Wholesale Reseller RMA & Returns Policy

This is Exhibit A to the Wholesale Partner Agreement. It governs how an approved Reseller returns wholesale stock to Black Saints for credit, replacement, or refund.

1. Purpose and the Two-Tier Return Structure

This Policy governs how a Reseller in the Black Saints Direct wholesale program returns product to Black Saints LLC (“Black Saints”) for credit, replacement, or refund. It is Exhibit A to the Wholesale Partner Agreement (the “Agreement”) each Reseller signs to gain wholesale access, and it operates subject to that Agreement and its other exhibits — the Merchant-of-Record Addendum (Exhibit B) and the Software License and Warranty Addendum (Exhibit C). Where this Policy and the Agreement (or either other exhibit) conflict on a remedy — including payment disputes, offset, suspension, or termination — the Agreement controls, followed by the exhibit specifically addressing the subject matter.

Black Saints Direct sits between two separate return relationships:

• Tier 1 — Reseller ↔ Black Saints. Governs how a Reseller returns wholesale stock it purchased from Black Saints. This is the RMA process this Policy describes.
• Tier 2 — Reseller ↔ the Reseller's own customer. Governs how a Reseller handles a return or refund from the end customer it sold to. Black Saints is not a party to that transaction and does not accept returns directly from a Reseller's customers, except to the extent the Merchant-of-Record Addendum designates Black Saints as the refund party or chargeback party for a given sales channel.

A customer's dissatisfaction with how a Reseller handled a return is a Tier 2 matter between the Reseller and its customer — it is not, by itself, grounds for a Tier 1 RMA. Section 11 sets out what Black Saints requires of a Reseller's own Tier 2 policy as a condition of remaining a wholesale partner in good standing.

2. Definitions

• RMA — Return Merchandise Authorization: the number Black Saints issues before it will accept a physical return.
• Reseller — an approved wholesale partner purchasing under the Agreement, whether ordering manually or through the embedded catalog widget.
• Wholesale Stock — physical product sold to a Reseller at wholesale cost under an invoice.
• Software Product — a Microsoft Windows or Windows Server license, product key, activation code, or other digital credential sold under the “Genuine Microsoft Windows and Server Licenses and Keys” category, governed in all respects by the Software License and Warranty Addendum (Exhibit C).
• Net Invoice Price — the invoiced price of Wholesale Stock, excluding sales tax, freight, and insurance, net of any prior credits.
• Payment Dispute — a chargeback, dispute, or reversal a Reseller initiates with its card issuer, bank, or payment processor concerning a Black Saints invoice.
• Merchant-of-Record Addendum — Exhibit B, which designates the contracting seller, processor/MID, statement descriptor, tax collector, refund party, chargeback party, and data controller for each sales channel.

3. Software and Digital Licenses — No Returns Once Issued

Software Products are non-returnable and non-refundable once the license key, code, or credential has been issued or delivered — to the Reseller or to the Reseller's own customer — regardless of whether it has been activated. A digital credential cannot be verified as unused once transmitted, so this exclusion is absolute and is not subject to the RMA process in Sections 4–9.

This is not a warranty gap: a Software Product that is genuinely defective (for example, a key that is invalid or was already activated at the time of delivery) is addressed exclusively under the Software License and Warranty Addendum (Exhibit C), which states the replacement procedure and Reseller's sole remedy — never a cash refund or a Tier 1 RMA credit. Black Saints will not offer any Software Product for which it cannot substantiate lawful source and resale authority under Exhibit C.

4. General Rule: No Return Without a Prior, Authorized RMA

Black Saints does not accept, inspect, credit, or refund any product returned without a valid, unexpired RMA number issued in advance. Product shipped to Black Saints without one will be refused at receiving.

If unauthorized product is received in error, Black Saints will give the Reseller written notice within 10 business days describing the product received. Within 15 calendar days after that notice, Reseller must either pay for return shipping to reclaim the product or authorize its disposal in writing. If Reseller does neither within that window, Black Saints may dispose of the product at Reseller's expense without further notice or liability.

An issued RMA number authorizes Black Saints to inspect the claim. It is not, by itself, approval of a credit, replacement, or refund — that determination follows the inspection described in Section 7.

