Authorized Retailer Policy

Effective Date: September 15, 2026
Company: Whiteline Modern Living
Location: Miami, Florida

1. PURPOSE AND SCOPE

This Authorized Retailer Policy (“Policy”) establishes the terms, conditions, standards, and requirements applicable to retailers, dealers, distributors, and other business customers (“Retailer”) authorized to purchase and resell products supplied by Whiteline Modern Living (“Whiteline”).

The purpose of this Policy is to protect the Whiteline brand, maintain consistent product representation, establish clear commercial expectations, protect consumers, and ensure that Whiteline products are marketed and sold in a professional manner.

This Policy applies to all authorized Dealer of Whiteline products, including sales and advertising through Retailer-owned websites, social media platforms, digital catalogs, shopping platforms, and other electronic sales channels.

Authorization to purchase Whiteline products does not automatically constitute authorization to sell Whiteline products online or through any particular third-party marketplace.

2. AUTHORIZED RETAILER STATUS

Retailers must maintain an active and approved wholesale account with Whiteline.

Whiteline may require Retailers to provide:

• Legal business name
• Billing and shipping information
• Federal Tax ID/EIN
• Valid resale certificate
• Business license where applicable
• Website address
• Contact information
• Trade references
• Credit information where payment terms are requested
• Any additional information reasonably required to establish or maintain the account

Authorization is granted only to the approved Retailer and may not be transferred, assigned, sublicensed, or extended to another company or seller without Whiteline’s prior written approval.

3. APPROVED ONLINE SALES CHANNELS

Retailers may advertise and sell Whiteline products only through websites, domains, storefronts, and online sales channels approved by Whiteline.

Approval of a Retailer’s primary website does not automatically authorize sales through third-party marketplaces.

Retailers must obtain prior written authorization from Whiteline before listing or selling Whiteline products on third-party marketplaces, including but not limited to:

• Amazon
• Walmart Marketplace
• eBay
• Wayfair
• Overstock/Bed Bath & Beyond marketplaces
• Houzz
• Target Plus
• Facebook Marketplace
• TikTok Shop
• Other marketplace or third-party selling platforms

Whiteline may approve or deny marketplace authorization by platform, account, product, collection, SKU, or territory.

Retailers may not create additional seller accounts or use affiliated companies to circumvent Whiteline’s marketplace restrictions.

4. PROHIBITION ON UNAUTHORIZED RESALE

Retailers may not knowingly sell Whiteline products to another reseller, distributor, broker, marketplace seller, exporter, or other party for resale unless Whiteline has authorized the transaction in writing.

Retailers may not divert Whiteline inventory to unauthorized sellers.

Whiteline may investigate suspected diversion and may suspend or terminate accounts involved in unauthorized distribution.

5. ORDERS AND ORDER ACCEPTANCE

All orders are subject to acceptance by Whiteline.

Submission of an order does not guarantee acceptance, inventory availability, pricing, or shipment.

Whiteline reserves the right, where permitted by law, to:

• Accept or reject an order
• Limit quantities
• Place products on allocation
• Correct pricing or product-information errors
• Discontinue products
• Place accounts on hold
• Cancel orders that cannot reasonably be fulfilled

Orders are subject to inventory availability at the time of processing.

6. WHOLESALE PRICING

Wholesale prices are confidential and intended solely for authorized Whiteline customers.

Retailers may not publish, distribute, disclose, or provide Whiteline wholesale price lists or confidential dealer pricing to unauthorized third parties.

Whiteline may change wholesale pricing at any time upon applicable notice.

Unless otherwise stated in writing, wholesale pricing does not include:

• Delivery / LTL Frieght
• Storage
• Accessorial charges
• Taxes
• Installation
• Assembly
• Special handling
• Other services or charges

The price applicable to an order will generally be the price confirmed by Whiteline when the order is accepted, subject to correction of obvious errors.

7. PAYMENT TERMS

Unless Whiteline has approved credit terms in writing, orders are payable according to the payment requirements stated on Whiteline’s invoice or order confirmation.

Whiteline’s preferred payment methods include:

• ACH
• Wire transfer
• Company check, subject to approval
• Zelle, when available

Credit card payments are subject to a 3% processing fee, to the extent permitted by applicable law.

