Online-Only Retailer Policy

Effective Date: September 15, 2026

This E-Commerce / Online Retailer Policy (“Policy”) establishes the requirements applicable to authorized retailers purchasing products from Whiteline Modern Living (“Whiteline”) for resale primarily or exclusively through online or e-commerce channels.

The purpose of this Policy is to protect Whiteline’s brand, maintain consistent product representation, establish clear commercial standards, and define the responsibilities of Online-Only Retailers selling Whiteline products.

1. SCOPE AND APPLICABILITY

This Policy applies to online stores that do not operate a physical retail showroom or storefront and sell Whiteline products primarily or exclusively through online sales channels (“Online-Only Retailers” or “Retailers”).

Online sales channels may include:

• The Retailer’s own e-commerce website

• Approved third-party marketplaces

• Approved online retail platforms, and other digital sales channels specifically authorized by Whiteline.

This Policy supplements Whiteline’s applicable Terms and Conditions, MAP Policy, Return Policy, Warranty Policy, Claims Policy, payment terms, shipping requirements, and other written policies.

Whiteline may establish different requirements for brick-and-mortar retailers, hybrid retailers, designers, hospitality accounts, commercial accounts, marketplace sellers, and other wholesale customers.

2. AUTHORIZED RETAILER STATUS

Opening an account or purchasing Whiteline products does not automatically grant a Retailer unrestricted authorization to sell Whiteline products through every online channel.

Whiteline reserves the right to approve E-Commerce accounts based on legitimate business considerations, including:

• Business history and reputation

• Website quality and functionality

• Customer service capabilities

• Product presentation

• Fulfillment capabilities

• Creditworthiness and payment history

• Compliance with Whiteline policies

• Brand positioning, and sales-channel suitability.

Authorization is granted to the approved business entity and is not transferable.

An E-Commerce may not represent itself as an “exclusive,” “official,” or otherwise specially designated Whiteline retailer unless Whiteline has expressly granted such designation in writing.

3. APPROVED ONLINE SALES CHANNELS

E-Commerce retailers may sell Whiteline products only through websites, domains, marketplaces, and other digital sales channels authorized by Whiteline.

Retailers must disclose their primary websites and online sales channels upon request.

Whiteline may require prior written approval before a Retailer begins selling Whiteline products through a new website, marketplace, account, or digital platform.

Authorization to sell through one channel does not automatically constitute authorization to sell through another.

Retailers may not use undisclosed websites, aliases, storefront names, marketplace accounts, or other methods intended to conceal the identity of the seller.

4. THIRD-PARTY MARKETPLACES

Retailers may not list or sell Whiteline products on third-party marketplaces unless such marketplace sales are authorized by Whiteline.

Third-party marketplaces include, without limitation:

• Amazon

• Walmart Marketplace

• eBay

• Wayfair

• Houzz

• Overstock or successor platforms

• Social-commerce marketplaces and similar third-party selling platforms.

Authorization to sell on one marketplace does not constitute authorization to sell on any other marketplace.

Whiteline may establish marketplace-specific requirements regarding pricing, product listings, fulfillment, customer service, returns, inventory, and brand presentation.

Whiteline may withdraw marketplace authorization in accordance with applicable agreements and law.

5. PROHIBITED SALES AND DIVERSION

Unless specifically authorized by Whiteline in writing, Retailers may not knowingly sell Whiteline products for resale to:

• Unauthorized dealers

• Brokers

• Liquidators

• Auction businesses

• Marketplace resellers

• Other wholesalers, or Other parties purchasing primarily for resale rather than end use.

Retailers may not knowingly divert Whiteline products to unauthorized sales channels.

Whiteline may investigate suspected diversion and may request reasonable documentation regarding transactions involving unusually large quantities or suspected resale activity.

6. MINIMUM ADVERTISED PRICE (MAP)

Where applicable, Retailers must comply with Whiteline’s then-current Minimum Advertised Price (“MAP”) Policy.