5. Reasons Eligible for a Tier 1 RMA

• Dead-on-arrival (DOA) unit, reported within 10 business days of delivery.
• Manufacturer defect discovered within the warranty window stated on the original invoice.
• Shipping damage caused by Black Saints' improper packing, mis-shipment, or nonconforming tender to the carrier, reported within 5 business days of delivery with photographs of the damaged unit and packaging. Under Section 6 of the Agreement, risk of loss passes to Reseller upon Black Saints' delivery to the carrier; damage arising after proper tender is a claim Reseller pursues against the carrier, and Black Saints will provide reasonable documentation (packing records, carrier receipt) to support that claim.
• A verified fulfillment error by Black Saints — wrong item, wrong quantity, or wrong specification shipped.
• A safety recall or defect notice issued by Black Saints or the original manufacturer.

6. Returns Not Eligible Under Tier 1

• Software Products once issued (Section 3).
• Buyer's remorse, slow-moving inventory, or a Reseller's inability to resell stock it ordered — sometimes called stock-balancing or speculative returns.
• Product that has been used, installed, activated, or removed from original manufacturer packaging, unless the claimed defect could only be discovered through normal use.
• Product missing original accessories, packaging, manuals, or serial/warranty labels.
• A discretionary (non-defective) request made more than 15 calendar days after the original invoice date (Section 8.2).
• Custom, personalized, or made-to-order goods, including engraved Wedding Favors.
• Any unit whose serial number, IMEI, or lot code does not match a Black Saints invoice issued to that Reseller.
• Shipping damage arising after Black Saints' proper tender to the carrier (Section 5), which is a carrier claim, not an RMA.

The 15-day discretionary-return window above applies only to Section 8.2. It does not shorten a claim under Section 5(a) (DOA) or 5(b) (manufacturer defect), which remains available for the full warranty period stated on the original invoice even if that period exceeds 15 days.

7. RMA Request Procedure

• Reseller submits a written RMA request — the Appendix A form, or the equivalent form on the partner portal — within the applicable window in Section 5, including the original invoice number, SKU, quantity, serial number(s), reason for return, and supporting evidence (photos, error logs) where applicable.
• Black Saints reviews the request within 3 business days and either issues an RMA number with return instructions, or denies the request in writing with a stated reason.
• Reseller ships the item(s) to the address and within the window stated on the RMA — ordinarily 14 calendar days from issuance. Unused RMA numbers expire and must be reissued.
• The RMA number must appear on the outside of the package and on the packing slip. Shipments with no RMA number, or a number that does not match the contents, may be refused at receiving.
• Black Saints inspects returned product within 5 business days of receipt.
• Following inspection, Black Saints issues one of: full credit, partial credit net of the restocking fee in Section 8, a replacement unit, or a denial — in which case the product is returned to the Reseller at the Reseller's cost, or disposed of on the Reseller's written instruction.

8. Shipping Cost, Condition, and Restocking Fees

8.1 Black Saints' Fault

DOA, manufacturer defect, shipping damage caused by Black Saints' improper packing, mis-shipment, or nonconforming tender to the carrier, or a verified fulfillment error — Black Saints pays return shipping; full credit; no restocking fee.

8.2 Discretionary, Non-Defective Returns

Sealed, unopened, unactivated units in original lot packaging may be accepted at Black Saints' sole discretion within 15 calendar days of invoice, subject to a 20% restocking fee, Reseller-paid return shipping, and the volume cap in Section 9.1. Black Saints is under no obligation to accept a discretionary return.

9. Return-Volume Cap and Pattern Review

9.1 Return-Volume Cap

Black Saints will not approve a discretionary return to the extent that the aggregate credit value of discretionary returns approved for the requesting Reseller — and not any affiliate or successor account, unless Black Saints elects in writing to aggregate related accounts — during the trailing 90 days would exceed five percent (5%) of the Net Invoice Price of eligible Wholesale Stock purchased by that Reseller during the same period, excluding sales tax, freight, insurance, prior credits, and defect-based RMAs.

This cap applies only to discretionary returns under Section 8.2. It does not limit RMAs for verified DOA, defective, damaged, or misshipped product under Section 5, which Black Saints accepts without a volume limit.

9.2 Pattern Review

Black Saints may place a Reseller's RMA activity under manual review where it has credible, documented evidence of a pattern inconsistent with ordinary defect rates for the product category — for example, serial numbers from returned units later found for sale through unauthorized channels, or repeated claims that cannot be matched to a Black Saints invoice.

A Pattern Review notice is investigatory only. It requests records or an explanation and does not, by itself, commence a default-and-cure period or constitute a notice of default. Black Saints will give the Reseller written notice describing the evidence and a reasonable opportunity — not less than 10 business days, unless a shorter period is necessary to prevent ongoing loss — to respond. If, after reviewing that response (or the response period expiring), Black Saints determines a material breach may exist, it must issue a separate notice of default under Section 16 of the Agreement, identifying the breach, the required cure, and the cure deadline, before suspending RMA privileges beyond the investigation period or treating the pattern as a default. This Policy does not itself authorize termination.

