Terms of Service

01 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (individually or as an authorized representative of a business entity, "Client") and Top Global Trading LLC ("Company," "we," "us"). By using our website, submitting an inquiry, or entering into a service agreement, you confirm that:

• You have read, understood, and agree to these Terms in their entirety
• You are authorized to bind your organization to these Terms (if acting on behalf of an entity)
• You are at least 18 years of age or the age of legal majority in your jurisdiction
• Your use of our services is for lawful commercial purposes only

02 Description of Services

Top Global Trading LLC provides international trade and commerce services including, but not limited to:

• Import and Export Operations: Facilitating cross-border trade transactions including customs documentation, regulatory compliance, and freight coordination
• Product Sourcing: Identifying, vetting, and negotiating with international suppliers on behalf of clients
• Supply Chain Coordination: Managing end-to-end logistics from manufacturer to final delivery destination
• Wholesale Trading: Purchasing and reselling products at wholesale volumes through our global distribution network
• Trade Compliance Consulting: Advising on import/export regulations, tariff classification, and sanctions compliance
• B2B Distribution: Coordinating bulk product distribution for retailers, e-commerce sellers, and corporate buyers

Specific scope, deliverables, pricing, and terms for each engagement shall be detailed in a separate written Service Agreement or Purchase Order, which supplements and is governed by these Terms.

03 Service Agreements

Each service engagement requires a formal written agreement outlining the specific terms of that transaction. No verbal commitments, informal emails, or website interactions constitute a binding service commitment without a signed agreement.

Onboarding Requirements

New clients may be required to provide:

• Business registration documents or proof of legal entity status
• Identity verification for authorized representatives
• Banking and payment information for transactions
• Specific import/export licenses where required by applicable law

04 Orders and Transactions

All orders are subject to our acceptance and availability. We reserve the right to decline any order or terminate any transaction at our sole discretion.

Order Process

1. Client submits purchase request or RFQ (Request for Quotation)
2. Company provides a formal quotation with pricing, lead time, and terms
3. Client accepts quotation in writing within the validity period (typically 5–10 business days)
4. Company confirms order upon receipt of deposit or agreed payment
5. Production or sourcing commences; timeline communicated to client
6. Shipment and delivery per agreed logistics terms

Order Cancellation

Orders may not be cancelled without written consent from the Company. Cancellation fees may apply depending on the stage of fulfillment, ranging from 15% to 100% of the order value based on costs already incurred.

05 Pricing and Payment

All prices are quoted in US Dollars (USD) unless otherwise specified in writing. Prices are subject to change based on market fluctuations, currency movements, and raw material costs. Confirmed orders are priced at the rate agreed at time of order acceptance.

Payment Terms

• Standard terms: 30–50% deposit upon order confirmation; balance before shipment
• Established clients may qualify for net-30 or net-60 credit terms upon approval
• Wire transfer (TT), ACH, and commercial letters of credit (L/C) accepted
• All international wire transfer fees are the responsibility of the client

Late Payments

Overdue payments are subject to interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend services for accounts 15+ days past due.

Taxes and Duties

Clients are solely responsible for all applicable import duties, tariffs, taxes, and customs fees unless expressly stated otherwise in the written service agreement. Our quoted prices do not include destination country duties or taxes unless explicitly specified as DDP (Delivered Duty Paid) terms.

06 Delivery and Logistics

Delivery terms (Incoterms) shall be specified in each service agreement (commonly EXW, FOB, CIF, or DDP). Unless otherwise agreed:

• Risk of loss transfers to the client at the point specified by the agreed Incoterms
• Delivery timelines are estimates and may be affected by force majeure, customs delays, or carrier issues
• We recommend clients obtain marine cargo insurance for international shipments
• Claims for loss or damage in transit must be filed within 7 days of delivery

We are not liable for delays caused by customs authorities, weather events, labor disputes, government actions, or other circumstances beyond our reasonable control.

07 Quality and Inspection

We strive to ensure all sourced products meet the agreed specifications. Standard quality assurance includes:

• Supplier credential verification and factory qualification
• Pre-shipment inspection available (additional fees may apply for third-party inspections)
• Review of product samples upon client request (prior to bulk order)

Defects and Returns

Claims for defective goods must be submitted in writing within 14 days of delivery with photographic evidence. Remedies may include replacement, credit, or negotiated refund depending on the nature and extent of the defect. We act as intermediary in resolving quality disputes with suppliers but do not unconditionally guarantee supplier performance beyond the contracted specifications.

08 Trade Compliance

Both parties agree to comply with all applicable international trade laws and regulations, including but not limited to:

• US Export Administration Regulations (EAR) and Export Control Reform Act (ECRA)
• Office of Foreign Assets Control (OFAC) sanctions regulations
• US Customs and Border Protection import requirements
• Destination country import regulations and licensing requirements
• Anti-bribery and corruption laws (FCPA, UK Bribery Act)

The client represents and warrants that the import or export of any goods arranged through Top Global Trading LLC is for lawful commercial purposes and does not violate any applicable trade restrictions or embargo programs. We reserve the right to refuse any transaction that we believe may violate trade compliance requirements.

09 Intellectual Property

All content on the Top Global Trading LLC website, including text, graphics, logos, trade names, and proprietary materials, is the exclusive property of the Company and protected by applicable intellectual property laws.

Clients retain all rights to their own proprietary designs, specifications, and branded materials provided to us. By submitting materials, clients grant us a limited license to use such materials solely for the purpose of fulfilling the contracted services.

Neither party may use the other's trade name, logo, or proprietary marks in any public communications without prior written consent.

10 Confidentiality

Both parties agree to treat as confidential all non-public information received from the other party in connection with any service engagement, including pricing, supplier identities, business strategies, and transaction details. This obligation:

• Survives termination of any service agreement for a period of 3 years
• Does not apply to information that is publicly available or independently developed
• May be satisfied by a separate NDA for sensitive engagements

We will not disclose client sourcing relationships or supplier identities to third parties without explicit written consent.

11 Limitation of Liability

To the fullest extent permitted by applicable law, Top Global Trading LLC's total liability to you for any claims arising from or related to our services shall not exceed the total fees paid by you to us for the specific service giving rise to the claim in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost business opportunities, or business interruption, even if we have been advised of the possibility of such damages.

We act as a commercial intermediary and are not liable for the actions, omissions, product quality failures, or insolvency of suppliers, freight carriers, or other third parties involved in fulfilling your order.

12 Indemnification

You agree to indemnify, defend, and hold harmless Top Global Trading LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of:

• Your violation of these Terms
• Your violation of any applicable laws or regulations, including trade compliance laws
• Your use of our services for unlawful purposes
• Any misrepresentation made by you in connection with any transaction
• Infringement of any third-party intellectual property rights resulting from your instructions

13 Dispute Resolution

We encourage resolving disputes amicably. If a dispute arises, the parties shall first attempt to resolve it through good-faith negotiation for a period of 30 days from written notice.

If negotiation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Albuquerque, New Mexico, USA. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this section shall prevent either party from seeking emergency injunctive relief to protect intellectual property or confidential information.

14 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

15 Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on our website at least 14 days before taking effect. Your continued use of our services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the changes, you must cease using our services and notify us in writing.

16 Contact Information