Wholesale Agreement

Humble Oak Co Wholesale Agreement

HUMBLE OAK CO WHOLESALE AGREEMENT

This Agreement applies to all wholesale and trade purchases unless otherwise specified.

Welcome to the Humble Oak Co Wholesale Program! We’re THRILLED to partner with your store and can’t wait for your customers to discover our products.

Resale certificate required: Email your resale certificate to humbleoakco@gmail.com prior to your first order. Orders without a certificate on file will be canceled.

Ordering: Once approved, orders may be placed online using the private ordering account link (B2B) that will be sent after approval.

This Wholesale Agreement ("Agreement") is entered into by and between Humble Oak Co ("Company") and the undersigned ("Retailer") and governs the terms under which Retailer may purchase and resell Humble Oak Co products.

1. Wholesale Eligibility

Retailer must provide a valid resale certificate or business license to be eligible for wholesale pricing.

Wholesale accounts are intended for approved retailers purchasing inventory for resale and are not intended for single client purchases, sourcing projects, or order-by-order fulfillment.

Retailer must operate one of the following:

• Permanent brick-and-mortar storefront

• Fully branded e-commerce website

The following are not eligible without written approval:

• Social media only businesses

• Pop-up shops

• Flea markets

• Individual resellers

• Order brokers

Retailers must purchase products for resale unless otherwise approved under a Trade account. Purchases for personal use may not qualify for wholesale pricing and may be subject to applicable sales tax. Company reserves the right to request business verification documentation and approve or deny applications at its sole discretion.

2. Wholesale Orders & Pricing

Opening Order Requirement All approved wholesale accounts are required to place a minimum opening order of $1,500 in products.

Reorders Reorders must meet a minimum of $1,000 in products.

Ordering Policy Wholesale accounts may not place preorders. Orders may only be placed for available inventory unless otherwise approved in writing by Company.

The Company reserves the right to modify pricing and decline orders that do not align with the wholesale program.

Trade (Designer) Accounts Interior designers purchasing for client projects may qualify for Trade pricing, which differs from Wholesale.

• Trade accounts are intended for client projects only and are not for resale.

• Trade accounts receive a 10% trade discount.

• Trade accounts are evaluated and approved separately from wholesale accounts.

3. Payment Terms

All orders must be paid in full prior to shipment unless otherwise approved in writing. Accepted payment methods:

• Credit card

• Approved invoicing arrangements

Company reserves the right to hold or cancel unpaid orders.

4. Shipping & Handling

Retailer is responsible for all shipping costs. Applicable shipping and sales tax will be added to all orders. A valid resale certificate must be provided and accepted for purchases intended for resale to be tax-exempt.

Products not purchased for resale—including but not limited to showroom use, studio use, or internal business use—are subject to applicable sales tax, even if a resale certificate is on file.

Wholesale accounts are responsible for receiving, storing, and delivering inventory to their customers. Humble Oak Co does not ship directly to retailer customers.

5. Returns & Exchanges

All wholesale orders are final sale. Damages must be reported within 3 business days of receipt. Approved claims may be repaired, replaced, or credited. Retailer assumes all responsibility for end customer returns.

6. MAP Policy (Minimum Advertised Price)

Retailer agrees not to advertise below MSRP. Please note, our products are priced well within range for the marketplace, and you may be able to sell items for more than we offer online. Prohibited actions include discounting, couponing, bundling, or hidden pricing. Violations may result in account suspension, termination, or loss of wholesale privileges. Retail promotions run by Humble Oak Co may not be matched without approval.

7. Prohibited Sales Channels

Retailer may not sell on Amazon, eBay, Etsy, Facebook Marketplace, or other third-party marketplaces. Products may only be sold through approved channels disclosed during application. Unauthorized selling results in termination.

8. Brand Representation

Retailer agrees to use approved imagery, maintain premium presentation, and represent the brand accurately. Retailer may not repackage, white label, discount position products, or alter branding.

9. Account Inactivity

Accounts inactive for 6 months may be deactivated. Reapplication may be required.

10. Confidentiality

Retailer agrees to keep pricing, product plans, marketing strategy, and wholesale terms confidential. Disclosure is prohibited without written approval.

11. No Drop-shipping Policy

Humble Oak Co strictly prohibits drop-shipping. Retailers must purchase inventory upfront, take physical possession, and fulfill their own orders. Violation may result in immediate termination.

12. Termination

Either party may terminate with written notice. Immediate termination may occur for policy violations. Outstanding balances remain due.

13. Modifications

Company may update this agreement at any time. Retailers will be notified of material changes.

14. Indemnification

Retailer agrees to indemnify and hold Company harmless from claims arising from resale activities.

15. Governing Law

This Agreement is governed by the laws of the State of Texas.

16. Wholesale Program FAQs

• Do you offer drop shipping? No. Humble Oak Co does not offer drop shipping.

• Do you offer territory protection? No. We reserve the right to approve multiple retailers in any market.

• Do you allow online sales? Yes, but only through approved websites disclosed during application. Third-party marketplaces are prohibited.

Agreement Acceptance By submitting a wholesale application, Retailer acknowledges that they have read, understood, and agree to be bound by the Humble Oak Co Wholesale Agreement.

Please ensure your Resale Certificate has been emailed to the address provided during your application before your first order is placed.