Whiteline’s MAP Policy is maintained separately from this Policy and may establish requirements relating to:

• Advertised prices

• Website pricing

• Promotional pricing

• Coupon codes

• Automatic discounts

• Strike-through pricing

• Bundled promotions

• Marketplace advertising

• Cart-based promotions, and other forms of price advertising.

Nothing in this Policy requires a Retailer to sell a product at any particular price.

Retailers remain independently responsible for establishing their actual resale prices.

7. PRICING INFORMATION

Whiteline will provide Retailers with wholesale pricing, suggested retail pricing, MAP information, promotional pricing, and other pricing information.

Unless Whiteline expressly agrees otherwise in writing, Whiteline may change its wholesale prices prospectively upon reasonable notice or as otherwise permitted by applicable agreements and law.

Retailers are responsible for maintaining accurate pricing information within their own systems.

Pricing errors displayed by a Retailer do not obligate Whiteline to honor an incorrect wholesale price.

8. DISCOUNTS AND PROMOTIONS

Retailers are responsible for ensuring that their advertising, promotions, coupons, discounts, loyalty programs, bundles, and other promotional programs comply with Whiteline’s MAP Policy where applicable.

Retailer-funded discounts do not automatically reduce the wholesale price owed to Whiteline.

Any promotional allowance, rebate, credit, or special pricing funded by Whiteline must be specifically approved by Whiteline.

9. PRODUCT LISTINGS

Retailers must use commercially reasonable efforts to present Whiteline products accurately.

Product listings should accurately identify applicable:

• Product names

• Model or SKU numbers

• Dimensions

• Materials

• Colors

• Finishes

• Product features

• Assembly requirements and other material product specifications.

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

10. PRODUCT IMAGES AND DIGITAL CONTENT

Whiteline will provide authorized Retailers with product photography, videos, descriptions, specifications, catalogs, logos, graphics, and other digital materials (“Whiteline Content”).

Whiteline Content may be used only for the legitimate marketing and sale of authentic Whiteline products and subject to any usage requirements communicated by Whiteline.

Retailers may not:

• Claim ownership of Whiteline Content

• Sell or license Whiteline Content to third parties

• Use Whiteline Content to market competing products in a misleading manner

• Materially alter product imagery in a way that misrepresents the product, or continue using Whiteline Content after authorization has ended where Whiteline has requested its removal and applicable law permits such request.

11. TRADEMARKS AND BRAND REPRESENTATION

Whiteline's names, trademarks, logos, product names, photographs, designs, and other intellectual property remain the property of Whiteline or their respective owners.

Authorization to sell Whiteline products does not transfer ownership of any Whiteline intellectual property.

Retailers may not register or use domain names, social-media usernames, marketplace storefront names, paid-search terms, or other identifiers in a manner that falsely suggests ownership of, affiliation with, sponsorship by, or exclusive status with Whiteline.

Retailers must not knowingly misrepresent themselves as Whiteline Modern Living or as an agent of Whiteline.

12. PRODUCT INFORMATION AND CHANGES

Whiteline makes commercially reasonable efforts to provide accurate product information.

However, furniture products may be subject to reasonable variations in:

• Color

• Grain

• Texture

• Pattern

• Stone veining

• Marble characteristics

• Wood characteristics

• Fabric appearance

• Dimensions and other characteristics inherent to materials or manufacturing processes.

Whiteline may make reasonable product modifications or discontinue products without requiring continued availability, subject to existing confirmed orders and applicable law.

Retailers are responsible for keeping their online listings reasonably current.

13. INVENTORY AND AVAILABILITY

Inventory information supplied by Whiteline is subject to change.

Unless expressly reserved or allocated by Whiteline, inventory displayed as available is not guaranteed until the order has been accepted and inventory allocated.

Retailers should not represent inventory as guaranteed unless confirmed by Whiteline.

Whiteline is not responsible for Retailer commitments to end customers made before Whiteline confirms product availability.

14. BACKORDERS AND DISCONTINUED PRODUCTS

Products that are temporarily unavailable may be placed on backorder when permitted by Whiteline.

