Arcadian Customer Agreement

Arcadian Outfitters®
Love Where You Live™

RETAIL PROGRAM AGREEMENT

Arcadian Outfitters, LLC

Parties. This Retail Program Agreement (“Agreement”) is entered into by and between Arcadian Outfitters, LLC (“Arcadian”), an Idaho limited liability company, and the Retailer accepting this Agreement (“Retailer”), effective as of the date Retailer accepts it (“Effective Date”).

“Products” means Arcadian-branded headwear, patches, and related accessories. “Display” means Arcadian’s compact branded fixture provided for in-store use. “Approved Locations” means the retail locations approved by Arcadian for resale of Products.

Arcadian provides premium, state-specific Products for resale through Approved Locations. A compact branded Display may be installed to house Products. Retailer owns the Display and inventory after purchase but authorizes Arcadian or its merchandiser to maintain, clean, photograph, and restock under Arcadian’s vendor-managed model. Arcadian determines mix, quantity, and timing of refills to maximize sell-through.

Refills must be approved by the Retailer (owner or manager) via email, text, portal, or signed form. Upon approval, Arcadian selects the Products and refill schedule. Retailers may not set SKU or dollar limits.

Free ground shipping is included within the contiguous U.S.; expedited shipping is billed to Retailer. Products are deemed accepted unless defects or shortages are reported within 5 business days of delivery.

Arcadian publishes wholesale pricing, MAP (Minimum Advertised Price), and MSRP, and may update them periodically on notice. Retailer must follow MAP in all public advertising.

Payment Terms.

Net 30 with approved credit; otherwise prepaid. Retailer agrees to pay all invoices in full when due. Invoices not paid when due may accrue a late charge of 1.5% per month (18% per annum), or the maximum amount allowed by applicable law, whichever is less. Retailer is also responsible for all reasonable costs of collection of past-due amounts, including reasonable attorney fees and court costs, to the extent permitted by law. Arcadian may suspend shipments, place the account on credit hold, or terminate this Agreement for nonpayment or repeated late payment.

Credit Terms.

Approved credit and Net 30 terms are extended at Arcadian’s sole discretion. Arcadian may request a credit application and financial information and may modify, suspend, or revoke credit terms at any time based on Retailer’s payment history or creditworthiness.

Taxes; Resale.

Prices are exclusive of sales, use, excise, and similar taxes. Retailer is responsible for all such taxes arising from its purchases or resale, other than taxes on Arcadian’s net income. A Retailer purchasing for resale shall provide a valid resale or exemption certificate; absent a valid certificate, applicable taxes may be added to invoices.

Public Entities.

If Retailer is a State of Idaho agency or an Idaho taxing district, payment and any late-payment interest will follow Idaho’s prompt-payment requirements applicable to public entities, except to the extent this Agreement lawfully provides otherwise.

Displays are exclusively for Arcadian Products; Retailer may not place, attach, or stock any non-Arcadian items on or around the Display.

Retailer shall:

•        Keep Displays visible, clean, and unobstructed;

•        Maintain safe placement;

•        Grant Arcadian or its merchandiser access for service, cleaning, photography, or restocking; and

•        Assume responsibility for loss, theft, or damage to the Display or inventory while on premises.

Credits or exchanges are only for verified defects, shipping errors, or mis-ships. Arcadian may, at its discretion, exchange slow-moving Products to optimize performance. Credits are not issued if Retailer ends participation or removes the Display.

Total credit value may not exceed the related invoice. Returned items must be clean, tagged, and resellable. A return authorization (RMA) is required before returning any Product.

Merchandisers visit approximately every 4–6 weeks to clean, organize, photograph, and report inventory. Retailer authorizes Arcadian to collect in-store photos and data for internal use and quality assurance.

Products may be sold only at Approved Locations. Online or marketplace sales (Amazon, eBay, etc.) require Arcadian’s prior written consent. MAP or channel violations may result in immediate suspension or termination.

Arcadian warrants Products against manufacturing defects for 90 days from invoice. Arcadian’s total liability is limited to the amount paid by Retailer for affected Products in the prior 12 months. Arcadian is not liable for indirect or consequential damages.

Retailer agrees to indemnify and hold harmless Arcadian and its affiliates from any claims, losses, or expenses arising from Retailer’s negligence, misuse, or breach of this Agreement.

Because Retailer owns and bears the risk of loss for the Display and inventory while on its premises, Retailer shall maintain commercial general liability and property coverage adequate to cover such risk and its obligations under this Agreement. Retailer shall provide proof of coverage upon reasonable request.

Wholesale pricing, the terms of this Agreement, and any non-public business, sales, or customer information disclosed by Arcadian are confidential. Retailer shall not disclose such information to third parties except as required by law or to advisors bound by confidentiality, and shall use it only to perform under this Agreement. Published MAP and MSRP are not confidential.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship, and neither party may bind the other. This Agreement grants no exclusive territory or other exclusive rights.

Neither party is liable for delays or non-performance due to causes beyond reasonable control, including natural disasters, labor actions, pandemics, government actions, or supply chain disruptions.

This Agreement remains in effect until terminated. Either party may terminate with 10 days’ written notice. Arcadian may terminate immediately for non-payment, MAP violations, or material breach.

This Agreement renews automatically on a year-to-year basis unless terminated. No exclusivity or assignable rights are granted. Retailer may not transfer or assign this Agreement without Arcadian’s written consent. Upon termination, Retailer remains responsible for all amounts then due, and any provisions that by their nature should survive will survive.

Notices under this Agreement must be in writing and are effective when sent to the other party’s primary email or mailing address on file (for Arcadian: info@arcadianoutfitters.com), or when delivered by hand or recognized courier. Routine operational communications, such as refill approvals, may be made by email, text, portal, or signed form as described above.

This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Ada County, Idaho. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorney fees and costs to the extent permitted by law.

Entire Agreement. This Agreement, together with Arcadian’s published wholesale pricing, MAP/MSRP, referenced policies, and Arcadian’s Terms of Service, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.

Amendment. Except for Arcadian’s periodic updates to published pricing, MAP/MSRP, and policies on notice, this Agreement may be amended only by a writing signed by Arcadian.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Waiver. A party’s failure to enforce any right or provision is not a waiver of that or any other right or provision.

Survival. Provisions relating to accrued payment obligations, Returns & Credits, Warranty & Liability, Indemnification, Confidentiality, and Governing Law/Venue survive termination.

Electronic Acceptance. Retailer may accept this Agreement electronically, including by clicking “accept” (or similar) during online registration. Such acceptance has the same force and effect as a handwritten signature and creates a binding agreement.

By clicking “I accept,” checking the acceptance box, registering an account, or placing an order, Retailer acknowledges that it has read, understood, and agrees to be bound by this Agreement. The person accepting represents that they are authorized to bind the Retailer. Arcadian records the date and time of acceptance, which serves as the Effective Date.

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