Terms of sale and delivery

Product Contract Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS.

WoodUpp's Terms and Conditions of Sale

Last updated August 18, 2026

1.       Acceptance and Use: These Terms and Conditions of Sale (“Sale Terms”), which are hereby incorporated by reference into our Terms of Service https://woodupp.com/pages/terms-of-sale-and-delivery are binding upon you (the “Customer,” “you,” or “your”) and shall apply to all purchases and sales (“Orders”) arising under or through WoodUpp USA Inc.’s (“WoodUpp”) website https://woodupp.com/ (this “Site”), and all other electronic communications in any way related thereto. YOUR PURCHASE OF PRODUCTS CONFIRMS UNCONDITIONAL ACCEPTANCE OF THESE SALE TERMS, THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT, AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO THESE SALE TERMS. THESE SALE TERMS SUPERSEDE ANY REPRESENTATIONS OR CLAIMS ASSOCIATED WITH THE PRODUCTS. These Sale Terms are subject to change at any time and without notice, in WoodUpp’s sole discretion. Any changes to these Sale Terms will be in effect as of the “Last Updated” date at the top of this page. Your individual purchase will be governed by the Sale Terms posted on the Site as of the date of your Order. All features, content, specifications, products and prices of products described or depicted on this Site may be altered at any time by WoodUpp in WoodUpp’s sole discretion and without notice. The inclusion of any products on this Site at a particular time does not imply or warrant that such products will continue to be available in the future. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Although WoodUpp, and its service providers that operate this Site, make commercially reasonable efforts to accurately display the attributes of the products, including the applicable colors of the products, the actual color you see may vary and may be impacted by the settings and capabilities of the device used to access the Site. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws with regard to the possession, use and sale of any item purchased from this Site. By placing an Order, you represent that the products ordered will be used only in a lawful manner and for lawful purposes. If you have another agreement with us, the terms of that agreement continue to apply. If the terms of such other agreement conflict with these Sale Terms, the terms of the other agreement shall control unless explicitly provided otherwise in the other agreement or these Sale Terms.

2.       Registration and Access: You may place an Order either as a guest or by registering for an account with us. If you choose to register, you create your account with a unique username and password by completing the applicable registration form. The Customer agrees to provide true, accurate, current and complete information when registering an account. It is the Customer’s responsibility to maintain the confidentiality of any access credentials for their account. The Customer must notify WoodUpp immediately of any unauthorized use of your credentials or any other breach of security. Even if you notify us, you will be responsible for any activities that occur using your access credentials, including any charges resulting from the use of your account.

3.       Pricing / Payment: The pricing for WoodUpp’s products are subject to change at any time in WoodUpp’s sole discretion. All purchases must be made in U.S. dollars with full payment due at the time each Order is made. The pricing of the products shown on this Site does not include sales, value added, use, excise or similar taxes, or any shipping costs, all of which shall be the responsibility of the Customer and shall be payable at checkout, unless a valid tax exemption certificate has been provided to WoodUpp by the Customer in accordance with the instructions provided on this Site.

Fast checkout with Link. When using this payment option, your payment is processed by Stripe and may appear on your card statement with our merchant name and a reference to Stripe or Link. For more information, visit link.com.

