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Terms and Conditions

Effective Date: 06/04/2026

Company Name: SecondMat LLC

These Terms and Conditions govern all orders, purchases, invoices, sales, quotes, shipments, deliveries, and transactions between SecondMat LLC (“Company,” “we,” “us,” or “our”) and any buyer, customer, reseller, business, individual, or entity purchasing goods from us (“Customer,” “Buyer,” “you,” or “your”).

By placing an order, submitting payment, accepting a quote or an invoice, receiving merchandise, or otherwise purchasing from us, you agree to be bound by these Terms and Conditions.

1. Wholesale and Business-to-Business Sales

All sales are intended for wholesale, resale, business, or commercial purposes. Buyer represents that they are purchasing merchandise for resale, business use, commercial use, or other non-personal consumer purposes unless otherwise agreed in writing.

We reserve the right to request business information, resale documentation, tax exemption certificates, seller’s permits, resale certificates, business licenses, or other verification documents before approving, processing, or releasing an order.

We may approve, reject, cancel, limit, or refuse any order at our sole discretion.

2. Products Covered

These Terms apply to all merchandise sold by the Company, including but not limited to:

  • Clothing, apparel, garments, activewear, outerwear, and fashion items

  • Shoes, sneakers, sandals, boots, and other footwear

  • Accessories, bags, hats, belts, jewelry, and related items

  • Mixed lots, wholesale lots, pallets, cases, bundles, boxes, and bulk inventory

  • New, used, pre-owned, returned, overstock, liquidation, shelf-pull, customer-returned, salvage, irregular, damaged, imperfect, closeout, discontinued, or assorted merchandise

  • Any other goods, inventory, products, or items sold by the Company

References to “products,” “goods,” “merchandise,” or “items” include all categories listed above and any other products sold by the Company.

3. Product Condition

Products may be sold in various conditions, including new, used, pre-owned, customer-returned, overstock, liquidation, shelf-pull, open-box, damaged, imperfect, irregular, distressed, salvaged, or mixed condition.

Unless expressly stated in writing by the Company, merchandise may show signs of handling, wear, storage, transportation, display, prior ownership, prior sale, return processing, missing tags, removed tags, damaged packaging, inconsistent labeling, odors, stains, discoloration, fading, holes, tears, scuffs, scratches, sole wear, loose threads, missing pieces, size inconsistencies, brand inconsistencies, style variations, packaging defects, or other imperfections.

Buyer acknowledges that wholesale, liquidation, used, returned, and mixed-condition merchandise may contain imperfect, damaged, incomplete, unsellable, or lower-grade items. Buyer accepts this risk as part of purchasing wholesale merchandise.

4. Used and Pre-Owned Merchandise

Used, pre-owned (also called pre-loved), returned, or previously handled merchandise is sold with the understanding that it may have visible or hidden wear, defects, damage, stains, odors, alterations, missing parts, missing tags, incorrect sizing, inaccurate labels, or other condition issues.

Used and pre-owned merchandise is not guaranteed to be clean, retail-ready, defect-free, complete, authenticatable by a third party, or suitable for any particular resale channel.

Buyer is solely responsible for inspecting, cleaning, steaming, repairing, sorting, grading, authenticating, photographing, measuring, listing, relabeling, repackaging, or otherwise preparing used or pre-owned merchandise for resale.

5. New Merchandise

Merchandise described as “new” may include overstock, shelf-pulls, closeouts, discontinued inventory, excess inventory, liquidation inventory, or other goods that have not necessarily been sold to an end consumer.

New merchandise may still have defects, damaged packaging, missing tags, price stickers, retail markdown labels, inconsistent packaging, shelf wear, signs of handling, warehouse dust, sizing discrepancies, manufacturer irregularities, or other imperfections.

The term “new” does not guarantee that merchandise is in perfect retail-store condition, free from defects, currently sold by the brand, covered by manufacturer warranties, or acceptable for resale on any specific platform or marketplace.

6. As-Is Sale

All merchandise is sold AS IS, WHERE IS, WITH ALL FAULTS, and without any warranty, representation, or guarantee of any kind, whether express or implied.

Buyer acknowledges and agrees that they are purchasing the merchandise based on their own judgment, inspection, review, experience, and business decision.

To the fullest extent permitted by law, the Company disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, condition, quality, quantity, authenticity, resale value, profitability, marketability, and suitability for any particular use or sales channel.

7. No Returns, Exchanges, or Refunds

All sales are final.

