Terms and Conditions of Sale

1. Company Information

Apex Hub is operated by:

- **Legal company name:** [TO COMPLETE]

- **Legal form:** [TO COMPLETE]

- **Registered office:** [TO COMPLETE]

- **Registration number:** [TO COMPLETE]

- **VAT number:** [TO COMPLETE]

- **Email:** contact@apexhubfulfillment.com

2. Scope

These Terms apply to all business-to-business sales of services provided by Apex Hub, including but not limited to:

- product sourcing

- supplier identification and negotiation

- quality control and inspection coordination

- custom packaging and branding support

- warehousing and inventory handling

- pick and pack and order fulfillment

- dropshipping operations

- shipping and logistics coordination

- related consulting or operational support

Any different or conflicting terms proposed by the Client shall not apply unless expressly accepted in writing by Apex Hub.

3. Professional Clients Only

Apex Hub provides services primarily to professional clients and business users. By placing an order, you confirm that you are acting for purposes related to your trade, business, craft, or profession.

Apex Hub may refuse to provide services to any applicant where the project, order volume, product category, compliance profile, or operational requirements do not fit Apex Hub’s business model.

4. Services

Apex Hub provides supply chain and ecommerce operational services designed to support businesses with sourcing, fulfillment, and international shipping.

The exact scope of services shall be defined in one or more of the following:

- a quotation

- a commercial proposal

- a statement of work

- a purchase order accepted by Apex Hub

- an invoice

- a separate written agreement

Unless expressly agreed otherwise, Apex Hub is bound only by an obligation of means and not by an obligation of guaranteed commercial result.

5. Quotations and Orders

All quotations issued by Apex Hub are valid for the period stated therein or, if no period is stated, for **thirty (30) days** from the date of issue.

An order becomes binding only once one of the following occurs:

- the quotation is accepted in writing by the Client

- the Client confirms the order by email or any written medium

- the Client pays a deposit or invoice

- Apex Hub begins performance of the requested services

Apex Hub reserves the right to refuse any order for legitimate reasons, including product compliance concerns, supplier risk, operational limitations, unpaid prior invoices, or incomplete client information.

6. Pricing

Prices are stated in **[CURRENCY TO COMPLETE]** and exclude taxes, duties, customs fees, bank charges, insurance, and any other third-party costs unless expressly stated otherwise.

Pricing may include, depending on the project:

- service fees

- sourcing fees

- storage fees

- fulfillment fees

- packaging fees

- shipping fees

- inspection fees

- platform or integration fees

- exceptional handling fees

Any service not expressly included in a quotation or agreement shall be billed separately.

Apex Hub may revise its prices at any time for future orders. The applicable price is the one stated in the accepted quotation or invoice.

7. Payment Terms

Invoices are payable according to the terms stated on the quotation or invoice.

Unless otherwise agreed in writing:

- Apex Hub may require a deposit before starting any service

- supplier-related purchases may require full prepayment or partial prepayment

- logistics and shipping costs may be invoiced in advance or at dispatch

- ongoing fulfillment services may be invoiced periodically

Accepted payment methods may include:

- international wire transfer

- PayPal

- Wise

- any other method expressly approved by Apex Hub

The Client shall bear all bank charges, transfer fees, currency conversion costs, and any payment processing charges unless otherwise agreed.

8. Late Payment

Any amount not paid by the due date shall automatically accrue late payment interest, without prior notice, at the rate indicated on the invoice or, failing that, at the applicable legal rate required by the governing law.

If French law applies, late payment shall also give rise to the fixed recovery indemnity required for B2B transactions, in addition to any higher actual recovery costs upon justification.  [oai_citation:4‡economie.gouv.fr](https://www.economie.gouv.fr/dgccrf/les-fiches-pratiques/conditions-generales-de-vente-quelles-mentions-sont-obligatoires?utm_source=chatgpt.com)

In the event of late payment, Apex Hub may also:

- suspend ongoing services

- withhold shipment or release of goods

- suspend platform access or order processing

- refuse any new order

- demand immediate payment of all outstanding amounts

9. Supplier Sourcing and Third Parties

Where Apex Hub identifies, negotiates with, or coordinates suppliers, manufacturers, carriers, warehouses, inspection agents, or other third parties, Apex Hub acts as an intermediary, coordinator, or operational partner as defined in the project scope.

