Terms and Conditions of Sale (v1)

1. Applicability

These Terms and Conditions of Sale (“Agreement”) govern the sale of goods (“Products”) by AMI Distribution LLC, a New Jersey limited liability company (“Seller”), to any purchaser (“Buyer”), regardless of the method of transaction, including but not limited to purchases via Seller’s website (www.amidistribution.com), third-party platforms, or direct sales. This Agreement supersedes any conflicting terms contained in Buyer’s purchase documentation unless expressly accepted in writing by Seller. Placement of an order by Buyer constitutes acceptance of these Terms.

2. Definitions

For the purposes of this Agreement:

• “Seller” shall refer to AMI Distribution LLC, its subsidiaries, affiliates, and successors.
• “Buyer” shall refer to the individual or entity acquiring Products from Seller.
• “Products” means all goods, merchandise, materials, or inventory sold by Seller.
• “Order” refers to any commitment by Buyer to purchase Products.
• “Invoice” denotes the billing document issued by Seller evidencing the sale of Products to Buyer.

3. Order Acceptance and Finality

All Orders are subject to acceptance by Seller in its sole discretion. Seller reserves the right to reject or cancel any Order, in whole or in part, for any reason. Orders, once accepted, are final and non-cancellable unless Seller expressly consents in writing. Products are sold on a non-returnable, non-refundable basis.

4. Pricing and Taxes

All prices are exclusive of applicable federal, state, and local taxes, tariffs, customs charges, broker’s fees, and similar assessments (“Taxes”), unless expressly stated otherwise. Buyer shall bear sole responsibility for all such Taxes. If Seller is required by law to remit any such Taxes on Buyer’s behalf, the amount shall be added to the Invoice and shall be payable by Buyer.

5. Payment Terms

Unless otherwise agreed in writing, all payments shall be made in United States Dollars via wire transfer or by credit card (Visa, Mastercard, or American Express) and are due upon issuance of the Invoice. Shipment shall not occur until full payment has been received and funds have cleared. Partial payments shall be deemed non-refundable deposits and shall not be refunded under any circumstance unless otherwise agreed to in writing by Seller. Buyer shall remit payment without deduction or offset. Late payments shall accrue interest at the rate of 12% per annum or the maximum rate permitted by law, whichever is lower.

6. Chargebacks and Disputes

Buyer must provide written notice of any dispute or chargeback request within five (5) business days of receipt of the Invoice, specifying the grounds for such dispute. Seller shall have ten (10) business days to investigate. Buyer shall return the disputed Products in accordance with Seller’s written instructions. Any failure to return Products shall result in the charge being deemed unauthorized, and Seller shall have the right to recover the full balance, including interest, legal fees, and other remedies available under law or equity.

7. Security Interest

Buyer hereby grants to Seller a continuing security interest in the Products until full payment is received. Seller is authorized to file financing statements and take any steps necessary to perfect its interest.

8. Legal Fees and Costs

In the event of Buyer’s default or breach, Buyer shall reimburse Seller for all attorneys’ fees, court costs, collection costs, and related expenses incurred in enforcing this Agreement.

9. Shipment and Delivery

All Products shall be shipped Free on Board (FOB) Origin. Title and risk of loss shall transfer to Buyer upon tender of the Products to the carrier. Seller shall not be liable for any delays, losses, or damages incurred during transit. Any claims for such losses shall be directed by Buyer to the shipping carrier.

10. Storage Charges

In the event Buyer fails to retrieve the Products within seven (7) days of Seller’s notification of readiness, storage fees shall accrue at a rate of $2.50 per pallet per day. Products shall not be released until all accrued storage fees have been paid in full.

11. Abandonment of Goods

If Buyer fails to collect the Products within sixty (60) days of notice of availability, the Products shall be deemed forfeited, and Seller may dispose of the Products without refund or further notice. Seller shall not be liable for any losses or damages resulting from such forfeiture.

12. Warranty Disclaimer

Seller warrants only that it has good and marketable title to the Products. Except as expressly stated, the Products are sold “as is,” and all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby disclaimed. Seller makes no representation regarding the suitability of Products for resale or acceptance by third-party marketplaces.

13. Limitation of Liability

Seller’s liability, if any, shall be limited to the amount actually paid by Buyer for the affected Products and shall not exceed such amount under any circumstance. Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including without limitation lost profits, goodwill, or business interruption. This limitation constitutes a material term of this Agreement and has been specifically bargained for.

14. Intended Use and Legal Compliance

Buyer shall ensure that all Products are used solely for their lawful and intended purpose. Seller shall bear no responsibility for misuse or violations of applicable law by Buyer or any third party.

15. Indemnification – Resale and Use

Buyer agrees to defend, indemnify, and hold harmless Seller and its officers, directors, employees, agents, and affiliates from and against all third-party claims, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to the resale, distribution, or use of the Products by Buyer or its customers, including but not limited to claims for product liability, intellectual property infringement, and regulatory violations.

16. Intellectual Property

Unless otherwise agreed in writing, all intellectual property associated with the Products remains the exclusive property of Seller. Buyer shall not reproduce, modify, distribute, or use such intellectual property without prior written consent.

17. Insurance Obligations

Buyer assumes all responsibility for obtaining insurance coverage for the Products during transit and upon pickup. Seller shall not be liable for any losses or damages occurring after risk of loss has transferred to Buyer.

18. Modifications and Cancellations

Confirmed Orders may not be modified or canceled without the express written consent of Seller. If permitted, such modifications or cancellations may be subject to cancellation fees, restocking charges, or other costs at Seller’s discretion. No modifications are permitted for custom or made-to-order items.

19. Platform Disputes and Claims

Seller disclaims any liability for claims made by Amazon, eBay, or other resale platforms, including but not limited to intellectual property claims, condition disputes, or delivery issues. Buyer agrees to indemnify Seller for any such claims.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to its conflict of law rules. The parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New Jersey. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

21. Legal and Regulatory Compliance

Buyer shall comply with all applicable laws, statutes, rules, and regulations governing the purchase, transport, use, and resale of the Products.

22. Rejection of Customer Terms

Seller shall not be bound by Buyer’s internal policies, codes of conduct, or corporate responsibility standards unless expressly accepted in writing.

23. Force Majeure

Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labor disputes, governmental orders, supply chain disruptions, or natural disasters.

24. Severability

If any provision of this Agreement is found invalid or unenforceable, such provision shall be limited or severed to the extent necessary so that the remaining provisions shall continue in full force and effect.

25. Amendment

Seller reserves the right to amend or revise these Terms at any time without prior notice. The version in effect at the time of Buyer’s Order shall govern that transaction. The most current version shall be available on Seller’s website.

26. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association in accordance with its rules. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

27. Entire Agreement

This Agreement constitutes the full and complete understanding between the parties and supersedes all prior communications, representations, or agreements, whether oral or written. In the event of a translation, the English version shall control.

Acceptance

I hereby affirm my full understanding and acceptance of the terms and conditions established by AMI Distribution LLC. In the event of any payment cancellation, chargeback, or reversal, this document shall serve as conclusive evidence of my consent to said terms and shall authorize the relevant parties to dispute and reverse any such action.

Accepting at signup, and again on each order, records the buyer’s name, the date, and this version in place of a wet-ink signature.