Legal · version v1 effective 2026-05-08
ONE PPF Wholesale Terms of Sale
These Wholesale Terms of Sale govern each wholesale order you place. You accept them by checking the consent box at checkout; the version pinned to your acceptance is recorded with your order.
ONE PPF Wholesale Terms of Sale (v1)
Effective: May 8, 2026 (subject to Mark fire date in May 8 to May 11 launch window).
Authority: Mark Bonamici, ONE PPF Inc.
Document scope: order-level terms applicable to each individual wholesale order placed by an authorized ONE PPF Installing Dealer through the ONE PPF wholesale ordering surface. These Terms of Sale supplement, and do not replace, the broader ONE PPF Wholesale Terms of Service at wholesale-terms-v1.md (the "Wholesale TOS") and the dealer's executed AIDA Master Agreement and any applicable Addendum (Addendum A, Addendum D, Addendum E, FBMA, etc.). In the event of a conflict between these Terms of Sale and the Wholesale TOS or an applicable executed dealer agreement on matters within the scope of those instruments, the Wholesale TOS or executed dealer agreement controls.
1. AGREEMENT FORMATION
1.1 Order Submission. A wholesale order is submitted by Dealer via the ONE PPF wholesale ordering surface (cart and checkout flow accessible through the ONE PPF dealer portal). Order submission constitutes Dealer's offer to purchase the line items in the cart at the prices and quantities displayed on the order review screen at the moment of submission.
1.2 Order Acceptance. ONE PPF accepts an order only when ONE PPF (a) charges the payment method on file, and (b) issues an order acceptance email or confirmation to Dealer's registered account email. ONE PPF reserves the right to decline any order or any line item, in whole or in part, in its sole discretion (including without limitation for inventory unavailability, suspected fraud, dealer account standing, tier verification, or any other reason). Order rejection results in no charge to Dealer's payment method (or in a full reversal of any pre-authorization).
1.3 Tier Verification at Order Acceptance. Each wholesale order is subject to verification by ONE PPF that the Dealer is in good standing at the tier corresponding to the discount applied at checkout. If verification finds the displayed discount exceeds the Dealer's currently entitled discount under the canonical ONE PPF tier ladder (per the rules.json export sha-pinned at 2026-04-28T17:42:40Z, sha 7b01898661d76b617bbbc48e7a7f599950dc647195949b71594a221c5f01915f, version 2026-04-28-v7.2), ONE PPF may, at its sole discretion: (a) reject the order, (b) accept the order at the corrected discount and notify Dealer, or (c) accept the order at the displayed discount as a one-time accommodation without precedent for future orders.
2. PRICING
2.1 Display Pricing. Order line items display Manufacturer's Suggested Retail Price (MSRP) and the Dealer's tier-discounted net price at checkout, computed by the canonical ONE PPF Pricing Engine.
2.2 Tier Discount Applied. The tier discount displayed at checkout reflects the Dealer's current tier in the canonical ONE PPF tier ladder (Authorized 4%, Cert Pro 9%, Cert Elite 12%, Cert Master 15%, Reserve Plus 12%, Reserve Pro 15%, Reserve Partner 20%, and the invitation-only Confidential Tier sub-tiers, whose discount rates are designated confidential and provided by separate Addendum D v3.1 under NDA). The Uncontracted rate variant is eliminated under Reserve v8 (single rate per tier); it is not available to new or existing dealers (Mark verbatim ruling 2026-05-29; last holdouts retired to 20% verbal Reserve Partner).
2.3 Confidential Tier SKU Discount Cap. Notwithstanding the headline tier discount under Section 2.2, dealers admitted to the invitation-only Confidential Tier sub-tiers are subject to a per-SKU Confidential Tier discount cap on certain Flagged SKUs. The specific cap rate and the Flagged SKU schedule are designated confidential and trade-secret by ONE PPF and are set out in the per-dealer Addendum D v3.1 under NDA; they are not disclosed on any ONE PPF public surface. The Cap applies on a per-SKU basis at the invoice level.
2.4 Promo Codes. Promo codes apply to MSRP. The higher of the tier discount or the promo code discount controls. No stacking. Promo codes are subject to expiration and other terms displayed at the time of code entry.
2.5 Pricing Adjustments. ONE PPF may adjust prices (MSRP), tier discount rates, or both, prospectively, on not less than thirty (30) days' prior written notice to Dealer per Wholesale TOS Section 6. Orders accepted by ONE PPF before the effective date of any price change are honored at the prior price.
2.6 Taxes. Dealer is responsible for all applicable sales, use, and similar taxes on the wholesale purchase. ONE PPF collects sales tax where required by law and Dealer's resale certificate is on file with ONE PPF (see Wholesale TOS Section 3 and Registration Agreements Section 1.3 for resale certificate requirements). Dealers without a current resale certificate on file are charged sales tax at the rate applicable to the ship-to address.
