Terms and Conditions

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale ("Terms and Conditions") between B2B Global Sourcing Hub and www.veparr.com ("B2B Global") and the entity purchasing products from B2B Global ("Buyer") govern the sale, license, resale and distribution, as applicable, of third-party vendor ("Vendor") all products, By purchasing the Product from B2B Global, The Buyer agrees to these Vendor pass-through terms.

1. ACCEPTANCE OF PURCHASE CONFIRMATION

Acceptance: Buyer accepts these Terms and Conditions through any of the following, whichever occurs first: (a) Buyer submits a purchase confirmation electronically on www.veparr.com . (b) Buyer accepts any shipment of any Products; or (d) Buyer performs any other act or expression of acceptance. Acceptance is expressly limited to these Terms and Conditions in their entirety without addition, modification or exception. B2B Global rejects any term, condition, or proposal submitted by Buyer (whether oral or in writing) which are inconsistent with or in addition to these Terms and Conditions. B2B Global’s silence or failure to respond to any subsequent or different term, condition, or proposal shall not be deemed to be B2B Global’s acceptance. Buyer may not change, cancel, or reschedule orders for Products.

2. DELIVERY

For All international transactions, the Product will be shipped FCA (Free Carrier/Ex Works) from the logistics center where the Products are located (Incoterms 2020). B2B Global assumes no responsibility for Additional Fees designated for delivery by the Buyer. All/Any Title and risk of loss, , shall pass to the Buyer upon delivery to the Buyer or Buyer's representative at B2B Global’s logistics partner’s logistics center

3. PRICE AND PAYMENT

Additional Fees: B2B Global’s prices stated on invoices and quotations are for Products only and do not include applicable federal, state, municipal and other government taxes (such as sales, use, value-added, and similar taxes), as well as import or customs duties, license fees, freight and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products ("Additional Fees"). Buyer is responsible for all Additional Fees. Currency :Buyer acknowledges and agrees that the amount due B2B Global shall be paid in U.S. Dollars ONLY.

4. RETURN & CANCELATION

Returns: All Product returns are subject to B2B Global Return Policies. All Orders are non-cancelable and non-returnable.
Hazardous Materials Lithium Batteries: Recalled Lithium batteries or lithium batteries that are known or suspected to be defective or damaged present a high safety risk to personnel and property and are not permitted to be returned to B2B Global and or B2B Global’s logistic partner’s facilities under any circumstances. Packaging and Labeling of Dangerous Goods: Items identified as dangerous goods for transport need to be packaged, marked and labeled according to local and global regulations for the transport of Dangerous Goods including, but not limited to, IATA, IMDG, DOT, ADR, These items may include but are not limited to: Lithium Batteries, Magnetic Materials, Aerosols or Pressurized Gas, and other materials that can pose a risk to property and life.

5. DISCLAIMER OF WARRANTIES

Disclaimer of Warranties: Notwithstanding any right to return defective products B2B Global makes no representations or warranties of any kind with respect to the Products, including but not limited to Product information. B2B Global HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TDC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. Buyer shall not make any representations and warranties on behalf of B2B Global or the Vendor.

6. LIMITATION OF LIABILITY

Limitation of Liability: B2B Global SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA, COSTS OF COVER, OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF B2B Global HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY APPLIES WHETHER ANY CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

7. AUTOMATIC RENEWALS AND RECURRING SERVICES

Automatic Renewals and Recurring Services: For Products made available on a subscription or recurring term basis ("Subscriptions"), Buyer agrees that B2B Global may invoice Buyer for automatic renewals and Subscriptions, using Buyers initial purchase order number as authorization for subsequent invoices until Buyer properly cancels the applicable Subscription. Buyer further agrees to notify end users of the applicable renewal Subscriptions and payments due and acknowledges that Buyer's obligation to pay is not conditioned on: (a) B2B Global s invoice for Products, (b) Buyer's placement of a renewal purchase order, or (c) Buyer's receipt of a renewal order from its customer.

