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Kindling Matrix
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  • Logistics & Fulfillment

Terms and Conditions

Effective Date: June 9, 2026


These Wholesale Terms and Conditions govern business-to-business purchases, purchase orders, payments, wholesale distribution arrangements, and related services provided through kindlingmatrix.com.


Kindling Matrix is a brand operated by Kindling Moments LLC. In these Terms, “Kindling Matrix,” “we,” “us,” and “our” refer to Kindling Moments LLC operating under the Kindling Matrix brand.


This website and its ordering functions are intended for qualified retailers, dealers, resellers, commercial organizations, community partners, and other approved business purchasers. Kindling Matrix does not sell products directly to individual consumers or end users through this website.


By applying for a wholesale account, submitting a purchase order, accepting a quotation, making a payment, purchasing products from us, or engaging our services, the business purchaser agrees to these Wholesale Terms and Conditions.


 1. Our Business


Kindling Matrix provides wholesale distribution and U.S. market-development support for selected product brands.


Depending on the applicable brand, product, or commercial arrangement, we may:


 Serve as an authorized U.S. distributor

 Sell products to approved retailers, dealers, resellers, and commercial accounts

 Develop wholesale, retail, dealer, and specialty-sales channels

 Coordinate warehousing, inventory, fulfillment, and shipment

 Support retailer, dealer, distributor, and buyer relationships

 Provide marketing, market-launch, trade-show, and sales support

 Coordinate freight, samples, demonstration units, returns, and vendor communication


Products purchased through Kindling Matrix are intended for authorized resale, commercial demonstration, institutional use, community-program use, or other approved business purposes.


Unless expressly agreed in writing, purchasing products from Kindling Matrix does not make the purchaser an exclusive distributor, agent, franchisee, employee, or legal representative of Kindling Matrix, Kindling Moments LLC, or any product brand.


 2. Wholesale Account Eligibility


Wholesale purchasing privileges are available only to approved business customers.


We may request information including:


 Legal business name

 Business address and contact information

 Federal Employer Identification Number

 State seller’s permit or resale certificate

 Business license

 Retail store, website, or sales-channel information

 Billing and shipping information

 Trade references or credit information

 Authorized purchasing-contact information


Wholesale-account approval is at our discretion. We may reject, suspend, restrict, or close an account if information is incomplete, inaccurate, expired, misleading, or inconsistent with an applicable brand or sales-channel policy.


Approval of a wholesale account does not grant exclusivity, territorial rights, trademark rights, marketplace authorization, or authority to represent a brand unless expressly provided in a separate written agreement.


 3. Website Information


We make reasonable efforts to keep product descriptions, prices, images, specifications, availability, and service information accurate and current.


However:


 Product information may be updated without notice.

 Product images may be for reference only.

 Packaging, accessories, specifications, colors, or features may change.

 Prices and availability may contain errors or become outdated.

 Certain products may be available only to approved accounts or within authorized channels.


We may correct errors, revise information, change availability, or cancel an affected order before shipment.


Information displayed on the website does not constitute a binding offer. A binding order is formed only after we issue a written order confirmation, invoice, purchase-order acknowledgment, or other written acceptance.


 4. Purchase Orders


Business customers may submit purchase orders by email, website form, or another approved method.


Each purchase order should include:


 Purchaser’s legal business name

 Billing and shipping addresses

 Contact name, email address, and telephone number

 Purchase-order number

 Product names or item numbers

 Quantities

 Requested shipping method

 Resale-certificate information, if applicable

 Special delivery or handling instructions


Submitting a purchase order does not automatically mean that the order has been accepted.


We may review:


 Product availability

 Wholesale-account eligibility

 Pricing

 Minimum order requirements

 Payment terms

 Tax documentation

 Shipping costs

 Delivery requirements

 Brand or channel restrictions


An order becomes binding only after Kindling Matrix provides written acceptance, an order confirmation, or an invoice.


We are not bound by additional or conflicting terms printed on a purchaser’s purchase order unless those terms are expressly accepted by us in a separate written agreement signed by an authorized representative.


 5. Quotations and Order Confirmations


Quotations are valid only for the period stated in the quotation. If no validity period is stated, the quotation may be withdrawn or revised at any time before written order acceptance.


