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TERMS OF SALE

Wholesale Distribution — B2B Terms & Conditions

GLOBAL RESELL LLC
476 Riverside Ave, Jacksonville, FL 32202
contact@global-resell.com | 904-618-7651

Preamble

These Terms of Sale (“Agreement”) constitute a legally binding contract between Global Resell LLC, a limited liability company organized and existing under the laws of the State of Florida (“Seller,” “we,” “us,” or “our”), and the business entity or individual (“Buyer”) accessing our wholesale distribution platform or placing any order for goods offered by Global Resell LLC. By registering for an account, submitting a purchase order, or otherwise engaging in a commercial transaction with Global Resell LLC, the Buyer agrees to be unconditionally bound by the terms and conditions set forth herein. These Terms of Sale supersede all prior communications, representations, or agreements, whether oral or written, between the parties with respect to the subject matter hereof. Global Resell LLC reserves the right to amend these Terms of Sale at any time without prior notice.

Section 1 — Account Eligibility and Verification

Access to the Global Resell LLC wholesale platform is restricted exclusively to legitimate business entities engaged in the lawful purchase and resale of goods. To establish and maintain an account in good standing, the Buyer must possess and provide, upon request, a valid state-issued Reseller Certificate and a current Employer Identification Number (EIN) issued by the Internal Revenue Service. Individual consumers, non-registered entities, and any party that cannot demonstrate legitimate resale business activity are expressly prohibited from accessing or purchasing through the Global Resell LLC platform.

Submission of false, misleading, or fraudulent documentation during the account registration or verification process shall constitute an immediate and irrevocable basis for account termination and may subject the Buyer to civil and criminal liability under applicable law. Global Resell LLC reserves the absolute and unconditional right to approve, deny, suspend, or permanently revoke any account at any time, for any reason, including but not limited to suspected fraudulent activity, violation of any provision of this Agreement, failure to maintain required documentation, non-payment, or any conduct deemed detrimental to Global Resell LLC’s operations or reputation. Account revocation does not relieve the Buyer of any outstanding financial obligations.

Section 2 — Minimum Order Quantities and Case Pack Requirements

All merchandise offered through the Global Resell LLC platform is sold in manufacturer-designated or distributor-designated case pack quantities only. The Buyer acknowledges and agrees that Global Resell LLC does not sell individual units outside of their designated case configurations, and the breaking, splitting, or partial fulfillment of case packs is strictly prohibited under any circumstances. Minimum Order Quantities (MOQ) are established on a per-product basis and are clearly designated at the time of listing. It is the Buyer’s sole responsibility to review applicable MOQ requirements prior to order submission.

Orders submitted in quantities that do not conform to established case pack configurations will not be processed and will be returned to the Buyer for correction. Global Resell LLC does not make exceptions to case pack requirements based on buyer preference, storage limitations, budget constraints, or any other circumstance not expressly contemplated in a separate written agreement executed by an authorized representative of Global Resell LLC.

Section 3 — Payment Terms and Accepted Methods

All purchases made through the Global Resell LLC platform are payable in full at the time of order unless alternative payment arrangements have been expressly agreed upon in a separate written credit agreement executed by an authorized representative of Global Resell LLC. Global Resell LLC accepts the following forms of payment: domestic and international wire transfer, ACH (Automated Clearing House) electronic funds transfer, and major credit cards. Buyers electing to pay by credit card acknowledge and agree that a processing fee of three percent (3%) of the total transaction amount will be applied. This fee is non-refundable under all circumstances, including in cases where an order is subsequently cancelled, returned, or credited.

Wire transfer and ACH payments must reference the applicable invoice number to ensure proper application to the Buyer’s account. Orders will not be released for fulfillment until payment has been received and confirmed in full. Returned checks, failed ACH transactions, or disputed credit card charges will result in immediate order suspension and may result in account termination. The Buyer shall be responsible for all costs incurred by Global Resell LLC in collecting overdue amounts, including reasonable attorneys’ fees and collection agency fees.

Section 4 — Pricing, Taxes, and Invoicing

All prices displayed on the Global Resell LLC platform are quoted in United States Dollars and are subject to change without notice. The price applicable to any given order is the price in effect at the time the order is submitted and confirmed. Global Resell LLC reserves the right to correct any pricing errors, whether caused by typographical mistake, system error, or otherwise, and to cancel or adjust any order placed at an erroneous price. The Buyer is solely responsible for the payment of all applicable sales taxes, use taxes, customs duties, import fees, and any other governmental assessments arising from the purchase or resale of goods acquired through our platform.

