EA Distributor LLC

Terms and Conditions of Sale  

1.                  Acceptance of Terms. These Terms and Conditions of Sale (“Terms”) govern all purchases of goods made by any buyer from EA Distributor LLC (“Seller”), whether initiated via Seller’s website, electronic communications, invoice, or any other channel. These Terms constitute the complete and exclusive agreement between Seller and Buyer. No prior or subsequent terms proposed by Buyer shall apply unless expressly agreed to in a signed writing by an authorized representative of Seller. By placing an order or accepting delivery of any Goods, Buyer agrees to be bound by these Terms without modification or objection.  

2.                  Definitions. The following definitions are expressly incorporated in this Agreement as if set forth at length herein.   a.       “Seller” has the meaning set forth in Section 1 above. b.      “Buyer” means the individual or entity purchasing Goods from Seller. c.       “Goods” refers to any product, item, or inventory sold or distributed by Seller. d.      “Order” means any commitment or request by Buyer to purchase Goods from Seller. e.       “Invoice” refers to the written record of sale issued by Seller for accepted Orders.  

3.                  Orders. All Orders are subject to acceptance by Seller in its sole and absolute discretion. No Order shall be deemed accepted until Seller confirms the Order in writing or issues an Invoice. Buyer acknowledges that Seller has no obligation to accept any Order and may reject or cancel any pending Order at any time, with or without cause. Once accepted, all Orders are final, binding, and non-cancellable. Goods sold under an Order are not eligible for return, refund, credit, exchange, or cancellation, except as otherwise expressly agreed to in writing by an authorized representative of Seller.   Buyer must provide complete and accurate shipping instructions at the time of Order or within seventy-two (72) hours thereafter. If Buyer fails to do so, Seller may, at its election: (i) cancel the Order and resell the Goods without liability; (ii) assess and accrue daily warehouse or storage fees at a rate of seventy-five dollars ($75) per day until Buyer provides sufficient instructions; and/or (iii) withhold shipment of the Goods until all outstanding storage charges and applicable penalties are paid in full. Seller shall not be liable for any delay, loss, or change in pricing resulting from Buyer’s failure to provide timely shipping instructions.  

4.                  Prices and Taxes. Unless otherwise agreed in writing, all prices are stated in U.S. dollars and are exclusive of sales, use, excise, or other taxes, customs duties, tariffs, brokerage fees, and payment processing charges. Buyer is solely responsible for the payment of all such costs and any other charges related to the shipment, importation, resale, or use of the Goods. If Seller is required by any governmental authority to pay or collect any such tax, fee, or charge, Seller may add such amount to the Invoice, and Buyer agrees to promptly reimburse Seller in full.    

5.                  Payment. All payments are due in full at the time of Invoice issuance and must be received prior to the shipment of any Goods. Buyer shall pay all freight, insurance, and other shipping-related charges, including any special packaging costs. Payment shall be made in U.S. Dollars by wire transfer to an account designated by Seller and/or by credit card (Seller accepts American Express, Visa, and Mastercard). Payment will be deemed received when funds have cleared into Seller’s designated account or, in the case of a credit card, upon confirmation that the transaction has been approved and completed. Buyer shall make all payments in full without set-off, deduction, withholding, counterclaim, discount, abatement, or any other form of reduction. Seller may withhold shipment of any Goods until payment is received in full.   If Buyer fails to pay any amount due, Buyer shall be liable for interest on the unpaid balance at the lesser of: (i) 18% per annum, accruing daily; or (ii) the maximum rate permitted under Florida law, until full payment is made. Buyer shall not dispute any Order or initiate a chargeback or reversal of payment unless Buyer first contacts Seller in writing at [email protected] within five (5) business days of the Order, identifying the basis of the dispute and allowing Seller ten (10) business days to investigate and respond.   To the fullest extent permitted by law, any right to a reversal of charges or chargeback is expressly conditioned on the return of the Goods to Seller in accordance with Seller’s written instructions. Under no circumstances may Buyer retain both the Goods and the benefit of a chargeback or reversal. Any Goods not returned following a chargeback shall be deemed unpaid, entitling Seller to recover the unpaid balance, accrue interest as stated above, enforce its security interest pursuant to Section 6, and exercise any other remedies available under these Terms or applicable law.  