Credit terms such as Net 15, Net 30, Net 60 or other arrangements apply only when specifically approved by Whiteline in writing.

Invoices are due according to the payment terms stated on the applicable invoice.

An account with any past-due balance may be placed on immediate credit or account hold, and Whiteline may suspend processing, release, pickup, or shipment of pending and future orders until the account is brought current.

Any balance that remains unpaid for more than fifteen (15) days after its applicable due date will be subject to a late fee equal to the greater of $25.00 or 1% of the outstanding past-due balance per month, or the maximum amount permitted by applicable law, whichever is less.

Whiteline may modify or withdraw credit privileges based on payment history, creditworthiness, account activity, or other legitimate business considerations.

The Retailer is responsible for reasonable collection costs and other amounts recoverable under applicable law arising from delinquent balances.

8. DEPOSITS AND SPECIAL ORDERS

Whiteline require deposits for:

• Special orders
• Custom merchandise
• Large-volume orders
• Container orders
• Product reservations
• Inventory holds
• Other specially procured merchandise

Deposits on special orders, custom orders, or inventory holds are non-refundable, except where otherwise required by law or expressly agreed by Whiteline in writing.

Production or procurement does not begin until required deposits and documentation have been received.

9. MSRP – MANUFACTURER’S SUGGESTED RETAIL PRICE

Whiteline may publish a Manufacturer’s Suggested Retail Price (“MSRP”) for its products.

MSRP represents Whiteline’s suggested retail price and is provided as a reference for Retailers.

Unless otherwise permitted by applicable law and expressly established under a separate lawful program, MSRP is not a mandatory resale price.

Retailers remain responsible for independently determining the prices at which they ultimately sell products.

MSRP and MAP are separate concepts and should not be interpreted as interchangeable.

10. MINIMUM ADVERTISED PRICE – MAP

All Whiteline Modern Living products are subject to Whiteline's Minimum Advertised Price (“MAP”) Policy unless Whiteline expressly provides a written exception.

The applicable MAP for each product will be communicated through Whiteline's current price list, dealer portal, product data feed, written notice, or other official communication from Whiteline.

MAP represents the minimum price at which an Authorized Retailer may publicly advertise a Whiteline product.

Whiteline's MAP Policy applies to the advertising of Whiteline products. It is not intended to establish or control the actual resale price at which an independent Retailer ultimately sells a product. Each Retailer remains independently responsible for determining its actual resale prices.

10.1 MAP Applies to All Whiteline Products

Unless Whiteline expressly states otherwise in writing, every Whiteline product and SKU is MAP-protected.

Authorized Retailers are responsible for maintaining Whiteline's current MAP pricing across all approved advertising and online sales channels.

A Retailer may not assume that a product is exempt from MAP simply because it is new, discontinued, backordered, on clearance, or absent from a particular price list. Any exception to MAP must be expressly authorized by Whiteline.

10.2 Advertising Covered by MAP

The MAP Policy applies to publicly displayed or communicated advertising, including but not limited to:

• Retailer websites and online stores

• Authorized third-party marketplaces

• Google Shopping and other shopping feeds

• Search-engine advertising

• Social-media posts and advertisements

• Email marketing

• Digital advertisements and banners

• Online and printed catalogs

• Product feeds

• Affiliate advertising

• Publicly advertised coupons and promotional codes

• Marketplace promotions

• Other advertisements displaying or communicating a price for a Whiteline product

Retailers are responsible for ensuring that advertising published by their employees, affiliates, marketing agencies, marketplaces, or other third parties acting on their behalf complies with Whiteline's MAP Policy.

10.3 Discounts, Coupons & Promotional Codes

Retailers must not publicly advertise a coupon, discount, promotional code, instant rebate, or similar offer that expressly communicates a price for a Whiteline product below its applicable MAP.

This requirement also applies to storewide and sitewide promotions.

For example, an advertisement for “10% Off Everything” or “10% Off All Furniture” may constitute a MAP violation when it clearly communicates that the discount applies to Whiteline products and results in an advertised price below Whiteline's applicable MAP.

Retailers should expressly exclude Whiteline products from such promotions when necessary to maintain MAP compliance unless Whiteline has authorized the promotion in writing.

10.4 Bundles, Gifts, Rebates & Other Promotions

Retailers may not use bundles, free products, gift cards, rebates, credits, coupons, or similar advertised promotions primarily as a means of circumventing Whiteline's MAP Policy.