Estimated availability dates are estimates and may change because of manufacturing, transportation, customs, port delays, weather, supply-chain conditions, or other circumstances.

Retailers are responsible for communicating appropriate estimated availability information to their customers.

Whiteline may discontinue products and may cancel unfulfilled quantities of discontinued products when fulfillment is no longer commercially practicable, subject to applicable contractual obligations.

15. ORDER ACCEPTANCE

Submission of a purchase order does not constitute final acceptance by Whiteline.

Orders are subject to:

• Product availability

• Pricing confirmation

• Account status

• Credit approval where applicable

• Payment requirements

• Shipping arrangements, and Whiteline's acceptance.

Whiteline may request clarification or correction of incomplete or inaccurate orders before processing.

16. ORDER CHANGES

Requests to change an order must be submitted to Whiteline in writing.

No order may be changed less than twenty-four (24) hours before its scheduled shipment date and time.

A requested change is not effective unless Whiteline confirms the change in writing.

Only written confirmation from Whiteline constitutes acceptance of an order modification.

Orders that have already shipped cannot be changed or modified.

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

17. ORDER CANCELLATIONS

No order may be cancelled less than forty-eight (48) hours before its scheduled shipment.

An order may generally be cancelled within twenty-four (24) hours after placement only if the order has not already been shipped, fulfilled, processed beyond the point where cancellation is reasonably possible, or otherwise made non-cancellable under applicable order terms.

Unless otherwise required by law or agreed by Whiteline:

• Prepaid orders are non-refundable and eligible amounts may be issued as account credit for future purchases

• Deposits on special orders are non-refundable

• Deposits paid to reserve or hold merchandise are non-refundable.

Special orders, custom products, and other products identified as non-cancellable may not be cancelled once production or procurement has begun.

18. 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

• Credit Card

• Wire transfer

• Company check, subject to approval

• Zelle

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, or other arrangements apply only when specifically approved by Whiteline in writing.

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

Past-due accounts may be placed on credit hold, and Whiteline may withhold processing or shipment of additional orders until the account is brought current.

Any account remaining past due for more than fifteen (15) days may be assessed a late fee equal to $25.00 or 1% of the outstanding past-due balance per month, whichever is greater, to the extent permitted by applicable law.

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

19. CREDIT HOLDS

Whiteline may place an account on credit hold when invoices become past due or when Whiteline reasonably determines that additional credit review is necessary.

While an account is on credit hold, Whiteline may suspend:

• New order processing

• Order releases

• Product reservations

• Shipments

• Additional credit purchases

Orders may resume after the account satisfies Whiteline’s applicable credit requirements.

20. SALES TAX AND RESALE DOCUMENTATION

Retailers are responsible for providing valid resale certificates, exemption certificates, or other documentation reasonably required by Whiteline.

Where valid exemption documentation is not provided, Whiteline may collect applicable sales tax as required by law.

Retailers are independently responsible for determining and satisfying their own sales-tax obligations relating to sales to their customers.

21. SHIPPING AND FREIGHT

Whiteline does not automatically provide freight or delivery services as part of the wholesale purchase price.

Retailers using their own carrier are responsible for coordinating pickup according to Whiteline’s warehouse procedures.

Additional services, if offered or arranged by Whiteline for a particular shipment, may be subject to separate charges.

22. WAREHOUSE PICKUP

Standard warehouse pickup availability is:

Monday through Friday
9:00 AM – 12:00 PM
1:00 PM – 4:00 PM

The warehouse is closed for lunch from 12:00 PM to 1:00 PM.

Pickup appointments are required.

Retailers and their carriers must comply with applicable warehouse scheduling and loading procedures.

Delays, additional handling, redelivery, storage, detention, or other charges caused by a Retailer or its carrier may be charged to the Retailer where applicable.

23. FREIGHT DAMAGE AND INSPECTION

Retailers and their carriers should inspect merchandise at pickup or delivery to the extent reasonably possible.