3. PAYMENT
3.1 Payment at Order Submission (Phase 1, current). Wholesale orders are paid in full at order submission via credit card or ACH through Stripe. ONE PPF does not currently accept purchase orders, checks, or wire transfers for wholesale orders submitted through the wholesale ordering surface. Mark may approve out-of-band payment arrangements in his sole discretion.
3.2 Net Payment Terms (Phase 3, deferred). Net 15 and Net 30 payment terms are NOT currently offered through the wholesale ordering surface. Net 15 / Net 30 application packets exist but the credit-application program is deferred to Phase 3 (post-launch Q3 2026 expected). Dealers admitted to Net 15 or Net 30 in Phase 3 will sign a separate Net 30 Credit Agreement (template at net30-credit-agreement-v1.md) that supersedes this Section 3 for orders covered by that agreement.
3.3 Payment Method on File. Dealer is responsible for maintaining a current and valid payment method on file in the dealer portal. ONE PPF charges the saved payment method at order submission per Section 1.2. A failed charge results in order rejection per Section 1.2.
3.4 Currency. All prices are denominated in United States Dollars (USD). Wire conversion or foreign-currency conversion costs are Dealer's responsibility.
3.5 No Set-Off. Dealer shall not set off any amount owed to ONE PPF under this Terms of Sale or any other ONE PPF instrument against any amount Dealer claims is owed by ONE PPF, except as expressly authorized by ONE PPF in writing.
4. SHIPPING AND DELIVERY
4.1 Shipping Target. ONE PPF targets one (1) business day from order acceptance to carrier handoff for in-stock SKUs. The one-business-day target is a target, not a contractual obligation. Actual ship times depend on order volume, carrier pickup schedules, and other operational factors. ONE PPF will use commercially reasonable efforts to meet the target.
4.2 Carrier Selection. ONE PPF selects the carrier and service level for each shipment based on order weight, dimensions, ship-to location, and Dealer's selected service level at checkout (if any).
4.3 Title and Risk of Loss. Title to and risk of loss for each shipment passes to Dealer upon ONE PPF's tender of the goods to the carrier (FOB Origin). Dealer is responsible for inspecting deliveries within five (5) business days of receipt and for filing any carrier damage or loss claim within the carrier's stated claim window.
4.4 Shipping Charges. Shipping charges are calculated at checkout based on the ship-to address, carrier, and service level. Shipping charges are non-refundable on returned items unless the return is due to a ONE PPF error or product defect.
4.5 Backorder Handling. SKUs that are out of stock at order acceptance may be backordered at ONE PPF's discretion. Dealer is notified of any backorder and may elect to (a) wait for the backordered item to ship, (b) substitute with an in-stock alternate at the same tier price, or (c) cancel the backordered line item for a full refund of that line item. ONE PPF is not liable for delays caused by backorder.
5. RETURNS AND REFUNDS
5.1 Returns Window. Sealed and unopened products may be returned within thirty (30) calendar days of the delivery date, subject to restocking fees and the other terms set out in the ONE PPF Refund Policy at onepaintprotection.com/refund-policy and the Wholesale TOS Section 7.
5.2 Non-Returnable Items. The following items are non-returnable except where the product arrives defective:
(a) custom-cut SKUs (15-foot and 25-foot cut variants and any other custom-cut format); (b) Limited Edition (LE) full master rolls; (c) sample kits; (d) training enrollments and certification exam fees; (e) display kits, marketing assets, and other perks SKUs; (f) any product marked non-returnable on the order acceptance email or product data sheet.
5.3 Defective Products. Defective products are eligible for refund or replacement under the Refund Policy. See the Refund Policy for full terms, including restocking fees on opened rolls and response-time commitments.
5.4 Return Authorization Required. Returns require a Return Merchandise Authorization (RMA) number issued by ONE PPF before shipment. Returns shipped without an RMA may be refused or held without refund pending RMA issuance. RMA process is documented at rma-process-v1.md.
5.5 Restocking Fee. A restocking fee of fifteen percent (15%) of the line item net price applies to returns of sealed and unopened products that are not defective. The restocking fee is waived for defective products and for returns due to ONE PPF error.
5.6 Refund Timing. Approved refunds are credited to the original payment method within ten (10) business days of ONE PPF's receipt and inspection of the returned product. Stripe processing time may add additional business days for the credit to appear on Dealer's statement.
6. WARRANTY (PASS-THROUGH TO END CUSTOMER)
6.1 Warranty Terms by Product Line. ONE PPF product warranties run as follows, per the canonical Warranty Terms document at warranty-terms-v1.md and the ONE PPF Limited Product Warranty v2 (the "Full Warranty"):
| Product line | Warranty term |
|---|---|
| Ultimate HydroGloss | 12 years |
| HydroGloss | 10 years |
| Color Series (including Launch Editions, Carbon Fiber pattern, Glow in the Dark) | 10 years (8 years for Carbon Fiber pattern OCP-GCF / OCP-SCF and Glow OCP-GCS072 per warranty carve-out) |
| HydroSatin | 10 years |
| HydroMatte | 10 years |
| Headlight (Light Smoke / Dark Smoke) | 8 years |
| Window Film (Vision 99, Vision 93, Vision Carbon) | Manufacturer's lifetime warranty (pass-through) |
6.2 Warranty Registration Requirement. Warranty coverage attaches to a vehicle VIN at registration. Dealer is responsible for registering each install in the ONE PPF dealer portal within fourteen (14) days of the install date per Warranty Terms v1 Section 2. Warranty coverage on unregistered installs is limited or unavailable.
