1. Agreement to Terms These Terms and Conditions of Sale (the “Terms”) govern the purchase of Goods from Third DellaTorre Holdings LLC (“Seller”) by any individual or entity (“Buyer”). This applies to transactions made through Seller’s website, www.gabadistribution.com, and any other online platforms, or any other means of purchase. These Terms constitute the complete agreement between Seller and Buyer and are applicable to all sales transactions. Any previous oral or written agreements or terms included in Buyer’s purchase order that differ from or add to these Terms will not be binding unless specifically accepted in writing by Seller. By placing an order, Buyer agrees to these Terms. 2. Definitions For the purposes of these Terms: ● “Seller” refers to Third DellaTorre Holdings LLC and its affiliates, subsidiaries, and successors. ● “Buyer” refers to the individual or entity purchasing Goods from Seller. ● “Goods” are defined as all products, equipment, merchandise, and materials purchased from Seller, as detailed on Seller’s Invoice. ● “Order” signifies Buyer’s commitment to purchase Goods from Seller. ● “Invoice” denotes the document issued by Seller to Buyer for accepted Orders. 3. Orders Seller reserves the right to accept, reject, or cancel any Order at its discretion. Acceptance of an Order may be subject to additional conditions as determined by Seller. Buyer does not have the right to cancel an Order once placed. Unless stated otherwise, all Orders are final. Goods sold under these Orders cannot be exchanged, returned, or refunded. 4. Prices and Taxes Prices for Goods are exclusive of sales, use, excise, or other taxes or duties (“Taxes”), unless explicitly stated otherwise. Buyer is responsible for all Taxes, clearance fees, broker’s fees, and any other charges related to the sale and shipment of Goods. If Seller is required to pay any Taxes related to the Goods, such Taxes will be added to the Invoice and must be paid by Buyer. 5. Payment Goods are shipped Free on Board Origin according to Buyer’s shipping instructions provided in the Order. Buyer will cover all shipping costs, including freight, insurance, and special packaging. Payments must be made in U.S. Dollars via wire transfer or credit card (American Express, Visa, or Mastercard). Payment is required upon receipt of the Invoice and before the Goods are shipped. Payment is considered complete once Seller receives cleared funds or credit card approval. Buyer must pay in full without deductions, and late payments will incur interest at an annual rate of 12% or the maximum rate permitted by law, whichever is lower. Disputes over Orders or chargebacks must be communicated to Seller in writing within five (5) business days, with a detailed reason and a ten (10) business day investigation period. Reversals of charges or chargebacks are contingent upon returning Goods as per Seller’s instructions. Retained Goods after a chargeback will be deemed unpaid, and Seller may seek recovery of unpaid amounts, including interest, legal fees, and other rights under these Terms. 6. Security Interest Buyer grants Seller a security interest in the Goods for any unpaid balance. Seller is authorized to file any necessary documents to perfect this security interest. 7. Attorneys’ Fees If Seller incurs legal fees to enforce compliance with these Terms, Buyer will be responsible for reimbursing Seller for reasonable attorneys’ fees, court costs, and related expenses. 8. Delivery and Acceptance Goods will be delivered to Buyer by a third-party shipping company. Buyer accepts the Goods upon Seller’s tender of the Goods to the shipping company. 9. Storage Fees If Buyer fails to pick up the Goods within seven (7) days of Seller's notification that the Goods are ready for pickup, storage fees will accrue at a rate of $2.50 per pallet of inventory per day. Goods will not be tendered to the third-party shipping company or released to Buyer until all accrued storage fees have been paid in full. Failure to collect the Goods within sixty (60) days may result in forfeiture of the Goods without refund or further notice to Buyer. 10. Pickup Timeframe Buyer agrees to pick up the Goods within sixty (60) days of Seller's original request or notification that the Goods are ready for pickup. Failure to collect the Goods within this timeframe may result in the Goods being forfeited without further notification to the Buyer. No refund will be provided for any Goods forfeited due to Buyer’s failure to collect them within the specified timeframe. Seller will not be held liable for any loss or damages resulting from such forfeiture. 11. Risk and Title Risk of loss transfers to Buyer once Goods are tendered to the shipping company. Seller is not liable for any costs or damages related to delayed, lost, or damaged Goods during shipping. Buyer must address any shipping issues directly with the shipping company. Seller is responsible for the Goods until they are tendered to the third-party shipping company. Once the Goods leave Seller’s warehouse, Seller is not liable for any loss, damage, or delay that may occur during transit. Buyer must address any issues related to the Goods directly with the shipping company. 12. Warranties Seller warrants only that it has good title to the Goods at the time of sale. All other warranties, including those from manufacturers, are assigned to Buyer. Seller does not guarantee the authenticity of Goods, their resale potential, or acceptance by third-party platforms like Amazon or eBay. Goods are sold as-is, and Seller disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose, and does not warrant compliance with applicable laws, regulations, or standards. 