Wholesale Terms and Conditions

Last Updated: December 27, 2025

These Wholesale Terms and Conditions (“Agreement”) govern the purchase and resale of products from Shoals Beverage, Inc. (“Seller”) by any authorized wholesale account (“Buyer”). By placing a wholesale order, Buyer agrees to be bound by these terms.

1. Eligibility & Account Setup

Licensing: Buyer must maintain all valid state and local licenses required to purchase and/or resell beverages (including ABC licenses where applicable).

Documentation: A valid Tax ID/Resale Certificate must be on file with Shoals Beverage, Inc. prior to the first order.

2. Ordering & Pricing

Minimum Order Quantity (MOQ): Orders must meet the minimum case or pallet requirements established by the Seller's current wholesale price list.

Price Changes: Prices are subject to change with [30 days] notice. Orders are billed at the price in effect at the time the order is placed.

Order Acceptance: All orders are subject to acceptance by Shoals Beverage, Inc. based on inventory availability.

3. Payment Terms

Methods: Payments are accepted via [ACH, Check, or Credit Card].

Terms: Unless otherwise agreed in writing, payment is due [e.g., Net 15 or COD].

Late Fees: Past due balances are subject to a late fee of 1.5% per month (or the maximum allowed by law).

Default: Seller reserves the right to suspend future shipments if the Buyer’s account is in arrears.

4. Shipping & Delivery

FOB Point: All shipments are [FOB Florence, Alabama USA]. Risk of loss passes to the Buyer once the product is delivered to the Buyer’s specified location.

Inspection: Buyer must inspect all goods upon delivery. Claims for shortages or breakage must be noted on the Bill of Lading (BOL) and reported to Seller within [48 hours] of receipt.

5. Resale Restrictions

Authorized Channels: Buyer may only sell products at the physical locations or websites approved in their initial application.

Third-Party Marketplaces: Resale on third-party platforms (e.g., Amazon, eBay) is strictly prohibited without express written consent from Shoals Beverage, Inc.

Transshipping: Buyer shall not sell products to other wholesalers or unauthorized retailers.

6. Product Quality & Storage

Handling: Buyer agrees to store all products in a temperature-controlled, clean environment as recommended by the Seller to maintain product integrity.

Recalls: In the event of a product recall, Buyer agrees to cooperate fully with Seller to remove the product from the market and notify end consumers if necessary.

7. Intellectual Property

Buyer is granted a limited, non-exclusive license to use Shoals Beverage, Inc. trademarks and imagery solely for the purpose of marketing and selling the products. All marketing materials must align with Seller’s brand guidelines.

8. Limitation of Liability

Shoals Beverage, Inc. shall not be liable for any lost profits, incidental, or consequential damages arising from the breach of this agreement or the use of our products. Seller’s total liability shall not exceed the purchase price of the specific goods giving rise to the claim.

9. Governing Law

This Agreement shall be governed by the laws of the State of Alabama. Any legal action must be brought in the courts of [Colbert/Lauderdale] County, Alabama.