Buyers who hold valid tax-exempt status must provide a current, duly executed exemption certificate prior to order placement. Exemption certificates submitted after an invoice has been issued will not result in a retroactive tax adjustment. Invoices issued by Global Resell LLC are deemed accepted and accurate unless the Buyer provides written notice of a specific dispute within five (5) business days of the invoice date.

Section 5 — Minimum Advertised Price (MAP) Policy Compliance

Many products distributed by Global Resell LLC are subject to Minimum Advertised Price (MAP) policies established by their respective manufacturers or brand owners. The Buyer agrees to fully comply with all applicable MAP policies for any product purchased through Global Resell LLC and offered for resale through any channel, including but not limited to online marketplaces, e-commerce websites, brick-and-mortar retail locations, auction platforms, and social commerce channels. It is the Buyer’s sole responsibility to identify, obtain, and adhere to current MAP requirements for any product prior to advertising or listing that product for sale.

Advertising a product below the manufacturer-established MAP price, whether through discounts, bundling, promotional codes, or any other mechanism that effectively reduces the visible advertised price below MAP, constitutes a violation of this Agreement and may result in immediate account suspension or permanent termination. Global Resell LLC cooperates with brand owners and manufacturers in the enforcement of MAP policies and shall bear no liability to the Buyer for any consequences arising from the Buyer’s failure to comply with MAP obligations.

Section 6 — Resale Channel Compliance and Limitation of Liability

The Buyer assumes sole and exclusive responsibility for all activities associated with the resale of merchandise acquired from Global Resell LLC, including but not limited to compliance with all applicable federal, state, and local laws governing the sale and distribution of goods, adherence to the terms of service of any third-party resale platform, and ensuring that all products are lawfully eligible for resale in the intended market and channel. Global Resell LLC makes no representation or warranty that any product purchased through our platform is approved, authorized, ungated, or otherwise eligible for resale on any specific third-party platform.

To the maximum extent permitted by applicable law, Global Resell LLC’s total cumulative liability to the Buyer arising from any claim related to any transaction under this Agreement shall not exceed the total invoice value paid by the Buyer for the specific goods giving rise to the claim. In no event shall Global Resell LLC be liable to the Buyer for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of business opportunity, loss of goodwill, or cost of substitute goods.

Section 7 — Warranties and Disclaimer

Global Resell LLC warrants only that the goods sold hereunder will conform materially to the product description at the time of sale. All other warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title, are expressly disclaimed to the fullest extent permitted by applicable law. The Buyer’s sole remedy for a breach of the limited warranty stated herein is, at Global Resell LLC’s exclusive option, the replacement of the nonconforming goods, the issuance of a store credit, or a refund limited to the documented wholesale invoice value of the affected goods.

Section 8 — Intellectual Property

The Buyer acknowledges that all trademarks, trade names, logos, brand identifiers, and intellectual property associated with the products distributed by Global Resell LLC remain the exclusive property of their respective owners. Nothing in this Agreement conveys to the Buyer any license, right, or interest in any such intellectual property beyond what is strictly necessary to facilitate the lawful resale of the physical goods in their original, unaltered condition. The Buyer shall not use any manufacturer’s or brand owner’s intellectual property in any advertising or marketing material in a manner inconsistent with applicable MAP policies or in any manner not expressly authorized in writing by the applicable rights holder.

Section 9 — Force Majeure

Global Resell LLC shall not be held liable for any delay or failure in the performance of its obligations under this Agreement arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, transportation disruptions, supply chain interruptions, carrier failures, or any other event that renders performance commercially impracticable. The Buyer shall have no claim for damages, penalties, or cancellation rights arising solely from a force majeure delay, provided that Global Resell LLC acts in good faith to resolve the disruption.

Section 10 — Governing Law, Dispute Resolution, and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties for a period of no less than thirty (30) days from the date one party provides written notice of the dispute to the other. If the dispute is not resolved through negotiation within that period, it shall be submitted to binding arbitration administered in Duval County, Florida. The prevailing party in any arbitration or litigation proceeding shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

Section 11 — General Provisions

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. The failure of Global Resell LLC to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. This Agreement, together with any applicable invoice, order confirmation, and the Global Resell LLC Shipping Policy and Return and Refund Policy in effect at the time of a transaction, constitutes the entire agreement between the parties with respect to the subject matter hereof. The Buyer may not assign any rights or delegate any obligations under this Agreement without the prior written consent of Global Resell LLC.

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