6.3 Warranty Claims. Warranty claims flow through the ONE PPF dealer portal. Dealer files claims on the customer's behalf with photographs and supporting detail. ONE PPF reviews claims within five (5) business days of submission.
6.4 Warranty Limitations. The Full Warranty governs all exclusions, limitations, and dispute-resolution procedures. See the Full Warranty for full terms.
6.5 Install Labor. Install labor associated with a warranty re-install is the dealer's responsibility and is not covered under the ONE PPF warranty, consistent with AIDA Section 11.3 and Warranty Terms v1 Section 6.
7. ORDER MODIFICATION AND CANCELLATION
7.1 Order Modification After Submission. Once an order is submitted, modification is at ONE PPF's discretion and depends on the order's processing state. Modification requests must be sent to ONE PPF customer service via the dealer portal or email immediately upon Dealer becoming aware of the desired change.
7.2 Order Cancellation by Dealer. Dealer may request order cancellation at any time before ONE PPF tenders the order to the carrier. Once tendered to the carrier, cancellation is not possible; Dealer must process the order as a return per Section 5 after delivery. ONE PPF reserves the right to charge a cancellation fee on cancellations submitted after order acceptance and before carrier tender, in an amount not to exceed five percent (5%) of the order subtotal.
7.3 Order Cancellation by ONE PPF. ONE PPF may cancel any order at any time before carrier tender for any reason in its sole discretion. ONE PPF will refund any amounts charged in connection with a cancelled order.
8. DEALER REPRESENTATIONS AND WARRANTIES
8.1 Authority. Dealer represents that the individual submitting an order on Dealer's behalf has authority to bind Dealer to these Terms of Sale and to the underlying purchase.
8.2 Resale Use. Dealer represents that products purchased under these Terms of Sale are for resale or installation by Dealer in the ordinary course of Dealer's business, are not for personal use, and are not for resale to other dealers, distributors, or resellers (consistent with Anti-Grey-Market Covenant in Addendum D Section 11 and Wholesale TOS Section 3 and Section 4).
8.3 Compliance. Dealer represents that it complies with all applicable laws, regulations, licensing requirements, and tax-collection and remittance obligations in the jurisdictions where Dealer operates.
9. LIMITATION OF LIABILITY
9.1 Cap on Liability. ONE PPF's aggregate liability under or relating to a wholesale order under these Terms of Sale is capped at the net purchase price of the order, except where prohibited by applicable law. This Cap does not limit ONE PPF's liability for gross negligence, willful misconduct, or any matter that cannot be limited under applicable law. Cross-reference Wholesale TOS Section 10 for full limitation-of-liability framework.
9.2 No Consequential Damages. Neither Party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to a wholesale order, including without limitation lost profits, lost revenue, lost business opportunity, or business interruption, except where prohibited by applicable law. This Section 9.2 survives termination.
10. GOVERNING LAW; VENUE
These Terms of Sale are governed by the laws of the State of Florida, without regard to conflict-of-law principles, consistent with the Wholesale TOS and the AIDA Master Agreement. Venue for any dispute arising out of or relating to a wholesale order under these Terms of Sale is as provided in the AIDA Master Agreement.
11. RELATIONSHIP TO BROADER WHOLESALE TOS AND AIDA
11.1 Supplement and Modification. These Terms of Sale supplement and modify the Wholesale TOS and the AIDA Master Agreement only with respect to the order-level matters expressly addressed in these Terms of Sale. In the event of a conflict between these Terms of Sale and the Wholesale TOS or AIDA on matters within the scope of those broader instruments, the broader instrument controls.
11.2 Other Terms Unchanged. All other terms and conditions of the Wholesale TOS and AIDA, including without limitation tier program structure, branding standards, anti-grey-market covenant, dealer portal access policies, warranty pass-through framework, modification and termination provisions, and confidentiality obligations, remain in full force and effect.
12. MODIFICATIONS
ONE PPF may modify these Terms of Sale at any time. Modifications apply prospectively only; orders accepted by ONE PPF before a modification effective date are governed by the Terms of Sale in effect at the time of acceptance. ONE PPF will provide notice of material modifications by email to the Dealer's registered account email or by posted notice in the dealer portal, not less than thirty (30) days before the modification effective date. Dealer's continued use of the wholesale ordering surface after the effective date of a modification constitutes acceptance of the modified Terms of Sale.