8. BUYER'S OBLIGATIONS

Compliance with Laws: Buyer represents and warrants that it will comply with all applicable laws, codes, directives, ordinances, and regulations. Buyer further acknowledges and agrees that the Products are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any Products, either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, Buyer may not export, re-export, or transfer Products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: (1) nuclear materials, nuclear facilities, or nuclear weapons; (2) missiles or support of missiles projects; (3) chemical or biological weapons; and 4) life support systems, human implantation, or any other application where Product failure could lead to loss of life or property damage.
Vendor Restrictions: Buyer acknowledges and agrees that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations or terms and conditions imposed by the Vendor. Buyer is responsible for ensuring compliance with any such restrictions, authorizations or terms and conditions. Buyer shall comply with any applicable rights of third parties regarding Products, including software or other intellectual property, such as patents, copyrights, and user licenses.
Anti-Bribery Anti-Corruption: Buyer agrees it has not and will not in the future directly or indirectly offer or pay, or authorize the offer or payment of, any money or anything of value in an effort to influence any government official or any other person in order to improperly obtain or retain business or gain an improper business advantage, and has not accepted, and will not accept in the future, any such payment.
Software: Software is the machine-readable (object code) version of computer programs ("Software"). Buyer shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from the Software or permit or encourage any third-party to do so. Buyer's use of Software and any related documentation is governed by the Software's applicable license agreements. Software embedded in or bundled with hardware must be used solely with the device for which it was intended and may not be transferred separately. Buyer shall secure this same authority from its end user. B2B Global has no obligation to accept any end-user license agreements but may use its sole discretion to exercise its authority. Buyer acknowledges that Vendor or Vendor's third-party licensors will provide any license required to use the Product and not B2B Global.
Records and Audit: Buyer shall keep complete and accurate books and records for seven (7) years from the date of the purchase or longer if required by applicable law. Buyer will allow B2B Global to audit records related to transactions under these Terms and Conditions.
Notices and Communications: Buyer consents to receive all communications from B2B Global regarding Products and shall promptly notify B2B Global in writing of all changes to Buyer's name, address, and control/ownership of its assets.
Indemnification: Buyer will indemnify, defend, and hold B2B Global harmless from and against any and all liabilities, losses, and damages (including but not limited to, reasonable attorney's fees, and costs of establishing rights to indemnification) for any claim including: (i) breach by Buyer of any warranty, representation, or covenant under these Terms and Conditions; (ii) breach or violation by Buyer of any agreement with a Vendor or the rights of a Vendor, respectively; (iii) non-compliance with requirements of these Terms and Conditions; or (iv) claims arising from Buyer's negligence or willful misconduct; or (v) claims arising from (1) B2B Global compliance with Buyer's designs, specifications or instructions; (2) modifications of any Product by anyone other than B2B Global or (3) use or sale of Products in combination with other products or in violation of the Vendor's applicable specifications and/or documentation.

9. GENERAL

Entire Agreement: These Terms and Conditions constitute the entire agreement of the parties with respect to all sales by B2B Global to Buyer, and supersedes any and all prior negotiations, representations and agreements, whether written or oral, between the parties. Each party acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any party. No other agreement, statement or promise modifies these Terms and Conditions unless it is in writing and signed by both parties. Any B2B Global waiver or default of one or more of these Terms and Conditions is not a waiver of the remaining Terms and Conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Governing Law and Venue: Any provision of these Terms and Conditions that is prohibited or unenforceable under the laws Canada and the USA shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these Terms and Conditions.The venue for any disputes arising out of these Terms and Conditions shall be, at B2B Global sole and exclusive discretion.,
Force Majeure: Global is not liable for failures to perform (including, without limitation, delays in delivery) due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Buyer, operational disruptions, man-made or natural disasters, acts of war, government interference, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).
Data Protection and Personal Information: Buyer acknowledges that end user personal information is necessary for end users to access or use certain Products. Buyer agrees to provide such personal information as requested by the Vendor to both B2B Global and the Vendor. Buyer represents and warrants that Buyer, will comply with applicable data protections laws, including providing notice and properly obtaining the consent of the end user to provide said personal information to B2B Global and the Vendor for the purpose of fulfilling the transaction.
Trademarks: will not use B2B Global’s name, logos, trademarks, or other intellectual property rights without B2B Global written consent. Buyer grants B2B Global the limited right to use its logos and trademarks in any marketing and promotional materials associated with these Terms and Conditions.
Accurate Information: Buyer represents and warrants that the information provided in any documents to B2B Global will be true and correct in all material respects and contains all information necessary so that the information is not materially misleading. Buyer acknowledges that B2B Global is relying on the accuracy of the information provided by Buyer.
Assignment and Survival of Obligations: Buyer may not assign these Terms and Conditions without B2B Global prior written consent. B2B Global may, without Buyer's consent, assign these Terms and Conditions, including all its amendments, attachments and addenda, and its rights and obligations to its successors, assigns or a purchaser of all or substantially all of its assets. All benefits of the contract will ensure to the benefit of the assignee. All obligations under these Terms and Conditions that by their nature extend beyond termination, including without limitation all monetary obligations of either party to the other under these Terms and Conditions, will survive termination, remain in effect and bind all successors and assigns. Independent Contractors. The Parties will act as independent contractors in the performance of these Terms and Conditions and neither Party shall act as agent for or partner of the other Party. Confidentiality Each party acknowledges that during performance of its obligations pursuant to these Terms and Conditions, it may obtain certain information specifically marked as confidential or proprietary. Each party hereby agrees that all such information disclosed to it by the other party, its parent, affiliates, subsidiaries, whether before or after the effective date, shall be and was received in strict confidence, shall be used only for purposes of these Terms and Conditions, and shall not be disclosed without the prior written consent of the other party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond either party's reasonable control.