Whiteline may consider the overall presentation and advertised value of a promotion when determining whether the advertisement complies with MAP.

10.5 Authorized MAP Promotions

From time to time, Whiteline may authorize temporary promotional pricing below the standard MAP.

Any MAP exception or authorized promotion must originate from Whiteline and may specify:

• Eligible products or SKUs

• Promotional MAP

• Start and end dates

• Eligible Retailers

• Approved advertising channels

• Other promotional requirements

Retailers may advertise below the regular MAP only during the authorized promotional period and only in accordance with Whiteline's written instructions.

At the conclusion of the promotional period, advertised prices must be returned to the applicable standard MAP within the timeframe communicated by Whiteline.

10.6 MSRP vs. MAP

Whiteline's Manufacturer's Suggested Retail Price (“MSRP”) and Minimum Advertised Price (“MAP”) are different:

MSRP is Whiteline's suggested retail price for a product.

MAP is the minimum price at which the product may be publicly advertised under Whiteline's MAP Policy.

Retailers remain independently responsible for determining their actual resale prices.

10.7 Changes to MAP

Whiteline may revise MAP prices from time to time.

Updated MAP pricing may be communicated through Whiteline's price list, dealer portal, product data feed, email, written notice, or other official communication.

Authorized Retailers are responsible for keeping their advertised Whiteline pricing current and updating their listings within the implementation period communicated by Whiteline.

10.8 MAP Violations

Examples of MAP violations may include:

• Advertising any Whiteline product below its applicable MAP;

• Displaying a struck-through or comparison price that communicates an offer below MAP;

• Publishing a coupon or promotional code that expressly communicates a below-MAP price;

• Advertising a sitewide or storewide discount that clearly results in a below-MAP advertised price for Whiteline products;

• Advertising an instant rebate resulting in a displayed price below MAP;

• Using bundles, gifts, credits, or similar mechanisms primarily to circumvent MAP;

• Providing a below-MAP advertised price through a marketplace or shopping feed;

• Causing or authorizing an affiliate or third-party advertiser to advertise Whiteline products below MAP; or

• Otherwise publicly communicating that a Whiteline product is available at a price below its applicable MAP, except pursuant to an authorized Whiteline promotion.

10.9 Retailer's Responsibility for Third-Party Listings

Each Authorized Retailer is responsible for the accuracy and MAP compliance of Whiteline product pricing appearing through accounts, websites, marketplaces, advertising feeds, affiliates, and other channels under the Retailer's control.

A pricing error caused by an automated feed, marketplace integration, advertising platform, or third-party service should be corrected promptly after discovery or notification.

10.10 MAP Enforcement

Whiteline intends to administer and enforce its MAP Policy independently and in accordance with applicable law.

Depending upon the nature, frequency, and severity of a violation, Whiteline may independently take actions including:

1. Issuing notice of the MAP violation and requesting correction;

2. Suspending promotional or marketing support;

3. Restricting access to certain products or programs;

4. Suspending ordering privileges;

5. Suspending or withdrawing authorization for a particular website, marketplace, or sales channel; or

6. Terminating the Retailer's Authorized Retailer status.

Whiteline reserves the right to determine independently whether a violation has occurred and what action, if any, is appropriate.

Whiteline does not request or accept agreements among competing Retailers regarding resale prices, and nothing in this Policy requires a Retailer to coordinate its actual resale pricing with Whiteline or with another Retailer.

All questions regarding MAP pricing, authorized promotions, or potential MAP exceptions must be directed to Whiteline Modern Living.

11. PRODUCT LISTINGS

Retailers must use reasonable care to ensure that online Whiteline product listings accurately represent the product.

Listings should include accurate information concerning:

• Product name
• SKU/model number
• Dimensions
• Materials
• Finish
• Color
• Features
• Product images
• Assembly requirements, where applicable
• Intended use
• Warranty information
• Other material specifications supplied by Whiteline

Retailers may not knowingly publish false, misleading, deceptive, or materially inaccurate information concerning Whiteline products.

12. PRODUCT IMAGES AND MARKETING MATERIALS

Whiteline may provide approved product photography, lifestyle images, videos, descriptions, catalogs, logos, and other marketing materials.

