Terms & Conditions of Sale

I. APPLICABILITY OF TERMS AND CONDITIONS

A. TAKE NOTICE THAT ALL TERMS AND CONDITIONS SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE ORDER ARE HEREBY REJECTED IN THEIR ENTIRETY.

B. These TERMS AND CONDITIONS OF SALE (these “Terms”), and the Refund Policy, Shipping Policy, Privacy Policy, and Terms of Service (collectively referred to herein as the “Policies”) available on our website (https://xs-supply.com/) (the “Site”) shall apply to your purchase of the products identified in the invoice you received from us (the “Goods”).

C. The invoice referred to above (the “Invoice”) shall constitute an offer to sell you the Goods in accordance with the Terms and the Policies at the price noted on the Invoice. Failure to object to these Terms and/or the Policies within a reasonable time after receiving the Invoice shall constitute your acceptance of our offer.

D. By assenting to these Terms and the Policies, you hereby agree that these Terms and the Policies govern the sale of the Goods from XS Supply, LLC (“Seller”) to you (the “Buyer”). 

II. PAYMENT TERMS 

A. Purchase Price & Costs. Buyer shall pay the price of the Goods as listed on the Invoice (the “Purchase Price”) as well as any applicable shipping fees, customs duties, taxes, including, without limitation import and/or export taxes, brokerage fees, packaging costs, insurance premiums for any insurance coverage for the Goods during transit, and handling fees noted on the Invoice (collectively, the “Costs”).

B. Manner of Payment. Buyer shall pay the Purchase Price and Costs on or before the due date set forth in the Invoice (the “Due Date”) via PayPal, Venmo, or credit card (collectively, “Acceptable Payment Methods”).

C. Suspension of Performance. Buyer acknowledges and agrees that Seller may suspend performance hereunder and/or avoid these Terms and the Policies without further obligation or liability to Buyer in the event that Buyer’s financial position becomes unsatisfactory to Seller at any time prior to delivery of the Goods.

III. SHIPPING TERMS, DELIVERY, RISK OF LOSS 

A. Shipping Policy. Seller’s Shipping Policy is hereby incorporated and made part of this section by reference. Buyer acknowledges that these Terms shall control to the extent of any inconsistency between this section and the Shipping Policy.

B. Carrier. Seller shall arrange for UPS or such other carrier as the Seller may select (the “Seller’s Carrier”) to transport and deliver the Goods to Buyer within a reasonable time. Alternatively, Buyer may utilize its shipping account with a certain carrier (the “Buyer’s Carrier”). In either case, Seller shall ship the Goods to Buyer within a commercially reasonable time after Sellers sends an Invoice to Buyer.

C. Packaging. The Goods shall be suitably packaged for shipment in the Seller’s standard containers and marked for shipment to Buyer at the address provided Seller’s purchase order. Buyer shall be responsible for any special packaging, or any special delivery requested by Buyer, as well as for any additional shipping charges incurred by Seller due to Buyer's acts or omissions. 

D. Delivery and Risk of Loss. If the Goods are transported by Seller’s Carrier, delivery of the Goods shall be F.O.B. Buyer’s place of business. Risk of loss will pass F.O.B. Buyer’s place of business.

If the Goods are transported by Buyer’s Carrier, delivery of the Goods shall be F.O.B. Seller’s warehouse or related facility. Risk of loss will pass F.O.B. Seller's shipping point.

All delivery dates are approximate, and Seller shall not be responsible to Buyer or any other party for any delay in shipment of any Goods.

E. No Obligation to Insure. Seller shall have no obligation to insure the Goods against risk of loss during transit. 

IV. TITLE AND SECURITY INTEREST 

If the Goods are transported by Buyer’s Carrier, title to the Goods shall pass to Buyer upon tender of the Goods by Seller to Buyer’s Carrier, subject, however, to a security interest which Seller hereby reserves, and Buyer hereby grants, in the Goods shipped until the entire Purchase Price has been paid. Buyer will execute any documents required to perfect Seller’s security interest in the Goods within five (5) days of presentation and thereafter Seller shall have power of attorney to execute such documents. 