13. Limitation of Liability Use of Seller’s website and the purchase of Goods are at Buyer’s own risk. To the fullest extent permitted by law, Seller will not be liable for any costs related to substitute Goods or for any direct, indirect, consequential, incidental, or special damages, including but not limited to lost profits, loss of goodwill, or damages from failure to perform, errors, or omissions. Seller is not liable for issues arising from third-party resale rejections. Seller’s total liability is limited to the invoiced purchase price of Goods if the Goods are lost or damaged before being tendered to the shipping company. Seller’s total liability shall be limited to the return of the invoiced purchase price of the Goods in the event that the Goods are damaged, lost, or destroyed prior to being tendered to the shipping company for shipment to Buyer. The parties agree that this limitation fairly allocates the risk between them and is a fundamental basis for their decision to enter into these Terms. 14. Limitation on Use Buyer agrees to use the Goods only for their intended purpose and in compliance with all applicable laws and regulations. Seller will not be held liable for any damages, losses, or claims arising from the misuse of the Goods by Buyer or any third party. 15. Storage Fees If Buyer fails to pick up the Goods within seven (7) days of Seller's notification that the Goods are ready for pickup, storage fees will accrue at a rate of $2.50 per pallet of inventory per day. Goods will not be tendered to the third-party shipping company or released to Buyer until all accrued storage fees have been paid in full. Failure to collect the Goods within sixty (60) days may result in forfeiture of the Goods without refund or further notice to Buyer. 16. Indemnity for Third-Party Claims Buyer agrees to defend, indemnify, and hold harmless Seller and its affiliates, officers, directors, and employees from any claims, liabilities, damages, or expenses arising out of or related to the resale, redistribution, or use of the Goods by Buyer or any third party. This includes, but is not limited to, claims involving intellectual property, product defects, misuse, or non-compliance with applicable laws or regulations. 17. Intellectual Property All intellectual property rights in the Goods, including but not limited to designs, trademarks, copyrights, and proprietary information, remain the sole property of Seller unless expressly transferred in writing. Buyer agrees not to reproduce, alter, or distribute any intellectual property associated with the Goods without prior written consent from Seller. 18. Insurance Responsibility Buyer is responsible for arranging and maintaining insurance coverage for the Goods during shipping or after pickup. Seller will not be liable for any loss, damage, or delay to the Goods once the risk of loss has passed to Buyer. 19. Cancellation or Modification of Orders Orders may not be canceled or modified once confirmed without Seller's prior written approval. If Seller approves a cancellation or modification, Buyer may be subject to a restocking fee, cancellation fee, or other charges as determined by Seller. Any changes to custom or made-to-order items will not be permitted after confirmation. 20. Indemnification Buyer agrees to defend, indemnify, and hold harmless Seller and its affiliates, officers, directors, and employees from any claims, losses, or expenses arising from Buyer’s purchase, sale, or use of the Goods, including but not limited to misuse, environmental claims, or other acts or omissions by Buyer. Seller shall not be liable for any claims asserted by Amazon, its affiliates, or any customers, including but not limited to intellectual property claims (trademark, copyright, and patent), customer complaints regarding authenticity, late deliveries, or the condition of the inventory upon delivery. 21. Governing Law and Venue These Terms are governed by the laws of the State of New Jersey, excluding its conflict of laws principles. Any disputes arising from these Terms will be resolved in the federal or state courts in New Jersey, and Buyer agrees to the jurisdiction of these courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 22. Compliance with Laws Buyer must comply with all applicable laws and regulations regarding the purchase, ownership, transportation, and handling of the Goods once they are shipped. 23. Policies Seller is not bound by Buyer’s codes of conduct, sustainability policies, or other internal policies. 24. Force Majeure Neither party shall be liable for any failure to perform its obligations under these Terms if such failure results from a cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or shortages of transportation facilities. 25. Severability If any provision of these Terms is held to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions shall remain in full force and effect. 26. Modification of Terms Seller reserves the right to modify these Terms at any time. The Terms governing Buyer’s order will be those in effect at the time of purchase, as reflected in the communication sent to Buyer at that time. While Seller will make reasonable efforts to provide the most current version of these Terms, Buyer is encouraged to visit Seller’s website for the latest agreement. 27. Dispute Resolution Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its rules. Buyer agrees to pay Seller’s reasonable attorneys' fees and costs incurred in connection with any arbitration or litigation related to these Terms. 28. Miscellaneous Timely payment is crucial. Buyer acknowledges that no other representations or warranties have influenced their decision to purchase. These Terms represent the most up-to-date agreement between Seller and Buyer and override any previous communications or agreements. Seller will make reasonable efforts to provide the most current version of these Terms at the time of purchase; however, Buyer is encouraged to visit Seller’s website for the latest agreement. If any provision is deemed unenforceable, it will be replaced with a valid provision that closely reflects the original intent. In case of translations, the English version prevails.