These materials remain the intellectual property of Whiteline or their respective rights holders.

Whiteline grants authorized Retailers a limited, revocable, non-exclusive right to use approved materials solely for advertising and selling genuine Whiteline products while the Retailer remains authorized.

Retailers may not materially modify Whiteline images in a manner that misrepresents the product.

Upon termination of authorization, Whiteline may require the Retailer to discontinue use of Whiteline trademarks, images, product content, and other proprietary materials.

13. TRADEMARKS AND BRAND IDENTITY

Whiteline’s names, trademarks, logos, product names, photography, catalogs, graphics, and brand assets may not be used in a manner that suggests the Retailer owns, controls, or is Whiteline.

Retailers may not register:

• Domain names
• Social-media accounts
• Marketplace storefront names
• Business names
• Advertising accounts

that incorporate Whiteline’s trademarks in a manner likely to cause confusion regarding ownership or affiliation.

Retailers may identify themselves as an authorized Retailer only while such authorization remains active.

14. PRODUCT AVAILABILITY AND BACKORDERS

Product availability is subject to change.

Retailers should not knowingly represent an unavailable product as immediately available.

Estimated arrival dates and restock dates are estimates only unless Whiteline expressly guarantees a date in writing.

Whiteline is not responsible for reasonable delays resulting from circumstances beyond its control, including manufacturing delays, port congestion, carrier delays, customs delays, labor disruptions, severe weather, governmental actions, supply-chain interruptions, or other force majeure events.

15. ORDER CHANGES

Requests to modify orders must be submitted in writing.

Orders may not be changed less than 24 hours before the scheduled shipment or pickup date and time.

An order change is not effective until Whiteline provides written confirmation.

Verbal discussions or requests do not constitute confirmation of an order change.

Once an order has shipped, it cannot be changed or modified.

Additional costs resulting from an approved order change may be charged to the Retailer.

16. ORDER CANCELLATIONS

Orders may not be cancelled less than 48 hours before the scheduled shipment date.

An order may generally be cancelled within 24 hours after placement only if it has not already been processed, fulfilled, prepared for shipment, picked up, or shipped.

Prepaid orders are generally non-refundable. Where Whiteline approves cancellation of an eligible prepaid order, Whiteline may issue an account credit for future purchases rather than a cash refund, subject to applicable law.

Deposits paid for:

• Special orders
• Custom merchandise
• Product holds
• Reserved inventory
• Special procurement

are non-refundable unless Whiteline expressly agrees otherwise in writing or applicable law requires otherwise.

17. CUSTOMER PICKUP

Retailers or their carriers picking up merchandise from Whiteline are responsible for arriving during authorized warehouse pickup hours and following applicable appointment procedures.

Merchandise should be inspected before leaving the warehouse whenever reasonably possible.

Once merchandise has been accepted and removed from the warehouse, damage occurring during subsequent transportation is the responsibility of the party responsible for transportation, subject to applicable law.

18. SHIPPING, FREIGHT & DELIVERY SCHEDULING

Whiteline Modern Living may provide, arrange, and coordinate transportation and delivery services for Retailers and, when requested, directly to the Retailer's customer or designated delivery location.

Retailers may also elect to arrange transportation using their own carrier, freight company, or third-party logistics provider.

22.1 Shipping Arranged by Whiteline

When Whiteline arranges transportation, Whiteline may coordinate the shipment from its warehouse to the Retailer, the Retailer's customer, or another delivery location designated by the Retailer.

Whiteline may assist with:

• Selecting and coordinating the freight carrier

• Scheduling carrier pickup

• Preparing the shipment for carrier pickup

• Coordinating shipment and delivery

• Scheduling delivery appointments with the Retailer or its customer

• Providing available shipment and tracking information

• Communicating available delivery updates

• Coordinating with the carrier regarding delivery when reasonably necessary

Freight and delivery charges quoted by Whiteline are based on the shipment information and services known at the time of quotation.

22.2 Delivery Scheduling

When Whiteline arranges transportation, Whiteline may also schedule and coordinate the delivery appointment directly with the Retailer or the Retailer's customer.

