sale of Goods, whether arising from a breach of contract, tort (including negligence), or any other cause of action, shall not exceed the total amount of payments made by me to Texas Wholesale for the Goods during the preceding six (6) month period, or $5,000, whichever is less. This limitation of liability shall apply regardless of the number or nature of the claims giving rise to liability.

LICENSE RENEWAL.

I understand and acknowledge that it is my responsibility to ensure that all necessary licenses, including but not limited to the Texas E-Cigarette Retailer Permit and the Texas Cigarette and/or Cigars and Tobacco Products Taxes Permit, are renewed. License renewal is a crucial requirement to comply with relevant laws and regulations and maintain eligibility to conduct business with Texas Wholesale. Failure to renew these licenses may result in the suspension or termination of my account. Texas Wholesale will provide notice and reminders regarding license renewal deadlines as a courtesy, but it remains my sole responsibility to initiate and complete the renewal process within the required timeframe. Texas Wholesale reserves the right to request updated copies of the renewed licenses to ensure compliance. It is essential that I promptly provide Texas Wholesale with the renewed licenses upon receipt. Texas Wholesale will keep the renewed licenses on file for the duration of our business relationship. I understand that the failure to renew licenses may result in legal consequences and jeopardize the continuity of my account with Texas Wholesale. I am responsible for any fees or penalties associated with license renewal and will bear any costs related to non-compliance. Should any changes occur to the licensing requirements or procedures, Texas Wholesale will make reasonable efforts to communicate such updates, but it remains my responsibility to stay informed and adhere to the prevailing licensing requirements. I am encouraged to seek professional advice or consult with appropriate authorities to ensure compliance with all licensing obligations. Texas Wholesale shall not be held liable for any losses, damages, or liabilities arising from my failure to renew the required licenses or comply with applicable licensing regulations.

MODIFICATION.

I understand and acknowledge that Texas Wholesale reserves the right to modify these terms and conditions at any time, at its sole discretion. Texas Wholesale will provide notice of any modifications by reasonable means, such as email, website notification, or other forms of communication deemed appropriate by Texas Wholesale. You understand that no modification of these Terms shall be effective and bind Texas Wholesale in any manner whatsoever unless (i) expressly agreed in writing by Texas Wholesale in or (ii) expressly agreed in writing by a duly authorized signatory of Texas Wholesale.

INTELLECTUAL PROPERTY.

I understand and agree that the supply of Goods by Texas Wholesale does not grant me any rights to use Texas Wholesale's intellectual property rights in any manner. I acknowledge that I shall not amend or modify any trademarks or logos of Texas Wholesale appearing on or in connection with the Goods. Any specifications, plans, drawings, process information, patterns, designs, formulae, or other processes (collectively referred to as "Specifications") provided or disclosed to me in connection with the Goods shall remain the sole property of Texas Wholesale or its licensors. I acknowledge that the supply of Goods does not grant me any rights to use the Specifications. I agree to keep all Specifications confidential and not disclose them to any third party. Upon request by Texas Wholesale, I shall promptly return all Specifications to Texas Wholesale.

I understand and acknowledge that any intellectual property rights associated with the Goods, including trademarks, copyrights, and patents, are the exclusive property of Texas Wholesale or its licensors. I shall not acquire any rights or licenses to use such intellectual property rights unless expressly granted in writing by Texas Wholesale.

I agree not to engage in any activities that may infringe upon Texas Wholesale's intellectual property rights or the rights of any third party. I shall not reproduce, distribute, or modify any intellectual property belonging to Texas Wholesale without obtaining prior written consent.

GOVERNING LAW AND DISPUTE RESOLUTION.

These terms and conditions will be governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Texas in connection with any dispute between you and Texas Wholesale arising out of these terms and conditions or pertaining to the subject matter hereof. The parties to these terms and conditions each agree that the exclusive venue for any dispute between the parties arising out of these terms and conditions or pertaining to the subject matter hereof shall be in the state courts in Dallas County, Texas and the federal courts in Dallas, Texas.

