Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between ALLSTAR DISTRIBUTION INC, a Florida C-Corporation ("ALLSTAR," "we," "us," or "our"), and the business entity or individual ("Account Holder," "you," or "your") that has applied for or been approved for a wholesale account with ALLSTAR.

By applying for an account, being approved as an account holder, placing an order, or using this website, you agree to be bound by these Terms. If you do not agree to these Terms, do not use this website or place any orders.

These Terms are subject to change. The current version is always available at allstardistribution.com/terms. Your continued use of your account or placement of orders following any update constitutes acceptance of the updated Terms.

ALLSTAR DISTRIBUTION INC sells exclusively to approved business customers. This website and the products and services offered herein are not available to individual consumers purchasing for personal, household, or family use.

To be eligible to purchase from ALLSTAR, you must:

• Be a legally formed business entity (corporation, LLC, sole proprietorship, partnership, or similar) or an individual operating a bona fide resale business;
• Possess any licenses, permits, or tax exemption certificates required by your jurisdiction for resale purposes;
• Have submitted a complete account application and received written or electronic approval from ALLSTAR; and
• Comply with all applicable federal, state, and local laws governing your business activities.

ALLSTAR reserves the right to deny any application, revoke account approval, and refuse any order at its sole discretion and without liability.

a. Application Process. To purchase from ALLSTAR, you must complete and submit a wholesale account application. Applications may require documentation including a business license, resale certificate, tax identification number, and information about your intended sales channels.

b. Approval. Account approval is at ALLSTAR's sole discretion. Submission of an application does not guarantee approval. ALLSTAR may request additional documentation at any time as a condition of approval or continued account status.

c. Account Credentials. You are responsible for maintaining the confidentiality of your account credentials. You agree not to share your login credentials with unauthorized parties. You are responsible for all activity that occurs under your account. Notify ALLSTAR immediately at info@allstardistribution.com if you believe your account has been compromised.

d. Accurate Information. You represent and warrant that all information provided in connection with your account application and profile is accurate, complete, and current. You agree to update your account information promptly if it changes.

e. One Account Per Business. Each legal business entity may maintain one wholesale account unless multi-account access has been expressly authorized by ALLSTAR in writing.

a. Wholesale Pricing. Prices displayed in the wholesale portal are wholesale prices available only to approved account holders. Prices are not publicly advertised and are confidential. You agree not to share ALLSTAR's pricing information with third parties who are not authorized account holders.

b. Price Changes. Prices are subject to change at any time without prior notice due to market conditions, supplier costs, and inventory availability. The price applicable to any order is the price displayed in the portal at the time the order is placed and confirmed.

c. Minimum Orders. Minimum order quantities (MOQ) or minimum order values (MOV) may apply to certain products or categories and are displayed on the applicable product listing. ALLSTAR reserves the right to modify minimum order requirements at any time.

d. Product Availability. All orders are subject to product availability. ALLSTAR does not guarantee the availability of any product. If a product becomes unavailable after order placement, ALLSTAR will notify you and issue a refund or credit for the unavailable item(s).

e. Order Confirmation. An order is not confirmed until ALLSTAR sends an order confirmation or begins fulfillment. ALLSTAR reserves the right to cancel or modify any order before it is shipped without liability, including in cases of pricing errors.

f. Pricing Errors. In the event of a pricing error, ALLSTAR will notify you before fulfillment. You will have the option to confirm the order at the correct price or cancel for a full refund.

a. Default Terms. Unless otherwise agreed in writing, payment is due at the time of order placement. ALLSTAR accepts the payment methods listed in the wholesale portal.

b. Net Terms. Approved account holders may be eligible for net payment terms (e.g., Net 30) upon credit approval. Net term eligibility is determined at ALLSTAR's sole discretion and may be revoked at any time.

c. Late Payments. Invoices not paid by the due date may be subject to a late fee of 1.5% per month (or the maximum rate permitted by Florida law, whichever is lower) on the outstanding balance. ALLSTAR reserves the right to suspend or terminate accounts with past-due balances.

d. Taxes. Account Holders are responsible for all applicable taxes, including sales tax, use tax, or VAT applicable to their purchases. Account Holders claiming a sales tax exemption must provide a valid exemption certificate. ALLSTAR is not responsible for taxes assessed on Account Holders' resale activities.

e. Chargebacks. You agree not to initiate chargebacks or payment disputes except in cases of verified fraud. Unjustified chargebacks may result in account suspension, and ALLSTAR reserves the right to recover associated fees and losses.

a. ALLSTAR Content. All content on allstardistribution.com, including text, images, logos, product descriptions, pricing, and design, is the property of ALLSTAR DISTRIBUTION INC or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from any ALLSTAR content without prior written consent.

b. Product and Brand Trademarks. Trademarks, brand names, and logos of manufacturers and brands whose products appear in our catalog are the property of their respective owners. ALLSTAR does not grant any right or license to use third-party trademarks beyond what is necessary for resale of the specific products purchased from ALLSTAR.

c. Account Holder License. ALLSTAR grants you a limited, non-exclusive, non-transferable, revocable license to access and use the wholesale portal solely for the purpose of viewing inventory, placing orders, and managing your wholesale account. This license does not include any right to copy, scrape, or systematically extract data from the portal.