An order confirmation or invoice may specify:


 Products and quantities

 Unit pricing

 Discounts

 Shipping and handling charges

 Taxes

 Payment-processing charges

 Deposit requirements

 Estimated shipment dates

 Delivery terms

 Return restrictions

 Warranty information

 Special-order conditions


If there is a conflict between these Terms and a signed distribution agreement, service agreement, approved quotation, invoice, or written order confirmation, the more specific written document will control for that transaction.


 6. Pricing


Unless otherwise stated, all prices are quoted in U.S. dollars.


Wholesale pricing may vary based on:


 Product

 Brand

 Order quantity

 Customer classification

 Sales channel

 Territory

 Promotion

 Payment method

 Shipping requirements

 Applicable distribution agreement


Prices may change without notice before an order is accepted.


Prices generally do not include, unless expressly stated:


 Shipping or freight

 Sales or use tax

 Customs duties

 Import charges

 Warehousing fees

 Fulfillment fees

 Special handling

 Liftgate or limited-access delivery

 Insurance

 Installation

 Assembly

 Payment-processing fees


A website price, catalog price, quotation, or promotional price that contains an error may be corrected before the order is accepted or shipped.


 7. Minimum Orders and Case Quantities


Certain products may be subject to:


 Minimum order quantities

 Minimum order values

 Case-pack requirements

 Pallet quantities

 Brand-specific purchase requirements

 Opening-order minimums

 Reorder minimums


Applicable minimums will be communicated in the product listing, quotation, price sheet, order confirmation, or separate wholesale agreement.


We may decline or revise purchase orders that do not meet the applicable minimum requirements.


 8. Payment Terms


Payment must be made using a payment method approved by Kindling Matrix.


Available payment methods may include:


 ACH or bank transfer

 Zelle

 Credit card

 PayPal

 Other approved commercial payment methods


The applicable invoice or order confirmation will state:


 Amount due

 Payment deadline

 Deposit requirements

 Processing fees, if any

 Credit terms, if approved

 Remaining balance

 Shipment-release conditions


Unless written credit terms have been approved, payment is due before the order is processed or released for shipment.


Orders may be placed on hold until cleared funds are received.


Customers are responsible for bank fees, wire fees, returned-payment fees, chargeback fees, collection expenses, and other charges caused by an unsuccessful or disputed payment, to the extent permitted by law.


A purchaser should contact [contact@kindlingmatrix.com](contact@kindlingmatrix.com) before initiating a payment dispute or chargeback so that we have an opportunity to investigate and resolve the matter.


 9. Credit Accounts and Late Payments


Credit terms are available only if separately approved in writing.


Approval of credit terms may depend on:


 Credit history

 Trade references

 Purchase volume

 Financial information

 Payment history

 Credit insurance or guarantees


We may reduce, suspend, or revoke credit terms at any time.


Past-due balances may be subject to:


 Late-payment charges stated on the invoice

 Suspension of pending orders

 Suspension of account privileges

 Collection costs

 Reasonable attorneys’ fees where legally recoverable


Accepting a late or partial payment does not waive our right to collect the remaining balance.


 10. Taxes and Resale Certificates


Wholesale customers must provide a valid resale certificate or other tax-exemption documentation before an order can be processed without applicable sales tax.


The purchaser is responsible for:


 Providing complete and accurate tax documentation

 Informing us when documentation expires or changes

 Using products consistently with the claimed exemption

 Collecting and remitting applicable tax on resale transactions

 Paying taxes, penalties, or interest resulting from invalid or inaccurate exemption information


If acceptable exemption documentation is not provided, we may collect applicable sales tax.


The purchaser agrees to reimburse us for taxes, assessments, penalties, or interest resulting from inaccurate, expired, unauthorized, or improperly used resale documentation.


 11. Product Availability


Product availability is not guaranteed until the order is accepted and inventory is allocated.


Products may be:


 In stock

 Available from a supplier

 Backordered

 Available for preorder

 Temporarily unavailable

 Discontinued

 Restricted to certain customers or channels


We may:


 Accept or reject an order

 Allocate limited inventory

 Limit quantities

 Offer a substitute

 Split a shipment

 Cancel unavailable items

 Revise an estimated availability date


We will communicate material changes when reasonably possible.