6.                  Security Interest. Buyer grants to Seller a security interest in the Goods in the amount of any balance that is or remains unpaid to Seller for any reason until such balance is paid in full. Seller has the right and Buyer authorizes Seller to file any financing statements and other appropriate documents to perfect the validity, priority and enforceability of Seller’s security interest granted herein.  

7.                  Delivery and Risk of Loss. All shipments shall be FOB Origin. Title and risk of loss shall transfer to Buyer upon Seller’s tender of the Goods to the shipping carrier. Seller is not responsible for damage, loss, or delay in transit. Any claims for shipping shortages, damage, or loss must be made directly with the carrier by Buyer. Buyer shall not refuse delivery or delay acceptance of any shipment under any circumstances.  

8.                  Acceptance of Goods. All Goods are deemed accepted upon shipment. Buyer waives any right to reject Goods based on condition, content, or conformity unless such issue is expressly documented in writing by Buyer and agreed to by Seller before shipment. Buyer’s continued use, resale, or possession of the Goods constitutes full and irrevocable acceptance.  

9.                  Warranties and Disclaimer. Seller warrants solely that it conveys good title to the Goods. Seller makes no warranty as to the condition, merchantability, authenticity, platform eligibility, legality, fitness for a particular purpose, or resale viability of any Goods. Seller does not manufacture, test, or certify any Goods sold and does not represent or guarantee that any Goods comply with any third-party resale platform’s policies, terms of service, or approval requirements.   ALL GOODS ARE SOLD “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. SELLER DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, OR USAGE OF TRADE.  

10.              Limitation of Liability. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR SPECULATIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, PLATFORM REMOVAL, ACCOUNT SUSPENSION, REPUTATIONAL DAMAGE, OR INTELLECTUAL PROPERTY CLAIMS ARISING FROM OR RELATING TO THE GOODS SOLD, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY VIOLATION (INCLUDING BUT NOT LIMITED TO THE FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT), OR OTHERWISE.   SELLER DOES NOT GUARANTEE THAT ANY GOODS WILL BE ELIGIBLE FOR RESALE ON ANY PLATFORM INCLUDING AMAZON, WALMART, OR EBAY, NOR THAT THEY ARE FREE FROM CLAIMS OF INFRINGEMENT OR REGULATORY RESTRICTION. BUYER ASSUMES ALL RISK ASSOCIATED WITH THE USE, RESALE, STORAGE, OR DISTRIBUTION OF THE GOODS, AND ACKNOWLEDGES THAT SELLER IS A WHOLESALE DISTRIBUTOR ONLY AND DOES NOT MANUFACTURE, TEST, PACKAGE, OR CERTIFY ANY GOODS. SELLER SHALL HAVE NO LIABILITY FOR ANY CLAIMS OF BODILY INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM THE USE OR MISUSE OF THE GOODS, WHETHER BY BUYER, A CUSTOMER, OR ANY THIRD PARTY.   IN NO EVENT SHALL SELLER’S TOTAL LIABILITY TO BUYER EXCEED THE LESSER OF: (A) FIVE THOUSAND DOLLARS ($5,000) IN THE AGGREGATE; OR (B) A REFUND OR REPLACEMENT OF THE GOODS, AT SELLER’S OPTION, PROVIDED THAT THE GOODS ARE RETURNED TO SELLER IN THEIR ORIGINAL CONDITION AND PACKAGING. GOODS THAT ARE DAMAGED BEYOND NORMAL WEAR AND TEAR, OR THAT ARE NOT RETURNED TO SELLER, WILL NOT BE ACCEPTED FOR REFUND OR REPLACEMENT. THE DETERMINATION OF WHETHER THE GOODS ARE IN MARKETABLE CONDITION SHALL BE MADE IN SELLER’S SOLE DISCRETION.   THE PARTIES AGREE THAT THE ABOVE PROVISIONS FAIRLY ALLOCATE THE RISK BETWEEN THE PARTIES, WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THESE TERMS.  