If the Goods are transported by Seller’s Carrier, title to the Goods shall pass to Buyer upon tender of the Goods at Buyer’s place of business, subject, however, to a security interest which Seller hereby reserves, and Buyer hereby grants, in the Goods shipped until the entire Purchase Price has been paid. Buyer will execute any documents required to perfect Seller’s security interest in the Goods within five (5) days of presentation and thereafter Seller shall have power of attorney to execute such documents. 

V. REPRESENTATIONS & WARRANTIES; DISCLAIMERS; LIMITATIONS OF LIABILITY 

A. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows: (i) Buyer has the right to enter any transaction contemplated hereby without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) Buyer will use the goods and services provided hereunder exactly as authorized and never in any way that would violate any applicable law or third party right of any kind; and (iii) Buyer is buying the Goods solely its own use, and not for resale and/or export.

B. Seller’s Warranties and Disclaimers. Seller does not manufacture (or direct the manufacture of) the Goods or the other products available for sale on the Site. The availability of products on the Site does not constitute an affiliation with or endorsement of any of the products or their manufacturer.

As such, subject to applicable law, THE GOODS SOLD PURSUANT TO THESE TERMS ARE PURCHASED BY THE BUYER "AS IS" AND "WITH ALL FAULTS" AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE).

C. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. 

VI. GOVERNING LAW 

A. These Terms shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

B. Buyer acknowledges and agrees that the exclusive venues for any dispute arising out of or related to these Terms, the Policies, or the transaction contemplated hereunder are the state or federal courts located in Hillsborough County, Florida and further agrees to submit to the jurisdiction of those courts in any such dispute.

C. BUYER AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. 

VII. NOTICES 

Seller may provide notices hereunder to Buyer by: (i) email; (ii) regular mail; or (iii) posting them on the Site. Buyer shall be responsible for ensuring that Buyer has provided Seller with Buyer’s current email and mailing addresses. Buyer may contact Seller during ordinary business hours by the following means: (i) U.S. Mail (10360 72nd Street, #820 Largo, FL 33777) or (ii) email (support@xs-supply.com). 

VIII. MISCELLANEOUS 

A. Battle of Forms. Buyer’s purchase of the Goods shall be solely governed by these Terms and the Policies. Any terms or conditions introduced by Buyer that either directly, indirectly by way of reference, or otherwise are hereby explicitly rejected and shall not apply.

PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERING TERMS OR CONDITIONS IN ANY OTHER DOCUMENT OR ARRANGEMENT NOT FORMING PART OF THESE TERMS, INCLUDING, BUT NOT LIMITED, ANY TERMS AND CONDITIONS SUBMITTED WITH A PURCHASE ORDER, LETTERS OR TERMS OF ENGAGEMENT OR THE LIKE, INVOICES, ACKNOWLEDGMENTS, DELIVERY RECEIPTS, CONFIRMATIONS OR OTHER DELIVERY OR ACCEPTANCE DOCUMENT ISSUED BY OR ON BEHALF OF BUYER SHALL BE VOID, AND OF NO FORCE OR EFFECT TO THE EXTENT SUCH ARE IN BREACH OF OR CONTRADICTION WITH THESE TERMS.

B. Conflict between Terms and Policies. In the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the parties under these Terms and the Policies, these Terms shall control and supersede any inconsistency, conflict or ambiguity.

C. Relationship of the Parties. The relationship of the parties hereto is that of vendor and purchaser. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party's employees or agents.

D. Third Party Beneficiaries. These Terms are for sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

E. Force Majeure. Seller shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, terrorism, and/or delivery, vendor, supplier, or other third-party delays, non-performance, or failures of any kind.

F. Assignment. Seller may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. Buyer may not assign any of its rights or delegate any of its duties hereunder at any time without Seller’s prior written consent in each instance, and any attempt to do so shall be null and void.

G. Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

H. No Waivers. Any failure by Seller to enforce any of its rights hereunder will not constitute a waiver of its right to make such enforcement in the future, subject to applicable law.

I. Entire Agreement. These Terms, the Polices, and any Invoice sent by Seller to Buyer (if any), shall, collectively, be deemed a final and integrated agreement between Seller and Buyer with respect to the subject matter hereof.