 12. Preorders and Backorders


Products marked “preorder,” “available soon,” “backordered,” or similar language are subject to supplier, manufacturing, transportation, customs, and inventory availability.


Estimated availability and shipment dates are provided in good faith but are not guaranteed unless expressly confirmed in writing.


For prepaid orders, if shipment cannot occur within the applicable confirmed or legally required time, we may request approval for a revised shipment date, offer an alternative product, cancel the affected item, or issue an applicable refund.


Unless otherwise agreed, a delay affecting one product does not automatically cancel other products included in the same order.


 13. Shipping and Delivery


Orders may be shipped directly by Kindling Matrix or through a manufacturer, warehouse, fulfillment provider, carrier, or other logistics partner.


Shipping dates and delivery dates are estimates unless expressly guaranteed in writing.


Delivery may be affected by:


 Inventory availability

 Manufacturer delays

 Carrier delays

 Weather

 Port congestion

 Customs processing

 Labor disruptions

 Delivery appointments

 Incorrect addresses

 Limited-access locations

 Events outside our reasonable control


Customers are responsible for providing:


 A complete shipping address

 Accurate receiving hours

 Delivery-contact information

 Dock or liftgate requirements

 Appointment requirements

 Access restrictions

 Any special routing instructions


Additional costs caused by incorrect information, refused delivery, missed appointments, redelivery, storage, address correction, liftgate service, residential delivery, or limited-access delivery may be charged to the customer.


 14. Nationwide Distribution


For selected brands, Kindling Matrix may support wholesale distribution and shipment to approved business customers throughout the United States.


Nationwide distribution does not mean that:


 Every product is available in every state

 Every customer or sales channel will be approved

 We own warehouses or delivery vehicles in every state

 Delivery times will be identical in every location

 A purchaser receives an exclusive territory


Product availability, shipping eligibility, state restrictions, brand authorization, and channel approval may vary.


 15. Freight, Warehousing, and Fulfillment


Freight, warehousing, fulfillment, inventory handling, FBA preparation, sample distribution, and related services may be performed through third-party providers.


We may coordinate:


 Inbound freight

 Warehouse receiving

 Storage

 Pick-and-pack fulfillment

 Wholesale-order fulfillment

 Amazon FBA preparation

 Retail shipment preparation

 Labeling and relabeling

 Kitting

 Sample shipment

 Demonstration-unit shipment

 Trade-show shipment

 Returns processing

 Inventory reporting


Applicable fees, service levels, storage terms, handling requirements, and liability limitations may be stated in a separate quotation, invoice, provider agreement, or service agreement.


Unless expressly agreed otherwise, Kindling Matrix does not act as a licensed customs broker and may coordinate customs or regulated freight services through qualified independent providers.


 16. Inspection of Shipments


The purchaser must inspect products promptly upon delivery.


Visible freight damage, shortages, incorrect quantities, or incorrect products should be noted on the carrier’s delivery receipt when possible.


The purchaser should notify Kindling Matrix promptly and provide:


 Order or invoice number

 Description of the issue

 Product name and quantity

 Photographs of the outer packaging

 Photographs of the product

 Freight bill or delivery receipt

 Serial numbers, when applicable


The purchaser should retain all packaging and shipping materials until the claim is resolved.


Failure to provide timely notice or supporting documentation may affect our ability to seek recovery from the carrier, supplier, warehouse, or manufacturer.


 17. Risk of Loss and Title


Risk of loss and title will pass according to the shipping terms stated in the applicable quotation, invoice, order confirmation, or separate agreement.


If no specific shipping terms are stated, risk of loss and title will pass as provided under applicable commercial law.


The purchaser is responsible for obtaining any additional transit insurance requested beyond the coverage included in the applicable shipment.


 18. Order Changes and Cancellations


A purchaser may request an order change or cancellation, but approval is not guaranteed.


An order may not be changed or canceled after:


 Payment has been processed

 Inventory has been allocated

 A supplier order has been placed

 Products have been customized

 Products have been labeled or prepared

 Freight has been booked

 The order has entered fulfillment

 The order has shipped


Approved cancellations may be subject to:


 Administrative charges

 Supplier cancellation fees

 Payment-processing fees

 Restocking fees

 Freight cancellation fees

 Storage or handling charges

 Nonrefundable deposits


Special-order, customized, clearance, preorder, or allocated products may be noncancelable.


