1. TERMS AND CONDITIONS
The following are the terms and conditions (“Terms and Conditions”) on which Southern Grind Inc. (“Southern
Grind”) agrees to make available Southern Grind knives and related products (“Products”) to retailers (“Retailer”).
Only retailers who have submitted an application for a retail account and whose application have been approved
by Southern Grind are eligible to order Products. By submitting an order to Southern Grind, Retailer agrees to and
accepts these Terms and Conditions with respect to all transactions with Southern Grind and further agrees that
any conflicting or additional terms contained in any purchase order or other documentation sent to Southern
Grind are rejected by Southern Grind unless approved in writing by an officer of Southern Grind.
2. RESALE OF PRODUCTS; MINIMUM ADVERTISED PRICE
2.1 Retail Sale Only. Products are sold to Retailer strictly for resale to consumers purchasing for their own
personal use and not for resale or distribution to other retailers or wholesalers.
2.2 Territorial Restriction. Retailer may resell and distribute the Products solely from the retail location or
locations listed in Retailer’s application and solely to consumers taking delivery of the Products within the United
States and its possessions and Canada. Without limiting the foregoing, Retailer may not: (a) distribute any
Products to any person or entity if Retailer knows or has reason to believe that such person or entity intends to
resell or re-distribute such Products, or (b) market or distribute Products from any location outside of the United
States and its possessions.
2.3 Online Sales. Retailer may not sell, or offer to sell, Products through any online site other than Retailer’s own
retail site; provided further that Retailer shall be permitted to advertise and sell Products through online “auction”
sites and/or online “classified” sites so long as such sales are strictly in compliance with paragraph 2.4 below (i.e.,
no “best offer” or “auction” type sales that result in the advertising of Products at less than the “minimum
2.4 Minimum Advertised Price. Retailer may not advertise (whether in print, electronic, television, radio or other
media) any Product for sale at a price below Southern Grind’s “minimum advertised price” as currently published
by Southern Grind. Retailer will take reasonable precautions to prevent any price below the then-current
Minimum Advertised Price from being detected and published by any Internet search engines or price scraper
3.1 Trademarks. Retailer may use the trademarks and logos of Southern Grind solely to identify itself as
authorized to resell the Products and to advertise the Products as permitted herein; provided, however, that
Retailer complies with Southern Grind’s then-current published trademark guidelines in all such usages, as such
guidelines may be revised from time to time.
3.2 Marketing Materials. All Southern Grind product displays and other “point of purchase” materials provided by
Southern Grind remain the property of Southern Grind and Retailer agrees to return such materials promptly on
Southern Grind’s request.
4. PRICE; SHIPPING; RETURNS
4.1 Price. Products are sold at Southern Grind’s then-current “dealer” price, as stated in the Price List (the "Price
List"), in effect on the date Retailer's order is accepted by Southern Grind. Southern Grind may, in its sole
discretion, revise the Price List from time to time. Shipment of all Products shall be F.O.B. origin and risk of loss or
damage to all Products shall pass to Retailer upon delivery by Southern Grind to the carrier selected for shipment.
Orders for Products shall also be subject to such handling and/or processing charges as are stated in the Price List.
All past due balances shall bear interest at a rate of one and one-half percent (1.5%) per month until paid in full.
4.2 Orders. Orders for Products must be initiated by written purchase order, facsimile or telephone and must be
prepaid by Retailer by bank or cashier’s check, Visa or Mastercard or, for Retailers with Southern Grind credit in
good standing, will be shipped on net 30 day terms, and are subject to acceptance by Southern Grind. Southern
Grind has no obligation to accept any order from Retailer. In addition, Southern Grind may withhold shipment of
or cancel accepted orders if Southern Grind has reason to believe that Retailer is not strictly in compliance with
these Terms and Conditions.
4.3 Taxes. All prices are exclusive of all taxes, duties, surcharges or other charges levied or imposed by any
governmental authority and required to be collected from Retailer.