Any dispute, controversy, or claim arising out of or relating to these terms and conditions, including their validity, interpretation, enforceability, or breach, shall be resolved through good faith negotiation between the parties. If the parties are unable to reach a resolution, the dispute shall be exclusively submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Texas, and the decision of the arbitrator shall be final and binding. Each party shall bear its own costs and attorney's fees associated with any dispute or arbitration.

ATTORNEYS FEES.

In the event of any dispute, controversy, or legal action arising out of or related to these terms and conditions between Texas Wholesale and the Customer, both parties agree that the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses incurred in connection with such dispute or legal action. This provision applies to any proceedings, including arbitration, mediation, administrative proceedings, or court litigation, whether initiated by Texas Wholesale or the Customer. The determination of the prevailing party and the reasonableness of attorney's fees shall be within the discretion of the court or arbitrator.

WAIVER OF JURY TRIAL.

I understand and acknowledge that I am voluntarily waiving my right to a jury trial in any legal proceeding arising out of or related to these terms and conditions. I understand that this waiver of jury trial provision does not prevent me or Texas Wholesale from seeking injunctive relief or any other equitable remedy in any court of competent jurisdiction.

ACCOUNT TERMINATION.

Texas Wholesale reserves the right to terminate or suspend my account at any time, with or without cause, at its sole discretion. Termination may result from factors including, but not limited to, non-payment, violation of these terms and conditions, suspicious account activity, or any other reason deemed necessary by Texas Wholesale. Texas Wholesale shall provide reasonable notice of termination or suspension, except in cases where immediate action is required to protect the interests of Texas Wholesale or its customers. In the event of account termination or suspension, I agree to settle any outstanding balances and fulfill any remaining obligations to Texas Wholesale. Upon termination, Texas Wholesale may, at its discretion, restrict my access to its systems, services, or facilities, including online ordering portals, inventory management tools, or other resources.

WAIVER.

I acknowledge and agree that any failure or delay by Texas Wholesale in exercising or enforcing any right or provision under these terms and conditions shall not constitute a waiver of such right or provision. The waiver of any specific right or provision must be made in writing and signed by an authorized representative of Texas Wholesale.

The waiver of any particular breach of these terms and conditions shall not affect or limit the rights of Texas Wholesale with respect to any subsequent or other breaches. The rights and remedies of Texas Wholesale under these terms and conditions shall be cumulative and not exclusive of any other rights or remedies provided by law.

ASSIGNMENT.

I understand and agree that I shall not assign, transfer, or delegate any rights or obligations under these terms and conditions without the prior written consent of Texas Wholesale. Any attempted assignment, transfer, or delegation without such consent shall be null and void. Texas Wholesale reserves the right to assign, transfer, or delegate its rights and obligations under these terms and conditions, in whole or in part, to any third party without my consent. I agree that Texas Wholesale may freely assign, transfer, or delegate its rights and obligations, and such assignment, transfer, or delegation shall not release me from my obligations or alter the terms of the agreement.

In the event of an assignment, transfer, or delegation by Texas Wholesale, the assignee, transferee, or delegatee shall assume all rights and obligations under these terms and conditions, and I shall continue to perform my obligations as required.

ENTIRE AGREEMENT.

This Customer Application, together with the Terms and Conditions outlined herein, constitutes the entire agreement between myself, as the Customer, and Texas Wholesale, governing the business relationship and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

I acknowledge that no modifications, amendments, or waivers to these Terms and Conditions shall be valid unless agreed upon in writing by both parties. Any conflicting or additional terms proposed by me in connection with the Goods or business relationship shall be deemed void and of no effect unless specifically agreed to in writing by Texas Wholesale.

PRIVACY.

I acknowledge and agree that any business contact information provided to Texas Wholesale, including but not limited to names, addresses, phone numbers, and email addresses, may be processed by Texas Wholesale for the purpose of providing the Goods and marketing the Goods to me as the Buyer.