 19. Returns


Wholesale returns are not automatically accepted.


A return requires prior written authorization from Kindling Matrix. Products returned without authorization may be refused or returned to the purchaser at the purchaser’s expense.


Unless otherwise stated in writing, products may be ineligible for return if they are:


 Opened

 Used

 Installed

 Damaged after delivery

 Missing parts or packaging

 Customized

 Special ordered

 Clearance items

 Preorder items

 Discontinued items

 Demo units

 Subject to a manufacturer restriction

 Returned after the authorized return period


Approved returns must:


 Be returned within the authorized period

 Include the return authorization

 Be in the required condition

 Include original packaging, accessories, and manuals

 Be shipped using the approved method


The purchaser may be responsible for:


 Return freight

 Shipping insurance

 Restocking fees

 Inspection fees

 Repackaging fees

 Diminished-value charges


Original shipping, freight, handling, and payment-processing charges are generally nonrefundable unless the return results from our confirmed error.


 20. Defective, Damaged, or Incorrect Products


Products received damaged, defective, incomplete, or incorrect should be reported promptly to [contact@kindlingmatrix.com](contact@kindlingmatrix.com).


We may require:


 Photographs

 Video

 Serial numbers

 Diagnostic information

 Original packaging

 Return authorization

 Manufacturer evaluation


Depending on the circumstances and applicable policy, the remedy may include:


 Replacement parts

 Technical support

 Repair

 Replacement

 Account credit

 Refund

 Manufacturer warranty processing

 Freight claim


The applicable remedy will depend on the product, brand policy, warranty terms, supplier requirements, and shipping circumstances.


 21. Product Warranties


Products distributed by Kindling Matrix may be covered by warranties issued by the applicable manufacturer or brand.


Unless Kindling Matrix expressly provides a separate written warranty, product warranties are limited to the manufacturer’s warranty.


Warranty coverage may depend on:


 Product registration

 Serial number

 Proof of purchase

 Authorized resale channel

 Proper use and installation

 Compliance with claim procedures

 Geographic limitations

 Exclusions stated by the manufacturer


Kindling Matrix may assist wholesale customers with warranty communication, replacement coordination, parts requests, or technical-support referrals. Such assistance does not create an additional warranty or expand the manufacturer’s obligations.


The wholesale purchaser is responsible for communicating applicable warranty terms accurately to its end customers.


 22. Resale and End-Customer Responsibility


Wholesale customers are independent businesses and are responsible for their own resale activities and relationships with end customers.


Each wholesale customer is responsible for:


 Complying with applicable consumer-protection laws

 Providing accurate product information

 Complying with advertising laws

 Collecting and remitting applicable taxes

 Managing end-customer payments

 Managing end-customer returns and refunds

 Providing required receipts and disclosures

 Maintaining customer-service procedures

 Protecting customer information

 Handling complaints

 Following applicable warranty procedures

 Following brand and authorized-channel policies


Unless otherwise agreed in writing, Kindling Matrix is not a party to the transaction between the wholesale customer and its end customer.


The wholesale customer may not represent that Kindling Matrix is the direct seller to the end customer unless Kindling Matrix has expressly approved such an arrangement in writing.


 23. Authorized Sales Channels


Products may be resold only through channels authorized by Kindling Matrix or the applicable product brand.


Depending on the brand, restrictions may apply to:


 Amazon

 Walmart Marketplace

 eBay

 TikTok Shop

 Temu

 AliExpress

 Third-party marketplaces

 Auction websites

 International resale

 Unauthorized websites

 Social-commerce platforms

 Sub-distributors

 Export customers


Approval to purchase products does not automatically authorize resale on every marketplace or platform.


A customer must obtain written approval before selling through a restricted channel when approval is required by the applicable brand policy.


We may suspend supply, cancel orders, revoke account privileges, or take other appropriate action if products are sold through unauthorized channels.


 24. Brand, Trademark, and Marketing Use


Wholesale customers may use approved product names, trademarks, images, descriptions, and marketing materials only for legitimate promotion and authorized resale of the applicable products.