Visible damage, shortages, or carton damage should be documented promptly.

Where applicable, damage should be noted on the carrier’s delivery receipt or Proof of Delivery (“POD”).

Retailers should retain:

• Packaging

• Cartons

• Shipping labels

• Photographs

• Videos when available

• Delivery receipts

• Other evidence reasonably necessary to evaluate a claim.

Failure to provide reasonably requested documentation may affect Whiteline’s ability to investigate or process a claim.

24. DROP SHIPPING

Where Whiteline agrees to ship or release merchandise directly for delivery to a Retailer’s end customer, the Retailer remains the seller of record to its customer unless otherwise expressly agreed.

The Retailer remains responsible for:

• Customer communication

• Order accuracy

• Providing accurate delivery information

• Customer expectations

• Applicable taxes

• Customer service

• Returns

• Refunds owed by the Retailer to its customer

• Compliance with consumer-protection requirements applicable to the Retailer's transaction

Whiteline’s shipment of merchandise to an end customer does not create a direct retail relationship between Whiteline and that customer.

25. CUSTOMER SERVICE

The Online-Only Retailer is responsible for providing customer service to its customers.

Retailers should not instruct customers to contact Whiteline directly regarding routine matters relating to the Retailer’s sale.

This includes questions regarding:

• Retail pricing

• Retail refunds

• Retail order cancellations

• Retailer promotions

• Retailer delivery promises

• Retailer financing

• Retailer policies

• Other matters arising from the Retailer’s relationship with its customer.

Whiteline will communicate with the Retailer regarding wholesale orders, claims, product questions, and warranty matters as appropriate.

26. RETURNS

Returns are governed by Whiteline’s then-current Return Policy.

No merchandise may be returned without any authorization required under Whiteline’s Return Policy.

Retailers should not promise an end customer that Whiteline will accept a return unless Whiteline has approved the return where approval is required.

The Retailer’s own consumer return policy does not modify Whiteline’s wholesale Return Policy.

Any refund, exchange, or accommodation voluntarily offered by a Retailer beyond Whiteline’s obligations remains the Retailer’s responsibility unless Whiteline agrees otherwise in writing.

27. DAMAGE AND CLAIMS

Damage, shortage, defect, concealed-damage, missing-part, and other claims must be submitted in accordance with Whiteline’s then-current Claims Policy and applicable claim procedures.

Whiteline may reasonably require:

• Order number

• Invoice number

• SKU

• Quantity affected

• Description of the issue

• Photographs

• Packaging photographs

• Shipping labels

• POD

• Videos

• Other documentation reasonably necessary to evaluate the claim.

Submission of a claim does not automatically constitute approval.

Whiteline will evaluate claims according to the applicable policy and circumstances.

28. WARRANTY

Whiteline products are covered only by the warranty applicable to the particular product at the time of sale.

The Retailer may not expand, alter, extend, or make additional warranties on Whiteline’s behalf without written authorization.

Any additional warranty or guarantee independently offered by the Retailer is the sole responsibility of the Retailer.

Warranty claims must follow Whiteline’s applicable warranty and claims procedures.

29. NATURAL MATERIAL VARIATIONS

Certain characteristics are inherent in natural or handcrafted materials and ordinarily are not considered manufacturing defects.

Depending on the product, these may include reasonable variations in:

• Wood grain

• Wood tone

• Knots

• Marble veining

• Stone coloration

• Natural stone patterns

• Leather characteristics

• Fabric texture

• Other natural material characteristics.

Online Retailers should communicate these characteristics appropriately through their product listings and customer service.

30. PRODUCT DIMENSIONS AND SPECIFICATIONS

Product dimensions and specifications provided by Whiteline are intended to be reasonably accurate but may be subject to normal manufacturing tolerances.

Retailers should encourage customers to confirm that products will fit through:

• Doorways

• Hallways

• Elevators

• Stairways

• Building entrances

• Intended installation spaces

Whiteline is not responsible for a Retailer’s failure to accurately communicate dimensions supplied by Whiteline.