The Retailer is responsible for providing Whiteline with complete and accurate customer contact and delivery information, including the recipient's:

• Name

• Delivery address

• Telephone number

• Email address, when required

• Receiving hours

• Delivery restrictions

• Any special delivery requirements known to the Retailer

The Retailer is responsible for ensuring that its customer or designated recipient is aware of the scheduled delivery and is available to receive the merchandise during the confirmed delivery window.

Whiteline's assistance in scheduling or coordinating a delivery does not make Whiteline responsible for additional carrier charges resulting from circumstances at the delivery location or actions of the Retailer, customer, recipient, or carrier.

22.3 Additional Freight & Delivery Charges

Any additional freight, delivery, accessorial, or carrier charges incurred beyond the originally quoted or agreed transportation service are the responsibility of the Retailer or customer, as applicable.

Such charges may include, but are not limited to:

• Residential delivery

• Liftgate service

• Inside delivery

• White-glove service

• Redelivery

• Reconsignment

• Storage

• Detention or waiting time

• Missed delivery appointments

• Appointment fees

• Limited-access delivery

• Address corrections

• Delivery-location changes

• Additional handling

• Additional labor

• Failed or refused delivery

• Special equipment requirements

• Other accessorial or carrier-imposed charges

If any such charges are billed to Whiteline by the carrier, Whiteline reserves the right to charge or invoice the applicable amount to the Retailer's account.

The Retailer remains responsible for these charges even when Whiteline arranged the shipment or scheduled the delivery directly with the Retailer's customer.

22.4 Incorrect or Incomplete Delivery Information

The Retailer is responsible for providing complete and accurate delivery information before shipment.

Any additional costs resulting from incorrect, incomplete, or changed information—including an incorrect address, incorrect contact information, unavailable receiving party, undisclosed residential location, limited-access location, lack of loading dock, or other undisclosed delivery requirement—will be the responsibility of the Retailer or customer, as applicable.

22.5 Missed, Refused or Rescheduled Deliveries

The Retailer or its customer must be available to receive the shipment during the confirmed delivery appointment or delivery window.

If a delivery cannot be completed because the Retailer or customer is unavailable, refuses the shipment without authorization, requests a different delivery date after scheduling, or otherwise prevents completion of delivery, all resulting redelivery, storage, detention, reconsignment, or other carrier charges will be the responsibility of the Retailer or customer, as applicable.

22.6 Retailer-Arranged Transportation

Retailers may choose to use their own carrier or freight provider.

When transportation is arranged by the Retailer, its customer, or its designated carrier, responsibility for carrier selection, pickup scheduling, freight charges, delivery coordination, accessorial charges, and carrier claims rests with the party arranging transportation.

22.7 Transit & Delivery Dates

Pickup, transit, shipment, and delivery dates provided by Whiteline or the carrier are estimates unless a guaranteed service has been expressly confirmed in writing.

Whiteline will make reasonable efforts to coordinate shipments and delivery appointments but cannot guarantee carrier transit times or delivery windows outside Whiteline's direct control.

22.8 Freight & Delivery Charges

Unless otherwise agreed in writing, freight, delivery, and accessorial charges are non-refundable once the applicable transportation service or charge has been incurred.

Any carrier adjustment or additional charge received after delivery may be subsequently invoiced to the Retailer's account.

22.9 Freight Damage & Inspection

The Retailer or its customer must inspect the shipment at the time of delivery whenever reasonably possible.

Visible damage, shortages, crushed cartons, punctures, tears, or other signs of damage should be clearly noted on the carrier's Proof of Delivery (POD) or Bill of Lading (BOL) before acceptance.

Failure to properly document visible freight damage at delivery may affect the ability to submit or approve a freight claim.

Whiteline's coordination of transportation or delivery scheduling does not waive the Retailer's or customer's responsibility to inspect the merchandise upon delivery and follow Whiteline's applicable claims procedures.

19. RETURNS, RETURN AUTHORIZATION & CREDITS

Whiteline Modern Living accepts eligible returns subject to the terms, conditions, timeframes, fees, and exclusions set forth below.

No merchandise may be returned to Whiteline without prior written authorization and a valid Return Merchandise Authorization (“RMA”) issued by Whiteline.

Unauthorized returns may be refused and returned to the sender at the Retailer's expense.

19.1 Return Eligibility

Eligible merchandise may be returned within thirty (30) days of the applicable purchase/invoice date, subject to Whiteline's approval and the conditions of this Policy.