Customers may not:


 Alter a trademark

 Remove a brand name or serial number

 Create misleading product claims

 Imply ownership of a brand

 Register a confusingly similar domain or account

 Represent themselves as an exclusive distributor without authorization

 Publish unauthorized warranty claims

 Use outdated or inaccurate product information

 Modify approved marketing materials in a misleading manner


Any right to use brand assets is limited, nonexclusive, revocable, and subject to the applicable brand guidelines.


 25. Advertising and Pricing Policies


Certain products may be subject to:


 Minimum Advertised Price policies

 Promotional pricing rules

 Marketplace pricing restrictions

 Brand-display guidelines

 Advertising approval requirements

 Territory or channel restrictions


Wholesale customers are responsible for reviewing and complying with applicable policies provided by Kindling Matrix or the product brand.


A Minimum Advertised Price policy, where applicable, governs advertised prices and does not require a retailer to charge a particular final selling price unless permitted and expressly stated under applicable law.


Repeated or material policy violations may result in:


 Warning

 Loss of promotional support

 Order cancellation

 Suspension of supply

 Account termination

 Other remedies stated in the applicable policy


 26. Product Safety, Instructions, and Modifications


Wholesale customers must preserve and provide applicable:


 Product labels

 Safety warnings

 Instructions

 Manuals

 Regulatory notices

 Warranty information

 Age restrictions

 Required disclosures


Customers may not remove, obscure, modify, or replace safety labels, serial numbers, regulatory markings, or required disclosures without written authorization.


Customers assume responsibility for claims arising from unauthorized modification, repackaging, relabeling, installation, combination, misuse, or inaccurate representation of a product.


 27. Product Recalls and Safety Notices


If a manufacturer, government agency, or Kindling Matrix issues a safety notice, corrective action, or recall, the wholesale customer agrees to cooperate promptly.


The customer may be required to:


 Stop sales

 Identify affected inventory

 Identify affected customers

 Provide required notices

 Return or quarantine products

 Assist with repair or replacement

 Maintain records

 Follow manufacturer or regulatory instructions


The customer may not continue selling a recalled or restricted product after receiving notice that sales must stop.


 28. Market-Launch and Marketing Services


Kindling Matrix may also provide B2B services including:


 Product-launch strategy

 Brand localization

 English-language messaging

 Influencer and creator campaigns

 Photography and video production

 Social-media campaigns

 Affiliate and community marketing

 Trade-show support

 Retailer and buyer outreach

 Sales-material development

 U.S. market representation


Service scope, deliverables, fees, timelines, revision limits, payment schedules, cancellation terms, and usage rights may be stated in a separate proposal, statement of work, invoice, or service agreement.


Unless expressly guaranteed in a signed agreement, we do not guarantee:


 A specific number of sales

 Retailer acceptance

 Distributor acceptance

 Marketplace approval

 Influencer participation

 A specific number of views or leads

 A particular return on investment

 A particular market share

 A particular business result


 29. Trade Shows and Events


Trade-show and event services may involve third-party venues, contractors, organizers, carriers, labor providers, photographers, influencers, and vendors.


The customer is responsible for reviewing and approving applicable:


 Booth fees

 Vendor fees

 Drayage

 Union labor

 Insurance

 Shipping

 Electrical services

 Internet services

 Equipment rental

 Venue rules

 Cancellation deadlines


Kindling Matrix is not responsible for schedule changes, organizer decisions, venue restrictions, third-party service failures, attendance levels, or business results outside our reasonable control.


 30. Third-Party Providers


We may coordinate or introduce independent third parties, including:


 Manufacturers

 Warehouses

 Freight forwarders

 Customs brokers

 Carriers

 Fulfillment providers

 Payment processors

 Contractors

 Influencers

 Marketplaces

 Trade-show vendors

 Professional advisers


Unless expressly stated otherwise in writing, these providers are independent businesses responsible for their own:


 Services

 Fees

 Licenses

 Conduct

 Schedules

 Terms

 Insurance

 Regulatory compliance

 Errors or omissions


Kindling Matrix is not responsible for a third party’s acts, omissions, delays, interruptions, or failure to perform, except to the extent responsibility cannot legally be excluded.