31. END-CUSTOMER DELIVERY ISSUES

The Retailer is responsible for managing its relationship with its end customer regarding delivery expectations.

Whiteline is not responsible for promises independently made by a Retailer regarding:

• Exact delivery dates

• Installation

• Assembly

• White-glove service

• Room-of-choice delivery

• Removal of old furniture

• Packaging removal

• Other services not expressly agreed to by Whiteline

32. PRODUCT REVIEWS AND CUSTOMER COMMUNICATIONS

Retailers may not knowingly manipulate, fabricate, purchase, suppress, or misrepresent reviews of Whiteline products in violation of applicable law or platform requirements.

Retailers may respond to legitimate customer reviews according to their normal business practices but may not falsely represent that a response originates from Whiteline.

33. COMPLIANCE WITH LAW

Each Retailer is responsible for complying with laws applicable to its own business and retail activities, including applicable:

• Consumer-protection requirements

• Advertising laws

• Privacy requirements

• Sales-tax requirements

• Marketplace requirements

• E-commerce requirements

• Other applicable federal, state, and local laws

Nothing in this Policy authorizes conduct prohibited by law.

34. CONFIDENTIAL INFORMATION

Non-public information supplied by Whiteline, including wholesale pricing, dealer pricing, inventory information, product-development information, account terms, internal documents, and other information identified or reasonably understood as confidential, must be treated as confidential.

Retailers may use such information only for legitimate purposes related to their business relationship with Whiteline.

Retailers may disclose confidential information when legally required, provided applicable legal requirements are followed.

35. ACCOUNT INFORMATION AND SECURITY

Retailers are responsible for maintaining accurate account information, including:

• Legal business name

• Billing information

• Shipping information

• Contact information

• Resale documentation

• Authorized account users

Retailers are responsible for maintaining reasonable security over their login credentials and online account access.

Whiteline should be notified promptly of suspected unauthorized account access.

36. POLICY VIOLATIONS

If Whiteline reasonably determines that a Retailer has violated this Policy or another applicable Whiteline policy, Whiteline may take commercially reasonable action consistent with applicable agreements and law.

Depending on the nature and severity of the violation, action may include:

• Requesting corrective action

• Requesting removal or correction of a listing

• Suspending access to certain sales channels

• Suspending order processing

• Modifying account privileges

• Withdrawing marketplace authorization

• Placing the account on hold

• Terminating the business relationship

Whiteline may consider the severity, frequency, and circumstances of a violation when determining appropriate action.

37. REPEATED OR MATERIAL VIOLATIONS

Material, fraudulent, intentional, or repeated violations may result in immediate action where permitted by applicable agreements and law.

Examples may include:

• Unauthorized marketplace selling

• Diversion

• Counterfeit or misrepresented products

• Fraudulent claims

• Misuse of Whiteline intellectual property

• Material misrepresentation of Whiteline products

• Repeated failure to pay invoices

• Unauthorized use of Whiteline’s identity

• Other material breaches of applicable agreements or policies

38. SUSPENSION OR TERMINATION

Whiteline may suspend or terminate an Online-Only Retailer relationship in accordance with applicable contractual rights and law.

Upon termination or withdrawal of authorization, the Retailer must cease representing itself as an authorized Whiteline Retailer.

Whiteline may require the removal of Whiteline trademarks, copyrighted content, proprietary materials, or other Whiteline Content from unauthorized channels, subject to applicable law.

Any outstanding payment obligations survive termination.

39. INDEPENDENT BUSINESSES

Whiteline and the Retailer are independent businesses.

Nothing in this Policy creates a:

• Partnership

• Joint venture

• Franchise

• Employment relationship

• Fiduciary relationship

• Agency relationship

The Retailer has no authority to enter into agreements, incur obligations, make representations, or create liabilities on behalf of Whiteline unless expressly authorized in writing.

40. NO EXCLUSIVITY

Unless Whiteline expressly agrees otherwise in a separate written agreement, authorization to sell Whiteline products is non-exclusive.

