Auri Nutrition™

1. Introduction & Eligibility
This Wholesale Policy governs the terms and conditions under which Auri sells its functional mushroom and adaptogenic consumer goods to authorized wholesale partners (“Retailers”).

Auri products, including mushroom beverages, gummies, extracts, and functional blends — are positioned in the premium functional health and wellness. Our policy reflects the standards of that market.

By placing a wholesale order with Auri, the Retailer agrees to comply with all terms outlined in this document, including all applicable FDA labeling, claims, and supplement advertising regulations.

To qualify as an authorized wholesale partner, Retailers must:
• Hold a valid business license and resale certificate
• Operate a physical retail location, wellness studio, café, or verified e-commerce
storefront
• Agree to adhere to Auri’s MAP policy and FDA-compliant marketing standards
• Complete and submit an Auri Wholesale Application with business and channel
information
• Receive written approval from Auri’s Sales team prior to placing any order

Auri reserves the right to approve, decline, or revoke wholesale status at its sole discretion.

Approval may consider channel fit, geographic territory, and brand alignment.

2. Minimum Order Quantities (MOQs)
2.1 Initial Orders
All new wholesale accounts are required to meet the following minimums on their opening order:
• Minimum opening order value: $500
• Minimum units per SKU: 6 units
• Minimum SKUs per order: 3 SKUs

2.2 Reorder Minimums
For all subsequent orders:
• Minimum reorder value: $250

2.3 Case Pack Sizes
Auri products are sold in standard case packs. Orders must be placed in full-case increments. Case configurations are listed in the current Auri Wholesale Product Catalog provided at account activation. Mixed-SKU cases are not available.

2.4 Exceptions
MOQ exceptions may be granted for seasonal promotions, new product launches, or strategic accounts at the discretion of the Auri sales team. All exceptions must be confirmed in writing.

3. Pricing & Discount Tiers
3.1 Wholesale Pricing Structure
All wholesale pricing is calculated as a discount from MSRP. Discount tiers are determined by rolling 12-month purchase volume and are reviewed each January 1:

New accounts are placed at the Standard tier until a 12-month purchase history is established. Tier upgrades take effect on the next order following annual review; downgrades take effect 30 days after written notice.

3.2 MSRP & Promotional Pricing
• Seasonal and launch promotions are communicated by your Auri account manager
• Promotional pricing cannot be combined with tier discounts unless explicitly stated in writing
• Auri does not guarantee promotional pricing availability; offers are subject to inventory
• Price adjustments for promotions initiated within 5 calendar days of a placed order may be requested via wholesale@tryauri.com

3.3 Minimum Advertised Price (MAP) Policy
All Retailers must strictly adhere to Auri’s MAP policy, consistent with industry norms in the functional beverage category. Advertising or selling Auri products below MAP — including on third-party platforms such as Amazon, Walmart Marketplace, or similar channels — is grounds for immediate suspension of wholesale privileges without refund of outstanding inventory.

MAP pricing schedules are provided upon account approval and updated with 14 days’ notice. Online sales channels must be disclosed and approved by Auri prior to listing any products.

3.4 FDA Compliance & Claims Restrictions
Auri products are marketed as functional food and wellness products. Retailers must comply with the following when advertising or merchandising Auri products:
• Do not make disease treatment, cure, or prevention claims (e.g., “Treats anxiety” or
“Cures fatigue”)
• All structure/function claims must mirror Auri’s approved copy and include the required FDA disclaimer: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.”
• Retailers may not create their own health claims beyond those provided in Auri’s
approved marketing toolkit
• Any digital, print, or in-store signage is subject to review upon Auri’s request 

Violation of FDA claims restrictions is grounds for immediate account suspension and may expose the Retailer to independent legal liability.

4. Payment Terms
4.1 Standard Payment Terms
Payment terms are determined by tier level as outlined in Section 3. Invoices are issued at time of shipment. Late payments are subject to a 1.5% monthly finance charge on outstanding balances.

4.2 Accepted Payment Methods
• ACH / Bank Transfer (preferred — no surcharge)
• Credit Card (Visa, Mastercard, Amex) – 2.9% processing fee applies
• Check (must clear before order ships; may delay lead time by 3–5 business days)

4.3 Credit & Account Hold
Auri reserves the right to place accounts on credit hold for any of the following reasons:
• Outstanding invoices past due by more than 15 days
• Returned, declined, or NSF payments
• Violation of MAP, FDA claims, or other policy terms

Orders will not be processed or shipped while an account is on hold. Auri is not responsible for missed sell-through windows or seasonal delays resulting from account holds.

4.4 New Account Terms
First orders from new wholesale accounts require payment in full prior to shipment. Net terms may be extended after 3 successful, on-time payments.

5. Lead Times & Shipping
5.1 Processing & Lead Times
Orders are processed Monday through Friday, excluding federal holidays. Lead times begin upon receipt of a confirmed purchase order and approved payment or credit terms:

Auri will notify Retailers promptly of any delays due to ingredient supply constraints, third-party lab testing holds, carrier disruptions, or force majeure events.