4.       Cancellation of Orders / Returns: Customer may cancel an Order at any time before shipping of that Order has commenced, and WoodUpp will cancel and refund the payment in full. Once shipping has commenced, an Order can no longer be cancelled; instead, Customer may return the products under WoodUpp’s 100-Day Satisfaction Guarantee, https://woodupp.com/pages/100-day-satisfaction-guarantee which forms part of these Sale Terms. Under that guarantee, Customer may return the products for a full refund of the purchase price within 100 days counted from the day Customer receives the order, and the guarantee applies even if the panels have already been installed. To make use of the guarantee, Customer must contact WoodUpp within the 100-day period, state the order number, and obtain WoodUpp’s return authorization and return instructions. Customer is responsible for the return shipping costs and for packaging the items securely; in the event of a claim or manufacturing defect, WoodUpp covers the shipping costs. The 100-Day Satisfaction Guarantee applies only to products returned in uncut condition. Screw holes in the felt resulting from mounting the panels do not disqualify a return. Products that have been cut, trimmed, mitred, notched or otherwise altered in size or shape, and custom-made items produced to Customer’s own specifications, are not covered by the guarantee and cannot be returned. Materials returned without prior authorization or contrary to WoodUpp’s instructions may be refused by WoodUpp, and Customer will be responsible for all shipping costs and corresponding surcharges, including storage, customs clearance, inland freight, and other related charges for any such unauthorized returns. If payment by Customer is rejected for any reason, the Order shall be deemed terminated and of no further force or effect. Certain jurisdictions may provide additional statutory rights related to the return of products or the cancellation of orders and, to the extent such statutory rights are applicable to any Order hereunder and are not waivable by Customer, such statutory rights shall be enforceable in addition to the 100-Day Satisfaction Guarantee.

5.       Campaign Bonus Terms: (Marketing campaigns do not apply to business customers.)

Free products and discounts with minimum purchase. During special promotions, customers who meet the required purchase amount may qualify for additional benefits, such as a free product or discount. These offers are only available during specific campaigns.

Refund adjustments. If you return part of your order and your new total falls below the qualifying amount for a discount or free product, we will adjust your refund accordingly. This means your refund will be reduced by the full retail value of any free products or discounts you no longer qualify for. The same adjustment applies to returns made under the 100-Day Satisfaction Guarantee.

6.       Shipping / Delivery: WoodUpp offers shipping of its products to any shipping address located within the continental US. WoodUpp also offers shipping to Canada, Puerto Rico, Hawaii and Alaska. The costs for shipping will be calculated and charged to the Customer at checkout. Each valid Order will be shipped to the address designated by the Customer in the Order, provided that such address is compliant with the shipping restrictions above. WoodUpp accepts no liability for any loss or damage arising from any delay in delivery of the products for any reason. Title to all products and all risk of loss related to the products ordered by the Customer passes to Customer upon WoodUpp’s designated carrier taking possession of the products at the loading docks of WoodUpp’s US Facility located at 391 Hickory Street in Mt. Airy, North Carolina. In the case of a short or damaged delivery, Customer must notify both WoodUpp and its carrier in writing within seven (7) days after delivery by the carrier, in order for WoodUpp to file any and all freight claims with the carrier. If the notification has not been made timely, WoodUpp shall have no liability after the goods are picked up at WoodUpp’s US Facility. Unless specifically stated otherwise, products shall be shipped in standard commercial packaging. When special packaging is requested or, in the opinion of WoodUpp, is required to protect the products, the cost of such special packaging will be the obligation of the Customer and included at checkout.