To qualify for return, merchandise must generally:

• Be unused and uninstalled

• Be unassembled, unless otherwise approved by Whiteline

• Be in its original condition

• Be in the original factory packaging

• Include all original components, hardware, accessories, manuals, and instructions

• Be free from damage, stains, scratches, alterations, odors, or other signs of use

• Be suitable for resale as new merchandise

• Have a valid RMA issued by Whiteline before being returned.

Whiteline reserves the right to refuse any return that does not meet these requirements.

19.2 Return Notification

The Authorized Retailer must notify Whiteline of its intention to return merchandise and request return authorization in accordance with Whiteline's return procedures.

Where an issue is discovered upon receipt, the Retailer must notify Whiteline within forty-eight (48) hours of receipt/delivery and provide all requested documentation.

Notification of a return or product issue does not automatically constitute approval of the return.

19.3 Return Merchandise Authorization – RMA

All returns require a Return Merchandise Authorization (“RMA”) issued by Whiteline before merchandise is shipped or delivered back to Whiteline.

The RMA number must accompany the returned merchandise and should appear on applicable return documentation as instructed by Whiteline.

Merchandise returned without prior authorization or without a valid RMA may be refused.

Issuance of an RMA authorizes the merchandise to be returned for inspection; it does not guarantee that a refund or credit will be issued.

Final credit is subject to Whiteline's inspection and approval of the returned merchandise.

19.4 Returns Must Be Submitted by the Authorized Retailer

For merchandise purchased by an end consumer through an Authorized Whiteline Retailer, all return requests must be handled through the Authorized Retailer that purchased the merchandise from Whiteline.

Whiteline does not accept return requests directly from the Retailer's end customer unless Whiteline expressly authorizes otherwise.

The Retailer is responsible for communicating Whiteline's applicable return conditions to its customer and coordinating the return with Whiteline.

Any return policy independently offered by the Retailer to its customer that is more generous than Whiteline's return policy is the Retailer's responsibility and does not expand Whiteline's obligations.

19.5 Restocking Fee

Approved non-defective returns are subject to a twenty-five percent (25%) restocking fee, unless Whiteline expressly agrees otherwise in writing.

The restocking fee will be calculated based on the applicable merchandise value and deducted from any credit issued.

Whiteline may also deduct other applicable charges where merchandise requires additional handling, repackaging, inspection, or other services as permitted by this Policy and applicable law.

19.6 Return Freight & Transportation

Unless the return results from a verified Whiteline error or Whiteline expressly agrees otherwise in writing, all return freight, transportation, handling, and related expenses are the responsibility of the Retailer/customer.

The Retailer is responsible for arranging and paying for transportation of the merchandise back to the location designated by Whiteline.

If Whiteline assists in arranging return transportation, the applicable freight charges may be deducted from the Retailer's credit or invoiced to the Retailer's account.

Original shipping, freight, delivery, handling, and accessorial charges are non-refundable once incurred.

19.7 Responsibility for Merchandise During Return Transportation

Returned merchandise must be properly packaged and protected for transportation.

The Retailer is responsible for ensuring that the merchandise is adequately packaged to prevent damage during the return shipment.

Whiteline is not responsible for damage occurring during return transportation when the transportation is arranged by the Retailer or its customer.

Merchandise that arrives damaged due to inadequate packaging or return transportation may have its credit reduced or denied.

19.8 Inspection of Returned Merchandise

All returned merchandise is subject to inspection by Whiteline upon receipt.

Whiteline will determine whether the merchandise meets the return requirements and the amount of any applicable credit.

Whiteline may refuse or reduce credit for merchandise that is:

• Used

• Assembled

• Installed

• Damaged

• Scratched, stained, or altered

• Missing parts or hardware

• Missing original packaging

• Improperly packaged

• Not in resalable condition

• Different from the merchandise authorized under the RMA

19.9 Non-Returnable Merchandise

Unless Whiteline expressly approves otherwise in writing, the following merchandise is final sale and/or non-returnable:

• Special-order merchandise

• Custom or modified merchandise

• Products specifically ordered or manufactured for the Retailer

• Merchandise purchased on clearance or final sale

• Floor samples or display models sold as-is

• Discontinued products designated as final sale

• Assembled or installed merchandise

• Used merchandise

• Merchandise damaged after delivery

• Merchandise without original packaging

• Merchandise altered, repaired, or modified after delivery

• Products damaged through misuse, improper handling, improper assembly, or improper storage; and products otherwise identified by Whiteline as non-returnable at the time of sale.