5.2 Shipping Methods
• Standard: UPS Ground or FedEx Ground
• Expedited: 2-Day and Overnight available (carrier surcharges apply)
• Freight: Available for orders exceeding 150 lbs. or $5,000 value
• All shipments are packed to preserve product integrity and shelf-readiness

5.3 Shipping Costs
• Orders under $1,000: Shipping charged at cost
• Orders $1,000–$4,999: Flat-rate shipping of $45
• Orders $5,000+: Complimentary standard ground shipping
• Expedited and freight shipments are always charged at actual carrier cost

5.4 International Shipping
Auri ships to select international markets. International orders are quoted individually and are subject to applicable duties, taxes, import regulations, and customs clearance requirements. These are the sole responsibility of the Retailer. Auri is not responsible for packages once they have cleared U.S. customs.

5.5 Risk of Loss
Title and risk of loss transfer to the Retailer upon handoff to the carrier. Auri is not liable for loss, theft, or damage occurring during transit. Retailers are strongly encouraged to insure high-value shipments.

6. Product Quality, Shelf Life & Storage
6.1 Quality Standards
All Auri products are manufactured in accordance with FDA Good Manufacturing Practices (cGMP) and third-party tested for potency, heavy metals, mycotoxins, mold, and allergens prior to shipment — consistent with standards established by leading brands in the functional mushroom category. Certificates of Analysis (COAs) are available upon request for each lot.

6.2 Shelf Life & Minimum Remaining Shelf Life
Auri functional mushroom products have a shelf life of 24 months from date of manufacture when stored properly. Auri guarantees a minimum of 12 months’ remaining shelf life on all wholesale shipments at time of dispatch. Products received with less than the guaranteed remaining shelf life must be reported within 5 business days of delivery.

6.3 Storage Requirements
Retailers are responsible for storing Auri products in conditions that preserve product integrity:
• Store in a cool, dry location — away from direct sunlight and humidity
• Recommended storage temperature: 60–75°F (15–24°C)
• Do not store near heat sources, refrigeration units, or areas with strong odors
• Products must be displayed and sold within their printed best-by date

Auri reserves the right to decline damage or return claims for products that were not stored in accordance with these guidelines.

6.4 Product Recall Protocol
In the event of a voluntary or mandatory product recall, Auri will notify all authorized wholesale partners by email within 24 hours of the recall decision. Retailers must comply with recall instructions immediately, quarantine affected inventory, and cooperate with Auri’s logistics team for retrieval or disposal. Auri will issue credit memos for confirmed recalled units.

7. Returns & Damages
7.1 Damaged, Defective, or Short-Shipped Goods
All claims for damaged, defective, or missing items must be submitted within 5 business days of delivery. To file a claim:
• Email wholesale@auri.com with subject line: “CLAIM – [Order #]”
• Include clear photographs of damaged items, outer packaging, and shipping label
• Provide the packing slip or invoice number and lot number(s) from the product label

Approved claims will be resolved via replacement shipment or credit memo at Auri’s discretion. Claims submitted after the 5-day window may not be honored.

7.2 Returns Policy
Given the consumable and perishable nature of functional food and supplement products, Auri does not accept returns of undamaged goods except under the following conditions:
• Product was shipped in error by Auri
• Product is defective, has integrity concerns, or has remaining shelf life below the
guarantee
• A written Return Authorization (RA) has been issued by Auri in advance

Unauthorized returns will be refused at point of delivery and returned to sender at the Retailer’s expense. Approved returns must be received within 14 days of RA issuance, in original, resalable condition, with lot numbers intact.

7.3 Non-Returnable Items
• Clearance, closeout, or discontinued products
• Seasonal or promotional items sold as final sale
• Products with broken seals, tampered packaging, or missing lot codes
• Products stored outside of Auri’s specified storage guidelines

7.4 Credit Memos
Approved credits will be applied to future invoices within 30 days of claim approval. Cash refunds are not issued for wholesale accounts except upon account closure.

8. General Terms
8.1 Authorized Channels & Online Sales
Retailers must disclose all sales channels (including online marketplaces) at time of application. Selling Auri products on unauthorized third-party platforms (including unauthorized Amazon storefronts, Walmart Marketplace, or grey-market channels) without written approval from Auri is prohibited and grounds for immediate account termination.

8.2 Confidentiality
Wholesale pricing, discount structures, COAs, and account terms are strictly confidential and may not be shared with third parties without Auri’s prior written consent.

8.3 Policy Updates
Auri reserves the right to update this Wholesale Policy at any time. Retailers will be notified via email with a minimum of 30 days’ notice for material changes. Continued ordering after the effective date constitutes acceptance of the revised terms.

8.4 Governing Law
This policy is governed by the laws of the State of Wyoming. Any disputes shall be resolved in the courts of Casper, Wyoming.

8.5 Contact
For questions regarding this policy, please contact:
• Wholesale Inquiries: wholesale@tryauri.com
• Accounts Receivable: accounting@tryauri.com
• Logistics & Shipping: supplychain@tryauri.com
• Quality & Compliance: quality@tryauri.com

This policy is effective March 16, 2026