7.       Warranty and Limitation of Liability: WoodUpp represents, warrants and covenants to Customer that each product sold to Customer pursuant to an Order will be manufactured in material compliance with the specifications provided by WoodUpp for such product and will perform in accordance with WoodUpp’s standard warranty https://woodupp.com/pages/standard-manufacturers-warranty (“WoodUpp’s Standard Warranty”). THIS IS A LIMITED WARRANTY. ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE ONE (1) YEAR PERIOD OF THIS WRITTEN WARRANTY. NO REPRESENTATION AND NO OTHER AFFIRMATION OF FACT WHICH IS NOT EXPRESSLY CONTAINED IN THIS WARRANTY WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY WOODUPP OR GIVE RISE TO ANY LIABILITY OF WOODUPP. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WOODUPP IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. FOR PURCHASES BY BUSINESS CUSTOMERS, CUSTOMER, HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE OF THE PRODUCTS, ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF THE PRODUCTS BY ITS CUSTOMERS AND ANY OTHER USERS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER MATERIALS OR PRODUCTS.
If Customer, and/or any other purchaser or user of the products purchased by Customer, makes any claim related to the product(s), WoodUpp’s liability to the Customer shall be limited, at WoodUpp’s sole option and at WoodUpp’s expense, to either: (a) replacing any non-conforming quantities of the product with conforming quantities of the product at the delivery point; or (b) refunding the purchase price paid by Customer for such non-conforming products. Further, WoodUpp’s obligations under this provision are limited to defects for which WoodUpp was notified by Customer, in writing, within the one (1) year period immediately following the day the Customer receives the order. These are the exclusive remedies for breach of warranty. To the extent Customer, or any of its employees or agents, makes or is alleged to have made any representation or warranty with respect to any product that is in addition to or other than WoodUpp’s warranties above (each a “Customer Additional Warranty”), Customer shall be solely and exclusively responsible for handling any and all claims that arise pursuant to such Customer Additional Warranty, and Customer agrees to indemnify, defend, and hold harmless WoodUpp from and against any and all claims and any other expenses incurred by WoodUpp arising out of such Customer Additional Warranties.

8.       Excusable Delay or Nonperformance: Neither party shall be held responsible for any delay or failure in performance, to the extent such delay or failure is caused by fire, flood, explosion, war, strike, terrorism, embargo, new and unexpected government intervention(s), civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party, but excluding financial incapability regardless of the cause (each a “Force Majeure”). The party claiming the benefit of this paragraph shall promptly give verbal notification, promptly confirmed in writing, to the other party of the nature and extent of the matter causing the delay and estimated duration of the suspension period. If for any reason WoodUpp is unable to supply the total demand for any product(s), WoodUpp may distribute its available supply among any or all purchasers as well as other businesses of WoodUpp and its affiliates on such basis as WoodUpp may deem fair and reasonable without liability for any failure of performance that may result therefrom.

9.       Default: WoodUpp may, without prejudice to any other rights it may have, by notice in writing to Customer, terminate any Order if Customer is in breach of any of the terms of any Orders with WoodUpp. If Customer is past due on any amount owed WoodUpp, then WoodUpp, without prejudice to any other rights, may suspend all or any other deliveries to be made under any Orders from Customer. Customer agrees that if it is necessary to enforce collection of any amount due and unpaid on an Order, WoodUpp shall be entitled to recover from Customer any attorneys’ fees, professional fees and all other costs of collection incurred by WoodUpp.

10.   Severability: If any term or provision of these Sale Terms is found to be invalid, illegal or unenforceable, the Sale Terms shall remain in full force and effect and such term shall be deemed stricken and replaced with an alternate term which, to the maximum extent possible, is enforceable and reflects the intent of the parties as set forth herein.

11.   Technical Advice: Any technical advice furnished by WoodUpp with reference to the use of its products is provided without compensation and WoodUpp assumes no obligation or liability for the advice given or results obtained. Any technical advice furnished by WoodUpp shall not constitute a warranty, with all such advice being given and accepted at Customer’s sole risk.

12.   Product Specifications: Customer acknowledges that it has received and is familiar with WoodUpp’s specifications for the products and their properties. Customer will forward such information to Customer’s employees and any others, including Customer’s customers, who may handle, process, install or sell the product(s) and shall advise such parties to familiarize themselves with such information.

13.   Applicable Law: The rights and obligations of the parties under these Sale Terms shall be governed by the law of the state of North Carolina, without regard to choice of law or conflicts principles of any jurisdiction, and the parties irrevocably commit to the jurisdiction of the state of North Carolina and to the venue of the state and federal courts located in Surry County, North Carolina in any action brought by the parties hereto concerning any products sold to Customer hereunder. The United Nations Convention on Contracts for the Sale of Goods shall not be applicable to any purchases made by Customer from WoodUpp or any aspect of any dispute arising therefrom.