Unless expressly agreed otherwise in writing:

- Apex Hub does not manufacture the goods itself

- Apex Hub does not guarantee supplier solvency, continuous production capacity, or regulatory compliance in all destination markets

- Apex Hub is not liable for failures directly caused by third-party suppliers, carriers, customs authorities, or marketplaces beyond its reasonable control

The Client remains responsible for validating the commercial suitability and legal compliance of the products it sells in its target markets.

10. Product Compliance and Restricted Products

The Client is solely responsible for ensuring that any product sourced, imported, stored, marketed, or sold through Apex Hub complies with all laws and regulations applicable in the country of manufacture, transit, import, and sale.

Apex Hub may refuse or suspend any project involving:

- prohibited or restricted goods

- infringing or counterfeit products

- unsafe or non-compliant products

- regulated items requiring permits or certifications not provided by the Client

- any product category creating excessive legal, customs, or operational risk

11. Quality Control and Inspections

Where quality control, inspection, or verification services are included, Apex Hub will perform or coordinate checks according to the agreed scope.

Such checks are limited to the sampling method, criteria, and operational conditions agreed for the order. Quality control reduces risk but does not eliminate all defects, hidden defects, production inconsistencies, or post-delivery performance issues.

Any claim relating to quality must be documented and notified promptly under the claim procedure set out in these Terms.

12. Custom Packaging, Branding, and Intellectual Property Materials

Where the Client requests custom packaging, inserts, labels, or branded elements, the Client warrants that it owns or validly controls all rights necessary to use the names, logos, visuals, texts, trademarks, and other materials provided to Apex Hub.

The Client shall indemnify Apex Hub against any third-party claim arising from the use of such materials.

Apex Hub may refuse any branding request that appears unlawful, infringing, misleading, or technically unfeasible.

13. Shipping and Delivery

Shipping times are always indicative unless expressly guaranteed in writing.

Delivery estimates may vary depending on:

- production lead time

- supplier readiness

- carrier availability

- customs processing

- destination country

- peak season congestion

- force majeure or external disruptions

Risk transfer, title transfer, and shipping responsibilities shall be governed by the commercial terms expressly agreed between the parties, including any agreed Incoterms where applicable.

Unless otherwise agreed, delays in shipping or delivery shall not entitle the Client to cancel the order, refuse payment, or claim damages, except in the case of gross negligence or mandatory law to the contrary.

Customs duties, import taxes, brokerage charges, local compliance costs, and destination-country clearance obligations are borne by the Client unless expressly stated otherwise in writing.

14. Warehousing and Fulfillment

Where Apex Hub stores inventory or performs order fulfillment:

- the Client must provide accurate SKU, quantity, product, and order data

- Apex Hub may rely on the data transmitted by the Client or the Client’s systems

- storage, handling, and fulfillment are charged according to the agreed fee schedule

- Apex Hub may suspend fulfillment in the event of unpaid invoices, stock discrepancies, compliance concerns, or operational risk

The Client shall maintain appropriate commercial insurance for its goods, unless insurance is expressly included in writing.

15. Claims

Any complaint regarding services, quantities, apparent defects, shipment errors, or damaged parcels must be submitted in writing to Apex Hub within **seven (7) calendar days** from delivery or from the date the issue was discovered, together with all supporting evidence.

Supporting evidence may include:

- order reference

- invoice number

- photographs

- video evidence where relevant

- carrier documentation

- quantity counts

- batch or SKU references

No claim shall be accepted if the goods have been altered, resold, relabeled, repackaged, or used in a way that prevents verification, except where mandatory law provides otherwise.

16. Returns, Refunds, and Cancellations

Because Apex Hub primarily provides customized professional services and operational execution, orders may not be canceled, reversed, or refunded once sourcing, procurement, production, packaging, storage, or shipping has started, except where otherwise agreed in writing.

