Wholesale Program Terms and Conditions

Southern Yankee Woodworking, LLC

WHOLESALE TERMS & CONDITIONS AGREEMENT

Effective Date: 11/1/2025

This Wholesale Terms & Conditions Agreement (“Agreement”) governs the relationship between Southern Yankee Woodworking, LLC (“Company,” “we,” “us,” or “our”) herin refereed to as "SYWW" and any approved wholesale customer (“Retailer,” “you,” or “your”). By applying for, accessing, or placing orders through our wholesale program, you agree to be bound by the terms set forth herein.

1. ELIGIBILITY & ACCOUNT APPROVAL

Wholesale accounts are subject to approval at the sole discretion of the Company. Retailers must:

  • Be a valid business entity
  • Provide a current resale certificate or tax exemption documentation
  • Provide accurate and complete business information

The Company reserves the right to approve, deny, suspend, or terminate any wholesale account at any time for any reason.

2. WHOLESALE PRICING & CONFIDENTIALITY

All wholesale pricing, discounts, and program terms (collectively, “Confidential Information”) are proprietary and confidential and are provided exclusively to approved Retailers for the sole purpose of conducting business with Southern Yankee Woodworking, LLC (the “Company”).

Retailer acknowledges and agrees that such Confidential Information constitutes valuable proprietary business information and trade secrets within the meaning of the Georgia Trade Secrets Act, and that the unauthorized disclosure, use, or dissemination of such information would result in substantial and irreparable harm to the Company, including but not limited to loss of competitive advantage, pricing integrity, and market position.

Retailer agrees that it shall not disclose, publish, distribute, or otherwise make available any Confidential Information to any third party without the prior express written consent of the Company.

In recognition of the difficulty in ascertaining actual damages resulting from such unauthorized disclosure, and in accordance with Georgia liquidated damages statute, the parties agree that, in the event of a breach of this Section, the Company shall be entitled to recover liquidated damages in an amount not less than:

  • Three (3) times the total value of all purchases made by the Retailer within the preceding twelve (12) months, or
  • $5,000.00,
    whichever is greater,

which the parties expressly agree represents a reasonable pre-estimate of the damages likely to be incurred and is not intended as a penalty.

In addition to the foregoing, the Company shall be entitled to pursue all remedies available at law or in equity, including but not limited to injunctive relief, actual damages where applicable, and recovery of reasonable attorneys’ fees and expenses as permitted under Georgia attorneys fees statute in the event the Retailer has acted in bad faith, has been stubbornly litigious, or has caused the Company unnecessary trouble and expense.

The Company reserves the right to immediately suspend or terminate the Retailer’s wholesale account upon any violation of this provision.

The Company further reserves the right to modify wholesale pricing at any time without prior notice.

3. MINIMUM ADVERTISED PRICE (MAP POLICY)

Retailer agrees to comply with Southern Yankee Woodworking, LLC Minimum Advertised Price (MAP) Policy, as updated from time to time.

  • Products may not be advertised below MAP in any format, including but not limited to online marketplaces, websites, print, or in-store promotions.
  • Violations may result in suspension or termination of wholesale privileges.

The Company reserves the right to enforce MAP compliance at its sole discretion.

4. MINIMUM ORDER REQUIREMENTS

Southern Yankee Woodworking, LLC may establish minimum order quantities or dollar thresholds, including:

  • Opening order minimums; ($1500.00 to open the account)
  • Reorder minimums: 

These requirements are subject to change at any time without notice however we will do our best to send out updates as these requirements change

5. PAYMENT TERMS

Unless otherwise agreed in writing:

  • All orders must be paid at delivery unless "Net terms" are established
  • Approved Retailers may be granted Net payment terms at the Company’s sole discretion, based on order volume, frequency, sales history and payment history

Any unpaid balance shall accrue interest at a rate of 16% per annum (or the maximum allowed by law), calculated from the due date until paid in full.

Southern Yankee Woodworking, LLC reserves the right to withhold shipments or cancel orders due to outstanding balances.

6. SHIPPING & DELIVERY

  • Shipping costs are NOT included in wholesale pricing and will be calculated based on order size, weight, and delivery location
  • Southern Yankee Woodworking, LLC will schedule all deliveries to your location. We request that you have able bodied employees available for these deliveries to unload the products and place them at your designated places. 
  • Title and risk of loss transfer to the Retailer upon delivery, Southern Yankee Woodworking, LLC assumes no liability for damages if the request is made to travel to any portion of the delivery location that is not a constructed nor rated as a DOT road/pathway

  • DELIVERY ACCESS & SITE CONDITIONS DISCLAIMER

    The Retailer (or delivery recipient) is solely responsible for ensuring that the delivery location is accessible by standard delivery vehicles and that all access roads, driveways, and pathways are safe, stable, and suitable for travel.

    SYWW shall not be required to travel on or access:

    • Non-public, unmaintained, or non-DOT-approved roadways
    • Dirt, gravel, soft-grade, or unstable surfaces
    • Areas that may pose a risk to personnel, vehicles, or equipment

    In the event that the Retailer requests or directs SYWW to access any such roadway or delivery condition, the Retailer expressly assumes all risk and liability associated with such access.