 31. Confidential Information


The parties may exchange nonpublic business information, including:


 Wholesale pricing

 Customer information

 Distributor information

 Marketing plans

 Sales data

 Product-launch plans

 Inventory data

 Financial information

 Supplier information

 Trade-show plans

 Business strategies


Each party agrees to use reasonable care to protect confidential information and use it only for the applicable business relationship.


Confidential information does not include information that:


 Is publicly available without breach

 Was already lawfully known

 Is received lawfully from a third party

 Is independently developed

 Must be disclosed by law


More detailed confidentiality obligations may be included in a separate agreement.


 32. Privacy


Use of this website is also subject to our Privacy Policy.


Information submitted through purchase orders, wholesale-account applications, payment forms, email, or website forms may be used to:


 Evaluate an account

 Process an order

 Coordinate shipment

 Process payment

 Prevent fraud

 Communicate with the purchaser

 Maintain business records

 Provide support

 Comply with legal obligations


Customers should not submit sensitive or confidential information that is not reasonably necessary for the applicable transaction.


 33. Website Use


Users may not:


 Use the website for unlawful or fraudulent purposes

 Submit false business, payment, shipping, tax, or resale information

 Attempt unauthorized access

 Interfere with website security

 Upload malicious code

 Scrape or reproduce website content without authorization

 Misrepresent a relationship with Kindling Matrix or a product brand

 Infringe intellectual-property or privacy rights

 Use website content to create a competing unauthorized catalog or sales channel


We may restrict or terminate access when we reasonably believe these Terms have been violated.


 34. Intellectual Property


The Kindling Matrix name, logo, website design, original text, photographs, videos, graphics, catalogs, presentations, and marketing materials are owned by or licensed to Kindling Moments LLC.


Product names, trademarks, images, specifications, and materials belonging to represented manufacturers or brands remain the property of their respective owners.


Except as expressly authorized for legitimate wholesale resale, no website content may be:


 Copied

 Reproduced

 Modified

 Published

 Distributed

 Licensed

 Sold

 Used to create derivative works


without prior written permission.


 35. Disclaimer of Warranties


To the fullest extent permitted by law, the website and its general content are provided on an “as is” and “as available” basis.


We do not guarantee that:


 The website will always be available

 The website will be free from errors

 All information will always be current

 Website access will be uninterrupted

 Website content will satisfy every business purpose


Product warranties are governed by the applicable manufacturer warranty or separate written warranty.


Nothing in this section excludes a warranty or obligation that cannot legally be excluded.


 36. Limitation of Liability


To the fullest extent permitted by law, Kindling Moments LLC, Kindling Matrix, and their owners, employees, contractors, agents, and representatives will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:


 Lost profits

 Lost sales

 Lost business opportunities

 Lost goodwill

 Lost data

 Marketplace suspension

 Business interruption

 Third-party claims arising from the purchaser’s resale activities


Except where a different limitation is stated in a signed written agreement, our total liability arising from a particular order, product, or service will not exceed the amount actually paid directly to us for the order, product, or service giving rise to the claim.


This limitation does not apply to liability that cannot legally be limited or excluded.


 37. Indemnification


To the fullest extent permitted by law, the purchaser agrees to defend, indemnify, and hold harmless Kindling Moments LLC, Kindling Matrix, and their owners, employees, contractors, agents, and representatives from claims, losses, liabilities, damages, penalties, and reasonable expenses arising from:


 The purchaser’s resale activities

 The purchaser’s relationship with end customers

 False or misleading advertising by the purchaser

 Unauthorized product claims

 Unauthorized marketplace sales

 Violation of a brand policy

 Invalid tax or resale documentation

 Unauthorized product modification

 Failure to provide warnings or instructions

 Violation of applicable law

 Breach of these Terms

 Infringement of third-party rights


This obligation does not apply to the extent a claim results solely from conduct for which indemnification cannot legally be required.


 38. Force Majeure


We will not be responsible for delay or failure caused by circumstances beyond our reasonable control, including:


 Natural disasters

 Severe weather

 Fire

 War

 Terrorism

 Civil unrest

 Epidemics

 Government action

 Labor disputes

 Port congestion

 Customs delays

 Carrier interruption

 Supplier interruption

 Material shortage

 Transportation shortage

 Cyber incidents

 Utility failure

 Marketplace disruption


Performance deadlines will be extended for the period reasonably affected by the event.