4.4 Returns. No return will be accepted unless a return merchandise authorization (“RMA”) number has been
issued by Southern Grind. Returns (other than those described in paragraph 5.1 below, i.e., due to a defect in
workmanship) are subject to a ten percent (10%) restocking fee.
5. ACCEPTANCE; PRODUCT WARRANTY
5.1 Acceptance. Retailers have a period of ten (10) days after delivery of any Product within which to report any
defects in workmanship. If Retailer notifies Southern Grind within such ten-day period of a defect in workmanship
which was not caused by the shipper, Southern Grind will promptly, at its option and as Retailer’s exclusive
remedy, either replace the defective Product (in which case Retailer will have an additional ten-day period within
which to report any defects in the replacement Product) or refund the purchase price paid by Retailer. All
Products are deemed “accepted” by Retailer if notice of a defect in workmanship is not received by Southern Grind
within such ten-day period. Damage incurred in shipping must be reported promptly to the shipper and to
5.2 Product Warranty. All Products sold to consumers by an approved Retailer are subject to Southern Grind’s
Limited Lifetime Warranty as published by Southern Grind. Retailer may not misrepresent the terms of Southern
Grind’s Limited Lifetime Warranty to any consumer, nor modify, or purport to modify, any warranty terms on
behalf of Southern Grind. Retailer may not accept Products for warranty replacement or repair on Southern
Grind’s behalf. All requests for warranty repair or replacement from a consumer shall be directed to Southern
5.3 Disclaimer of Warranties. Retailer’s sole remedy for any defects in any Product is as stated in paragraph 5.1
above. THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED,
RESPECTING THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS
RESPECTING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE OR OTHERWISE
IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
6. LIMITATION OF LIABILITY
6.1 Disclaimer of Consequential Damages. SOUTHERN GRIND SHALL NOT BE LIABLE TO RETAILER FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST
PROFITS, LOST GOODWILL OR LOSS OF BUSINESS, EVEN IF RETAILER HAS ADVISED SOUTHERN GRIND OF THE
POSSIBILITY OF SUCH DAMAGES. SOUTHERN GRIND SHALL NOT BE BOUND BY OR LIABLE FOR ANY
REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, RESPECTING PRODUCTS MADE BY RETAILER
OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES.
6.2 Limitation of Liability. IN NO EVENT SHALL SOUTHERN GRIND’S AGGREGATE LIABILITY TO RETAILER IN
CONNECTION WITH ANY PRODUCT PURCHASED EXCEED THE AMOUNTS PAID BY RETAILER FOR SUCH PRODUCT.
THE LIMITATIONS CONTAINED IN THIS SECTION SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY.
Retailer shall, to the fullest extent permitted by law, indemnify and hold Southern Grind harmless from and against
all claims, demands, damages, costs, charges, expenses, actions, losses and liabilities of any kind, including, but not
limited to, reasonable attorneys' fees and court costs, arising out of or relating to: (a) any breach by Retailer of any
of these Terms and Conditions, (b) any warranties or representations made by Retailer respecting any of the
Products, and (c) any other acts or omissions of Retailer, its employees, agents, and representatives. The
preceding sentence shall not apply to claims, demands, damages, costs, charges, expenses, actions, losses or
liabilities to the extent caused by the sole negligence, recklessness or intentional misconduct of Southern Grind.
These Terms and Conditions, and all disputes arising between Southern Grind and Retailer, shall be governed by
and construed in accordance with the laws of the State of Georgia. Retailer and Southern Grind each agree that
any dispute between them shall lie within the exclusive jurisdiction of the state and federal courts located in
Fulton County, Georgia and the Northern District of Georgia, respectively, and Retailer consents to the exercise of
jurisdiction by any such court. Terms and Conditions constitute the entire agreement between Retailer and
Southern Grind respecting the subject matter hereof and supersede all prior proposals, agreements, negotiations,
representations, writings and all other communications, whether written or oral, between Retailer and Southern
Grind. If either party shall commence a legal action to collect any amounts due or to enforce any other of these
Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other
costs and expenses in connection with such action.