Whiteline may sell products directly or through other dealers, retailers, marketplaces, distributors, designers, commercial accounts, or other sales channels.

41. LIMITATION OF RETAILER REPRESENTATIONS

Retailers may not make representations concerning Whiteline products that materially conflict with Whiteline’s written product specifications, warranty, or other official product information.

Retailers are responsible for representations, guarantees, delivery commitments, services, or promises they independently make to their customers.

42. INDEMNIFICATION

To the extent permitted by applicable law and any governing agreement, the Retailer will be responsible for claims, losses, liabilities, damages, and reasonable costs arising from the Retailer’s own unlawful conduct, negligence, material misrepresentations, unauthorized warranties, or breach of this Policy.

Any indemnification obligations applicable between Whiteline and the Retailer should be interpreted together with the parties’ governing written agreements.

43. LIMITATION OF LIABILITY

Any limitation of liability applicable to purchases from Whiteline will be governed by Whiteline’s applicable Terms and Conditions, invoice terms, written agreements, and applicable law.

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

44. FORCE MAJEURE

Whiteline will not be responsible for delays or failures caused by circumstances beyond its reasonable control to the extent permitted by law.

Such circumstances may include:

• Natural disasters

• Severe weather

• Fire

• War

• Civil disturbance

• Labor disruptions

• Government action

• Port congestion

• Transportation interruptions

• Carrier delays

• Supply-chain disruptions

• Customs delays

• Import restrictions

• Factory interruptions

• Other events beyond Whiteline’s reasonable control.

Whiteline will use commercially reasonable efforts to communicate material delays when practicable.

45. POLICY MODIFICATIONS

Whiteline may modify this Policy prospectively from time to time based on legitimate business needs, changes in sales channels, marketplace requirements, operational requirements, or applicable law.

Whiteline will provide notice of material changes through reasonable means, which may include email, account communications, dealer portals, or publication of an updated Policy.

Continued purchases or continued authorized online sales after the effective date of an updated Policy may constitute acceptance where permitted by applicable agreements and law.

46. CONFLICT WITH OTHER WHITELINE POLICIES

This Policy should be read together with Whiteline’s other applicable written policies and agreements.

Where a specific subject is governed by a separate Whiteline policy, including the:

• MAP Policy

• Return Policy

• Warranty Policy

• Claims Policy

• Shipping Policy

• Written account agreement

the more specific applicable provision will govern that subject unless Whiteline expressly states otherwise.

47. SEVERABILITY

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

Any invalid or unenforceable provision will be interpreted or modified only to the minimum extent necessary to make it enforceable where permitted by law.

48. NO WAIVER

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

Any waiver must be authorized by Whiteline in writing.

49. GOVERNING TERMS

This Policy is part of the commercial relationship between Whiteline and the Retailer and should be interpreted together with Whiteline’s applicable Terms and Conditions and any written agreement between the parties.

To the extent governing law, venue, dispute resolution, or similar provisions are established in Whiteline’s Terms and Conditions or another executed agreement, those provisions will govern.

50. RETAILER ACKNOWLEDGMENT

By maintaining an authorized Online-Only Retailer account, submitting purchase orders, purchasing Whiteline products for online resale, or otherwise accepting this Policy where legally effective, the Retailer acknowledges that it has received and reviewed the applicable Whiteline policies.

Where Whiteline requires a signed acknowledgment, the Retailer agrees that the individual signing below is authorized to act on behalf of the Retailer.

ONLINE-ONLY RETAILER ACKNOWLEDGMENT

Company Legal Name: ______________________________________

DBA / Online Store Name: __________________________________

Primary Website: __________________________________________

Additional Approved Website(s): _____________________________

Approved Marketplace(s), if any: ____________________________

Authorized Representative: _________________________________

Title: ____________________________________________________

Email: ___________________________________________________

Phone: ___________________________________________________

Signature: ________________________________________________

Date: _____________________________________________________

WHITELINE MODERN LIVING

Online-Only Retailer Policy

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