 39. Suspension or Termination of Business Relationship


We may suspend orders, services, account privileges, or the business relationship if the purchaser:


 Fails to pay amounts due

 Submits inaccurate information

 Violates an authorized-channel policy

 Misuses trademarks

 Violates a pricing policy

 Sells counterfeit or altered products

 Makes unauthorized claims

 Causes material reputational harm

 Violates applicable law

 Breaches these Terms

 Creates unreasonable credit, fraud, or operational risk


Termination does not eliminate obligations that arose before termination, including payment obligations, confidentiality duties, indemnification duties, and restrictions on intellectual-property use.


 40. No Exclusivity


Unless expressly stated in a signed agreement:


 No wholesale customer receives an exclusive territory.

 No customer receives exclusive access to a product.

 We may sell to other retailers, dealers, distributors, or commercial accounts.

 We may appoint other distributors or representatives.

 We may sell through other channels.


 41. Independent Businesses


Kindling Matrix and each wholesale customer are independent businesses.


Nothing in these Terms creates:


 A partnership

 A joint venture

 An employment relationship

 A franchise

 A fiduciary relationship

 An agency relationship

 Authority to bind the other party


A wholesale customer may not enter into obligations on behalf of Kindling Matrix, Kindling Moments LLC, or any represented brand.


 42. Governing Law


These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.


Any dispute not resolved informally will be brought in a court of competent jurisdiction located in the California county where Kindling Moments LLC maintains its principal place of business, unless applicable law or a signed agreement requires another location.


Before filing a formal claim, the parties agree to make a good-faith effort to resolve the dispute through written communication.


 43. Notices


Formal notices relating to an order, breach, dispute, termination, or legal matter must be sent by email and, when reasonably appropriate, by a traceable delivery method.


Notices to Kindling Matrix should be sent to:


contact@kindlingmatrix.com


A notice is effective when received, unless applicable law or a separate agreement provides otherwise.


 44. Changes to These Terms


We may update these Terms periodically.


The updated version will be posted on this page with a revised effective date.


Changes apply to future website use, future orders, and future transactions after the revised effective date. Existing accepted orders remain governed by the terms applicable when the order was accepted unless the parties agree otherwise.


 45. Severability


If any provision is found invalid or unenforceable, that provision will be limited or removed only to the extent necessary.


The remaining provisions will continue in effect.


 46. Waiver


Failure to enforce a provision does not waive the right to enforce that provision later.


A waiver is effective only when made in writing by an authorized representative.


 47. Assignment


A purchaser may not transfer or assign its rights or obligations without our prior written consent.


We may assign or transfer our rights and obligations in connection with a business reorganization, sale, merger, change of control, brand arrangement, or transfer of applicable operations.


 48. Entire Agreement


These Terms, together with the applicable:


 Privacy Policy

 Quotation

 Invoice

 Order confirmation

 Purchase-order acknowledgment

 Wholesale application

 Distribution agreement

 Service agreement

 Return authorization

 Warranty policy

 Brand policy

 Marketplace policy

 Minimum Advertised Price policy


constitute the agreement governing the applicable transaction.


 49. Contact Us


For questions regarding these Wholesale Terms and Conditions, wholesale accounts, purchase orders, products, payments, or services, contact:


Kindling Matrix

A brand operated by Kindling Moments LLC

Email: contact@kindlingmatrix.com

Website: kindlingmatrix.com


Return and Refund Policy

This is a place to describe your Return and Refund Policy to buyers.


A Return and Refund policy usually consists of:

  • Terms of return (i.e. number of days)
  • State of return (e.g. unworn)
  • Reason for return (e.g. damaged or wrong product)
  • Process for return (i.e. how to initiate a return, how to contact customer service)
  • Process of refund (i.e. terms of refund, duration, payment details)
  • Contact details

  • Terms and Conditions
  • Privacy Policy

Kindling Matrix

CHINO HILLS, CA 91709

+1.9515230568

Kindling Matrix is a business services brand of Kindling Moments LLC.

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