19.10 Damaged or Defective Merchandise

Returns involving alleged manufacturing defects or freight damage are not treated as ordinary returns and must follow Whiteline's applicable Claims and Warranty procedures.

Manufacturing defects are subject to Whiteline's Limited Product Warranty.

Shipping or freight damage is subject to Whiteline's Freight and Claims Policy.

The Retailer must provide requested photographs, videos, packaging documentation, POD/BOL, product information, and other evidence necessary for Whiteline to evaluate the claim.

A damaged or allegedly defective product should not be returned to Whiteline unless Whiteline specifically authorizes the return.

19.11 Natural Variations Are Not Return Defects

Natural variations in wood, marble, stone, leather, fabric, veneer, concrete, metal, hand-applied finishes, and similar materials—including variations in color, grain, veining, texture, pattern, shade, markings, and finish—are inherent characteristics of many furniture products and are not considered defects.

Reasonable manufacturing tolerances and minor dimensional or appearance variations are also not considered defects.

A return based solely on such natural or reasonable variations will be treated as a non-defective return, if otherwise eligible, and may be subject to the 25% restocking fee and return freight charges.

19.12 Credits for Approved Returns

After Whiteline receives and inspects an authorized return, Whiteline will determine whether the merchandise qualifies for credit.

Any approved credit will be reduced by:

• The applicable 25% restocking fee;

• Return freight paid or advanced by Whiteline

• Non-refundable freight or delivery charges

• Applicable handling or repackaging costs, and other authorized deductions associated with the return.

Unless otherwise required by law or expressly agreed by Whiteline in writing, approved returns may be issued as a credit to the Retailer's Whiteline account for application toward future purchases rather than as a cash refund.

19.13 No Automatic Refund or Credit

Approval to return merchandise, issuance of an RMA, acceptance of merchandise at Whiteline's warehouse, or receipt of returned merchandise does not automatically constitute approval of a refund or credit.

Final determination will be made after Whiteline has inspected and evaluated the returned merchandise.

19.14 Retailer's Customer Return Policies

Authorized Retailers are responsible for establishing and communicating their own consumer-facing return policies.

A Retailer may choose to offer its customers return rights beyond those provided by Whiteline; however, any additional return, refund, exchange, free-return, satisfaction-guarantee, or similar commitment offered independently by the Retailer is solely the Retailer's responsibility.

Such commitments do not create any additional return, refund, credit, freight, or reimbursement obligation for Whiteline unless Whiteline expressly agrees in writing.

20. PRODUCT SPECIFICATIONS

Whiteline continually develops and improves its products.

Whiteline reserves the right to modify product specifications, construction, materials, finishes, packaging, dimensions, or components when reasonably necessary, provided such changes comply with applicable law.

Retailers should use the most current product information supplied by Whiteline.

21. SALES TAX AND RESALE CERTIFICATES

Retailers are responsible for maintaining valid resale certificates and other tax documentation required for wholesale purchases.

Retailers are independently responsible for determining, collecting, reporting, and remitting applicable sales, use, marketplace, or other taxes arising from their sales to consumers.

Whiteline may charge applicable tax when valid exemption documentation has not been provided.

22. CUSTOMER SERVICE

Authorized Retailers are expected to provide professional customer service and accurately represent Whiteline products.

Retailers remain responsible for their relationship and contractual obligations with their customers, including representations or services independently offered by the Retailer.

A Retailer may not make commitments on behalf of Whiteline without Whiteline’s written authorization.

23. CONFIDENTIAL INFORMATION

Retailers must protect non-public Whiteline business information, including:

• Wholesale price lists
• Dealer pricing
• Confidential discounts
• Unreleased products
• Internal policies
• Promotional programs not yet announced
• Confidential communications
• Other proprietary business information

Confidential information may not be disclosed to third parties except where reasonably necessary to conduct authorized business or where disclosure is legally required.

24. COMPLIANCE WITH LAWS

Retailers are responsible for conducting their business in compliance with applicable federal, state, and local laws and regulations.