a. Confidential Information. In connection with your wholesale account, you may receive or become aware of non-public information about ALLSTAR's suppliers, sourcing relationships, pricing, inventory sources, product availability, and business methods ("Confidential Information"). All such information is confidential and proprietary to ALLSTAR.

b. Non-Disclosure. You agree to:

• Keep all Confidential Information strictly confidential;
• Not disclose Confidential Information to any third party without ALLSTAR's prior written consent;
• Use Confidential Information solely for the purpose of purchasing and reselling products obtained from ALLSTAR;
• Not attempt to identify, contact, or enter into a direct business relationship with ALLSTAR's suppliers or sources for the purpose of circumventing ALLSTAR.

c. Blind Dropship Protection. As part of ALLSTAR's dropship program, ALLSTAR ships orders without identifying ALLSTAR as the fulfillment source. Account Holders participating in dropshipping agree to protect the confidentiality of the fulfillment relationship and to not disclose to end customers or third parties that ALLSTAR is the supply source.

d. Survival. Confidentiality obligations survive termination of your account and these Terms indefinitely.

You agree not to:

• Purchase products from ALLSTAR for personal, household, or family use (as opposed to resale);
• Resell ALLSTAR products in a manner that violates applicable law or any applicable manufacturer's authorized reseller requirements you are subject to;
• Circumvent, disable, or interfere with security features of the website;
• Use automated tools to extract data from the portal without written authorization;
• Use your ALLSTAR account to facilitate fraud, money laundering, or other illegal activities;
• Misrepresent your business identity, resale status, or the nature of your purchases;
• Engage in any activity that damages, disrupts, or impairs ALLSTAR's business operations or reputation.

a. Disclaimer of Warranties. ALLSTAR's website and services are provided "as is" and "as available." ALLSTAR makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, except as otherwise required by applicable law. ALLSTAR does not warrant that product descriptions, pricing, or availability information are error-free or complete.

b. Limitation of Damages. To the fullest extent permitted by applicable law, ALLSTAR's total liability to you for any claim arising out of or relating to these Terms or your account, regardless of the form of action, shall not exceed the amount paid by you to ALLSTAR for the specific order giving rise to the claim in the three (3) months preceding the claim.

c. Exclusion of Consequential Damages. In no event shall ALLSTAR be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, even if ALLSTAR has been advised of the possibility of such damages.

d. Product Liability. ALLSTAR is a distributor, not a manufacturer. To the extent permitted by law, ALLSTAR's liability for product defects is limited to facilitating warranty claims with the applicable manufacturer and, where appropriate, accepting returns consistent with ALLSTAR's Return Policy.

You agree to defend, indemnify, and hold harmless ALLSTAR DISTRIBUTION INC and its officers, directors, employees, agents, and successors from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms;
• Your violation of any applicable law or regulation in connection with your resale activities;
• Your misuse of products purchased from ALLSTAR;
• Any claim by a third party arising from your sale or marketing of products purchased from ALLSTAR; or
• Any misrepresentation made by you in connection with your account application or account maintenance.

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

a. Informal Resolution. Before initiating formal proceedings, both parties agree to attempt in good faith to resolve any dispute by contacting ALLSTAR at info@allstardistribution.com and allowing 30 days for a response.

b. Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or your wholesale account shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Hillsborough County, Florida, or remotely as agreed. The arbitrator's award shall be final and may be entered as a judgment in any court of competent jurisdiction.

c. Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Hillsborough County, Florida, without waiving the right to arbitrate the underlying dispute.

d. Class Action Waiver. You and ALLSTAR agree that all disputes shall be resolved individually and that neither party will participate in a class action, collective arbitration, or representative proceeding.

e. Venue. For matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida.

a. By ALLSTAR. ALLSTAR may suspend or terminate your account at any time, with or without cause, upon notice. Grounds for termination include but are not limited to: violation of these Terms, non-payment, fraudulent activity, failure to maintain required documentation, or behavior that is harmful to ALLSTAR's business or reputation.

b. Effect of Termination. Upon termination, your right to access the portal and place orders immediately ceases. Outstanding orders may be fulfilled or cancelled at ALLSTAR's discretion. All payment obligations, confidentiality obligations, and any other provisions that by their nature should survive, shall survive termination.

c. By You. You may close your account at any time by notifying us at info@allstardistribution.com. Closing your account does not relieve you of obligations for orders already placed or amounts already owed.

ALLSTAR reserves the right to update these Terms at any time. The updated Terms will be posted at allstardistribution.com/terms with an updated "Last Updated" date. For material changes, ALLSTAR will notify active account holders by email. Your continued use of your account or placement of orders following notice of updated Terms constitutes acceptance of the updated Terms.

These Terms, together with ALLSTAR's Privacy Policy, Return Policy, and Shipping Policy (incorporated herein by reference), constitute the entire agreement between you and ALLSTAR with respect to your wholesale account and supersede all prior agreements, representations, or understandings relating to the same subject matter.

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

ALLSTAR's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.