    The Retailer agrees to:

    • Indemnify, defend, and hold harmless Southern Yankee Woodworking, LLC from and against any and all claims, damages, losses, or expenses (including vehicle damage, property damage, delays, or personal injury) arising from or related to such access
    • Accept delivery at the nearest safe and accessible location as determined by the SYWW delivery team, if access is deemed unsafe

    SYWW reserves the sole right to refuse or modify delivery if, in its judgment, site conditions present a risk to safety or property.

Estimated delivery dates are not always guaranteed.

7. LEAD TIMES & PRODUCTION

Many of our products are made to order. Production timelines are estimates only and may vary due to:

  • Order volume
  • Material availability
  • Seasonal demand
  • Unforeseen production delays

The Company shall not be liable for delays beyond its reasonable control.

8. RETURNS, DAMAGES & CLAIMS

  • All sales are final on made-to-order, custom, or modified products
  • Retailer must inspect all shipments upon receipt and report damages as outlined in this section.

Any claims for damage or defect must be submitted:

  • Within 1 business days of delivery
  • With supporting photographic evidence

The Company reserves the right to determine whether to repair, replace, or otherwise resolve the claim.

9. PRODUCT USE & BRAND REPRESENTATION

Retailer agrees to:

  • Represent Southern Yankee Woodworking, LLC products accurately and professionally
  • Use product images, descriptions, and branding in a manner consistent with Company standards

Retailer may not alter, rebrand, or misrepresent products without prior written consent.

10. INTELLECTUAL PROPERTY

All designs, images, product concepts, branding, and materials remain the exclusive property of the Southern Yankee Woodworking, LLC.

Retailer shall not:

  • Copy, reproduce, or manufacture similar products
  • Use Company intellectual property outside the scope of this Agreement

11. ORDER CHANGES & CANCELLATIONS

  • Orders may only be modified or canceled within 24 hours of placement unless otherwise approved
  • Orders that have entered production may not be canceled
  • Approved cancellations may be subject to administrative and restocking fees or administration charges.

12. PRODUCT VARIATION & DISCLAIMER

Due to the natural characteristics of wood and handcrafted production methods:

  • Variations in grain, color, texture, and finish are inherent and not considered defects
  • Outdoor products are subject to natural weathering over time

Retailer acknowledges and accepts these characteristics as part of the product.

13. WARRANTY DISCLAIMER

Except as expressly stated in writing, all products are provided “as is” without warranties of any kind, express or implied, including but not limited to merchantability or fitness for a particular purpose.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Southern Yankee Woodworking, LLC shall not be liable for any indirect, incidental, consequential, or special damages arising out of or related to the sale or use of its products.

Total liability, if any, shall not exceed the amount paid for the product in question.

15. TERMINATION

Southern Yankee Woodworking, LLC reserves the right to terminate any wholesale account at any time, with or without cause.

The wholesale Partner has the right to terminate their privileges at anytime as well, under 2 conditions.

1) The wholesale partner has placed an order prior to the termination the retailer understand that it is still responsible to accept that previously placed order under the same terms and conditions as outlined within this agreement. 

2) The termination must be in writing and send to info@sywoodworking.com

Upon termination, all outstanding balances become immediately due.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, County of Troup, without regard to conflict of law principles.

17. MODIFICATIONS TO AGREEMENT

Southern Yankee Woodworking, LLC  reserves the right to update or modify this Agreement at any time, without notice. We will do our Due diligence to help you stay aware of any changes that Might affect our wholesale partners however It is the obligation of the retail partner to keep themselves aware of any updates.

Retailer agrees that it is their responsibility to review the most current version available on our website. Continued use of the wholesale program constitutes acceptance of any changes.

18. POD and ONLINE portal disclaimer

SYWW provides approved Retailers access to an online wholesale ordering portal located at sywoodworking.com (the “Wholesale Portal”) for the purpose of facilitating convenient electronic order placement, recordkeeping, and streamlined processing.

Retailer acknowledges and agrees that access to and use of the Wholesale Portal is provided solely as an administrative convenience and does not alter, amend, or supersede any applicable payment terms, pricing structure, or contractual obligations set forth in this Agreement.

Retailers may submit orders electronically through the Wholesale Portal at no additional charge. In connection with such orders, the Company may implement a Payment-on-Delivery (POD) process for qualifying orders meeting a minimum threshold of $1,500.00.

For qualifying orders, a system-generated code or adjustment may be automatically applied at checkout (the “POD Code”) to allow the Retailer to complete the order electronically without immediate payment. Retailer expressly acknowledges and agrees that:

  • The application of any POD Code, discount code, or similar adjustment is solely a procedural mechanism to facilitate order submission and internal processing;
  • Such code does not constitute a price reduction, discount, rebate, or modification of the agreed wholesale pricing;
  • The full invoiced amount for all products, shipping, and applicable charges remains due and payable in accordance with the Company’s established payment terms, including payment upon delivery unless otherwise agreed in writing;
  • The use or application of a POD Code shall not be interpreted as granting any financial benefit, credit, or concession to the Retailer.

Retailer further acknowledges that all orders submitted through the Wholesale Portal, regardless of any system-generated adjustments, constitute binding purchase orders subject to acceptance by the Company.

The Company reserves the right to modify, suspend, or discontinue the Wholesale Portal, POD process, minimum order thresholds, or related procedures at any time, with or without prior notice.

19. ACCEPTANCE OF TERMS

By accessing wholesale pricing, placing an order, or otherwise participating in the wholesale program, Retailer acknowledges that they have read, understood, and agreed to be bound by these Terms & Conditions.