I confirm that I have obtained all necessary rights and permissions to allow Texas Wholesale to process the business contact information provided by me or my personnel. I understand that it is my sole responsibility to ensure that any applicable data subjects have been informed and have given their consent, as required by applicable data protection laws, to permit Texas Wholesale to engage in such processing activities.

I understand and acknowledge that Texas Wholesale may contact me for marketing purposes by various means, including, but not limited to, regular mail, email , text messages or telephone.

I confirm that I have obtained all necessary rights and permissions to allow Texas Wholesale to send marketing communications via direct mail, email (at the email address I provided when I activated my account), telephone (at the number I provided when I activated my account), pre-recorded messages (at the number I provided when I activated my account), text messages (if I provided a wireless telephone number), instant messages or other communications methods.

I understand and acknowledge that Texas Wholesale will process the business contact information in accordance with applicable data protection laws and its Privacy Policy. Texas Wholesale will take reasonable measures to protect the confidentiality and security of the information provided, but I understand that no method of transmission over the internet or electronic storage is completely secure.

I acknowledge and agree that Texas Wholesale may disclose the business contact information to its trusted service providers or business partners who assist in the provision of the Goods or marketing activities. Texas Wholesale will ensure that any such third parties comply with appropriate data protection standards and safeguards.

CUSTOMER INFORMATION.

Texas Wholesale collects certain personal and business-related information about its Customers, which generally includes, but is not limited to, contact information and payment information (the “Customer Information”). Texas Wholesale collects such information in order to provide the Service or the Professional Services, as the case may be, and related technical support. If you have provided your Customer Information, Texas Wholesale may contact you for marketing purposes by various means, including, but not limited to, regular mail, email or telephone. When you activate an Texas Wholesale account, you expressly consent to receive marketing communications via direct mail, email (at the email address you provided when you activated your account), telephone (at the number you provided when you activated your account), pre-recorded messages (at the number you provided when you activated your account), text messages (if you provided a wireless telephone number), instant messages or other communications methods.

FORCE MAJEURE.

I acknowledge and agree that Texas Wholesale shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions due to circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, strikes, labor disputes, governmental actions, war, terrorism, or any other unforeseen events that prevent or hinder Texas Wholesale's performance.

In the event of a force majeure event, Texas Wholesale shall promptly notify me in writing of the occurrence and the expected impact on its ability to perform. Texas Wholesale shall make reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

If a force majeure event continues for a period of [number] days or longer, either party may choose to terminate the affected order or the business relationship as a whole, without any liability or obligation to the other party, except for any payment obligations incurred prior to the force majeure event.

HEADINGS.

I understand that the headings used in these Terms and Conditions are for convenience only and shall not be used to interpret or construe the provisions contained herein. The headings are not intended to be legally binding or have any legal effect.

SEVERABILITY.

I understand that if any provision of these terms and conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these terms and conditions.

INDEMNIFICATION.

I, as the Customer, agree to indemnify, defend, and hold Texas Wholesale, its directors, officers, employees, and agents, harmless from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to my breach of these terms and conditions, my use of the Goods, or any negligent or willful act or omission on my part.

I shall promptly notify Texas Wholesale of any claim, demand, or action for which I am seeking indemnification and provide all necessary cooperation and assistance in the defense of such claim. Texas Wholesale shall have the right to assume the defense and control of any such matter, and I shall not settle any claim without the prior written consent of Texas Wholesale. The provisions of this indemnification shall survive the termination or expiration of these terms and conditions.

NOTICE.

I understand and agree that any notice, request, demand, or other communication required or permitted under these terms and conditions shall be in writing and deemed duly given when delivered personally, sent by registered or certified mail, or sent by email with confirmation of receipt. Notices to Texas Wholesale shall be addressed as follows:

Texas Wholesale; 2667 Northaven Road, Dallas, Texas 75244

Notices to me, as the Customer, shall be sent to the address or email provided in the customer application.

I acknowledge and understand that it is my responsibility to promptly notify Texas Wholesale of any changes to my contact information to ensure that I receive any necessary communications.