If a cancellation is accepted by Apex Hub:

- all work already performed remains payable

- all third-party costs already incurred remain payable

- non-cancellable supplier, carrier, packaging, inspection, or warehousing costs remain payable

- deposits may be retained and offset against incurred costs

Refunds, credits, or corrective actions, if any, shall be determined case by case according to the circumstances and available evidence.

17. Client Obligations

The Client agrees to:

- provide complete, accurate, and up-to-date information

- validate quotations, product specifications, packaging files, and shipping instructions before execution

- ensure that products comply with all applicable laws in target markets

- pay all invoices on time

- cooperate in good faith during sourcing, production, fulfillment, and shipping operations

- maintain backups and controls over its ecommerce, inventory, and order data

The Client remains solely responsible for its own business decisions, retail pricing, tax compliance, product claims, marketplace listings, and customer relationships.

18. Limitation of Liability

To the maximum extent permitted by law, Apex Hub shall not be liable for:

- indirect, incidental, or consequential damages

- loss of profit, turnover, revenue, business opportunity, goodwill, or data

- marketplace suspension

- customs delays or seizure

- supplier default beyond Apex Hub’s reasonable control

- delays caused by force majeure, transport disruption, pandemics, strikes, war, cyber incidents, or government action

In any event, Apex Hub’s total aggregate liability arising out of or in connection with a specific order or service shall not exceed the total amount actually paid by the Client to Apex Hub for the relevant service giving rise to the claim during the **three (3) months** preceding the event, except in case of fraud, willful misconduct, or where liability cannot be excluded by law.

19. Force Majeure

Apex Hub shall not be liable for any failure or delay resulting from events beyond its reasonable control, including but not limited to natural disasters, epidemics, strikes, carrier disruption, supplier shutdowns, energy shortages, customs blocks, regulatory changes, armed conflict, cyberattacks, or telecommunications failure.

During such events, Apex Hub’s obligations shall be suspended for the duration of the event.

20. Intellectual Property

All tools, methods, workflows, documents, dashboards, content, visuals, trade names, and non-client materials created or used by Apex Hub remain the property of Apex Hub or its licensors unless otherwise agreed in writing.

No transfer of intellectual property rights is made to the Client except for the limited rights expressly granted for the performance of the services.

21. Confidentiality

Each party agrees to keep confidential all non-public commercial, technical, pricing, operational, and strategic information disclosed by the other party, except where disclosure is required by law or necessary for the proper execution of the services with trusted third parties bound by confidentiality obligations.

22. Data and Platform Connectivity

Where Apex Hub connects to ecommerce platforms, marketplaces, APIs, or third-party software, the Client authorizes Apex Hub to use the data strictly necessary to perform the services.

The Client remains responsible for the lawfulness of the data it provides and for the configuration of its own systems, stores, and accounts.

Data processing matters, where applicable, shall be governed by the Privacy Policy and, if needed, a separate data processing agreement.

23. Suspension and Termination

Apex Hub may suspend or terminate all or part of the services immediately if:

- the Client breaches these Terms

- the Client fails to pay on time

- the Client provides false or incomplete information

- a compliance, fraud, sanctions, or reputational risk arises

- the requested project becomes unlawful or operationally impossible

Termination shall not affect amounts already due or rights accrued prior to termination.

24. Evidence

Electronic records, emails, dashboards, uploaded files, invoices, platform logs, tracking data, and digital communications exchanged between the parties shall be admissible as evidence and shall have the same probative value as paper documents, subject to mandatory law.

25. Governing Law and Jurisdiction

These Terms shall be governed by the laws of **[COUNTRY / STATE TO COMPLETE]**, excluding its conflict-of-law rules.

Any dispute arising out of or in connection with these Terms shall fall within the exclusive jurisdiction of the courts of **[CITY / COUNTRY TO COMPLETE]**, unless mandatory law requires otherwise.

26. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

27. Entire Agreement

These Terms, together with any accepted quotation, invoice, statement of work, or separate written agreement, constitute the entire agreement between the parties regarding the relevant services.

28. Contact

For any question regarding these Terms, you may contact:

**Apex Hub**  

Email: **contact@apexhubfulfillment.com**