9.3 Serial and Lot Verification

Every returned unit must match, by serial number, IMEI, or lot code, a specific Black Saints invoice issued to the requesting Reseller. Black Saints may decline an RMA where the unit's identifier does not match its sales records, or matches a unit already credited, replaced, or previously reported sold through to a customer.

10. Payment Disputes

A Reseller's initiation of a Payment Dispute concerning a Black Saints invoice, and any resulting offset, is governed by the Agreement, not this Policy. In summary, and subject to the Agreement's exact terms:

• Reseller is asked, where reasonably practicable, to give Black Saints written notice and a short opportunity to resolve an issue before initiating a non-fraud Payment Dispute — see the Agreement's Chargeback Notice and Cooperation clause (Section 9.1).
• A Payment Dispute is not, by itself, a breach of the Agreement or evidence that the underlying invoice is owed.
• Black Saints may apply a limited, documented-loss offset only as described in the Agreement's Documented Loss; Limited Offset clause (Section 9.2) — this Policy does not create an independent offset right.

Nothing in this Policy requires a Reseller to waive or delay any right that applicable law, card-network rules, its card-issuer agreement, or Black Saints' merchant-processing agreement does not permit it to waive or delay.

11. Tier 2 Requirement — the Reseller's Own Customer Returns Policy

As a condition of remaining an approved Wholesale Partner in good standing, every Reseller must, at all times:

• maintain a written returns and refunds policy for its own customers, suited to the products it sells and compliant with consumer-protection law in the jurisdictions where it sells;
• publish that policy where its customers can find it before purchase — including on any storefront where the Black Saints Direct catalog widget is embedded;
• honor that stated policy consistently; and
• never represent to a customer that Black Saints is responsible for, or a party to, the Reseller's customer-facing returns, refunds, or warranty obligations — except to the extent, and only to the extent, the Merchant-of-Record Addendum (Exhibit B) designates Black Saints as the refund party or chargeback party for that sales channel, in which case Black Saints' obligations for that channel are as stated in Exhibit B, not this Section.

A Reseller's material or repeated failure to honor its own published customer returns policy — evidenced by, for example, a documented pattern of customer complaints, card-network disputes, or regulatory inquiries traceable to that failure — is addressed under the Agreement's default-and-cure process (Section 16) and may result in suspension or termination of wholesale access, independent of anything resolved under the Tier 1 RMA process above.

Black Saints does not adjudicate disputes between a Reseller and that Reseller's customers, and will refer a customer who contacts Black Saints directly back to the Reseller's own stated return policy, except as Exhibit B otherwise designates for a given channel.

12. Good-Faith Certification

Every RMA request must include the Reseller's certification (Appendix A) that the returned goods have not been altered, are not being returned to conceal resale outside authorized channels, and that the stated reason for return is accurate. A knowingly materially false certification is a material breach of the Agreement. Where the false certification is capable of correction, it is addressed under the Agreement's default-and-cure process (Section 16); Black Saints may deny the underlying claim in either case. An inadvertent or good-faith error in a certification is corrected in the ordinary course and is not, by itself, grounds for the remedies that apply to a knowing false certification.

13. Amendments

Black Saints may update this Policy prospectively upon at least 15 days' written notice to Resellers (posted on the partner portal or sent by email). An update does not alter the terms applicable to a completed order or to an RMA request already submitted before the update's effective date, unless the Reseller expressly agrees otherwise. Continued use of wholesale access after an update's effective date constitutes acceptance of the revised Policy for orders placed after that date.

14. Governing Law

This Policy is governed by the laws of the State of Texas, consistent with the Agreement's governing-law provision, without regard to conflict-of-laws principles.

Appendix A — RMA Request Form

Submit to Black Saints LLC · partners@blacksaints.co · Reference this Policy before completing.

RMA Details

Items

Reseller Certification

I certify that the information above is accurate; that the returned product has not been altered, activated beyond what is disclosed, or resold outside authorized channels; and that this request is submitted in good faith under the Black Saints Wholesale RMA & Returns Policy. I understand that a knowingly false certification is a material breach of my Wholesale Partner Agreement and may result in denial of this claim and other remedies under that Agreement, including under its Default and Cure and Suspension and Termination provisions.