This includes applicable laws concerning:

• Advertising
• Consumer protection
• Privacy
• Sales tax
• E-commerce
• Intellectual property
• Product claims
• Pricing
• Marketing communications

25. TERMINATION OF AUTHORIZED STATUS

Whiteline may suspend or terminate a Retailer’s authorized status for legitimate business reasons, including repeated or material violations of this Policy, subject to applicable law and any separate written agreement.

Upon termination, the Retailer must discontinue representing itself as an authorized Whiteline Retailer.

Whiteline may also require removal of Whiteline trademarks, copyrighted photographs, marketing materials, and other proprietary content from the Retailer’s websites and sales channels.

Termination does not eliminate payment obligations or other obligations that accrued before termination.

26. NO TRANSFER OF AUTHORIZATION

Authorization to sell Whiteline products is specific to the approved Retailer.

Retailer authorization may not be sold, transferred, assigned, sublicensed, or shared without Whiteline’s prior written consent.

A change in ownership, business entity, marketplace account, or primary website may require new authorization.

27. RIGHT TO MODIFY POLICY

Whiteline may amend, replace, or update this Policy from time to time.

Changes may include modifications to:

• Wholesale pricing
• MSRP
• MAP
• Payment terms
• Shipping procedures
• Return procedures
• Warranty terms
• Marketplace authorization
• Promotional programs
• Product eligibility
• Dealer requirements

Whiteline will provide notice of material changes as appropriate.

Retailers are responsible for complying with the then-current version of the Policy after applicable notice.

28. RELATIONSHIP OF THE PARTIES

The Retailer is an independent business.

Nothing in this Policy creates a partnership, joint venture, franchise, agency, employment relationship, or other fiduciary relationship between Whiteline and the Retailer.

Retailers have no authority to enter into contracts, make warranties, incur liabilities, or make commitments on behalf of Whiteline unless expressly authorized in writing.

29. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Whiteline will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the Retailer’s resale activities, loss of sales, loss of profits, marketplace penalties, or customer commitments independently made by the Retailer.

Nothing in this Policy excludes or limits liability that cannot lawfully be excluded or limited.

30. FORCE MAJEURE

Whiteline will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

• Natural disasters
• Severe weather
• Fire
• Flood
• War
• Terrorism
• Civil unrest
• Government actions
• Tariffs or trade restrictions
• Port closures
• Customs delays
• Labor disputes
• Carrier disruptions
• Container shortages
• Supply-chain disruptions
• Manufacturing interruptions
• Epidemics or pandemics

Whiteline will use commercially reasonable efforts to communicate significant delays where practicable.

31. GOVERNING LAW

Except where otherwise required by applicable law or a separate written agreement, this Policy will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Any mandatory venue, jurisdiction, arbitration, or dispute-resolution provisions should be established in Whiteline’s applicable dealer agreement, terms and conditions, or other written agreement.

32. CONFLICT WITH OTHER AGREEMENTS

If the Retailer and Whiteline have entered into a separate written agreement signed by authorized representatives of both parties, the signed agreement will control to the extent it expressly conflicts with this Policy.

Purchase orders or other Retailer documents containing additional or inconsistent terms do not modify Whiteline’s policies merely because Whiteline accepts or fulfills an order, except where Whiteline expressly agrees to those terms in writing.

33. SEVERABILITY

If any provision of this Policy is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

34. NO WAIVER

Whiteline’s failure to enforce any provision on one occasion does not constitute a permanent waiver of that provision or Whiteline’s right to enforce it in the future.

35. RETAILER ACKNOWLEDGMENT

By maintaining an authorized account, placing orders after receiving this Policy, or otherwise acknowledging the Policy as permitted by applicable law, the Retailer acknowledges receipt of the current Whiteline Authorized Online Retailer Policy.

Where Whiteline requires a signed acknowledgment, the Retailer agrees to provide one before online-selling privileges are activated or continued.

AUTHORIZED ONLINE RETAILER ACKNOWLEDGMENT

Company Name: ______________________________________

Website: ____________________________________________

Approved Marketplace(s): _____________________________

Authorized Representative: ____________________________

Title: ______________________________________________

Email: ______________________________________________

Signature: ___________________________________________

Date: _______________________________________________

WHITELINE MODERN LIVING

Miami, Florida