11.              Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO BUYER’S PURCHASE, RESALE, USE, DISTRIBUTION, OR HANDLING OF THE GOODS; ANY CLAIM BROUGHT BY A THIRD PARTY INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, DEATH, IP INFRINGEMENT, OR FALSE ADVERTISING; ANY BREACH OF THESE TERMS OR VIOLATION OF LAW OR PLATFORM POLICY; OR ANY CLAIM INVOLVING GOODS THAT WERE ALTERED, RELABELED, REPACKAGED, OR IMPROPERLY MARKETED BY BUYER OR ITS AGENTS. THIS INDEMNIFICATION OBLIGATION SHALL SURVIVE DELIVERY OF THE GOODS AND TERMINATION OF THIS AGREEMENT.   12.              Governing Law. This Agreement and all transactions contemplated by this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without application of its principles of conflicts of laws. THE PARTIES EXPRESSLY AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO ANY TRANSACTION OR DISPUTE ARISING OUT OF THESE TERMS.  

13.              Arbitration and Jurisdiction. Any controversy or claim arising out of or relating to these terms or the breach thereof shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in the State of Florida, in Miami-Dade County, in accordance with its Commercial Arbitration Rules (www.adr.org/Rules/Commercial). The AAA’s Consumer Arbitration Rules shall not apply. Each party will bear its own attorneys’ fees, costs, and expenses. Judgment on the arbitrator’s award may be entered in any state or federal court located in Miami-Dade County, Florida, and the parties consent to the exclusive jurisdiction of those courts for enforcement and related proceedings.   Buyer may opt out of arbitration, but only by sending a written notice by certified mail to: NT Legal, Attn: EA Distributor Arbitration Opt-Out, 2121 SW 3rd Avenue, Suite 201, Miami, FL 33129. To be effective, the notice must clearly state that Buyer elects to opt out of arbitration, include the Buyer’s full legal name, mailing address, and a copy of the first purchase order or invoice received from Seller (whichever comes first), and be signed by an authorized representative. The notice must be postmarked within thirty (30) calendar days of Buyer’s receipt of that first purchase order or invoice. This opt-out right applies only to Buyer’s first transaction with Seller, and any attempt to opt out after that will be void and of no effect.  

14.              Compliance with Laws. Buyer shall comply with all applicable federal, state, and local laws, regulations, rules, and third-party platform policies governing the purchase, transportation, storage, marketing, resale, labeling, or distribution of the Goods. Seller makes no representations as to whether the Goods meet the standards of any particular jurisdiction, platform, industry code, or use case.  

15.              No Reliance; Entire Agreement. Buyer confirms that it is not relying on any oral or written representation, warranty, statement, or assurance except those expressly stated in these Terms. These Terms constitute the full and final agreement between the parties and supersede all prior communications, representations, or agreements, whether written or oral  

16.              Miscellaneous. Time for payment to Seller from Buyer is of the essence. Buyer acknowledges that Buyer has not been induced to purchase any Goods from Seller by any representation or warranty not expressly set forth herein. These Terms constitute the entire agreement of the parties and supersede all existing agreements and all other oral or written communications between the parties concerning the subject matter contained herein. Section headings contained herein are intended for convenience of reference only and will not affect the interpretation of any provision. If any provision of these Terms is held to be prohibited or unenforceable, the parties will promptly substitute for the invalid provision a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid provision and the remaining provisions will continue in full force and effect. In the event that these Terms are translated into any language other than English, if any conflict exists between the original and the translation, the English language version will prevail.