The Company does not accept returns, exchanges, cancellations, chargebacks, credits, deductions, price adjustments, replacements, or refunds for any reason, including but not limited to:

  • Buyer’s remorse

  • Unsold merchandise

  • Low resale performance

  • Marketplace restrictions

  • Brand restrictions

  • Platform removals

  • Account suspensions

  • Condition disagreements

  • Size, style, color, brand, category, or assortment variations

  • Damaged, defective, incomplete, missing, unsellable, or imperfect items

  • Lower-than-expected retail value or resale value

  • Items requiring cleaning, repair, sorting, or additional labor

  • Shipping delays or carrier issues

  • Failure to inspect merchandise before purchase or upon receipt

Once an order is placed, invoiced, paid, shipped, delivered, picked up, or released to Buyer or Buyer’s carrier, the sale is final.

8. Mixed Lots, Pallets, Bundles, and Assorted Inventory

Mixed lots, pallets, bundles, boxes, cases, and assorted inventory may include a variety of brands, sizes, styles, categories, colors, seasons, conditions, quantities, and values.

Any descriptions, manifests, photos, videos, examples, counts, estimated retail values, MSRP references, or product lists are provided for general informational purposes only and are not guaranteed unless expressly confirmed in writing by the Company.

Buyer understands that actual merchandise may vary from photos, samples, videos, listings, descriptions, or prior lots. No specific sell-through rate, profit margin, resale value, brand mix, size mix, condition ratio, or item assortment is guaranteed.

9. Counts, Quantities, and Descriptions

The Company makes reasonable efforts to provide accurate descriptions and quantities, but all counts, quantities, item numbers, sizes, brands, styles, categories, MSRP values, retail values, and condition descriptions are estimates unless expressly stated as guaranteed in writing.

Minor discrepancies in counts, quantities, descriptions, or product details do not entitle Buyer to a return, full refund, credit, chargeback, cancellation, or price adjustment. We work to ensure quantities are right, but will work with our customers if there are any discrepancies.

For wholesale, liquidation, used, and bulk merchandise, Buyer accepts that discrepancies may occur.

10. Photos, Videos, Samples, and Examples

Photos, videos, live show displays, product images, sample items, and example merchandise are for illustrative purposes only unless otherwise stated. They may not represent every item included in an order.

Lighting, screen settings, camera settings, packaging, handling, and other factors may affect the appearance of merchandise. Buyer is responsible for reviewing all available information before purchasing.

11. Pricing and Payment

Prices are subject to change without notice. Quotes, offers, and availability are not guaranteed until accepted by the Company and paid by Buyer, unless otherwise agreed in writing.

Payment must be made in full before merchandise is released, shipped, delivered, or picked up unless the Company has approved written payment terms.

Buyer is responsible for all applicable taxes, shipping fees, handling fees, processing fees, storage fees, duties, customs fees, chargeback fees, collection costs, and other costs related to the transaction unless otherwise agreed by the Company and by Buyer.

We reserve the right to cancel or withhold any order due to nonpayment, payment reversal, suspected fraud, inventory error, pricing error, documentation issue, or other business reason.

12. Sales Tax and Resale Certificates

Buyer is responsible for providing valid resale, exemption, or tax documentation before purchase if Buyer claims a tax exemption.

If Buyer does not provide valid documentation, we may charge applicable sales tax. Buyer is responsible for any tax, penalty, interest, assessment, or claim resulting from invalid, expired, incomplete, inaccurate, or improper tax documentation.

Buyer agrees to use purchased merchandise in compliance with all applicable resale, tax, and business laws.

13. Shipping, Delivery, and Pickup

Buyer is responsible for all shipping, freight, delivery, pickup, handling, loading, unloading, insurance, and transportation costs unless otherwise agreed in writing.

Shipping and delivery dates are estimates only and are not guaranteed. The Company is not responsible for delays caused by carriers, weather, customs, labor issues, incorrect addresses, missed appointments, Buyer delays, or events outside our control.

Risk of loss, damage, theft, delay, or shortage passes to Buyer once merchandise is released to Buyer, Buyer’s representative, Buyer’s carrier, freight provider, shipping company, delivery service, or pickup agent.

Buyer is responsible for inspecting shipments upon receipt and filing any claims directly with the carrier when applicable.

14. Storage and Abandoned Merchandise

If Buyer fails to pick up, schedule, receive, or arrange shipment of merchandise within the timeframe provided by the Company, the Company may charge storage, handling, or administrative fees.

Merchandise not picked up or shipped within the required timeframe may be considered abandoned, and the Company may resell, dispose of, donate, liquidate, or otherwise handle the merchandise without refund, credit, or liability, to the fullest extent permitted by law.

15. Buyer Inspection and Acceptance

Buyer is responsible for inspecting all merchandise before purchase when inspection is available, and immediately upon receipt when merchandise is shipped or delivered.

By taking possession of merchandise, arranging shipment, accepting delivery, or failing to notify the Company of any issue within the timeframe expressly provided in writing, Buyer confirms acceptance of the merchandise.

Acceptance does not create any right to return, refund, exchange, credit, or adjustment.

16. Resale Responsibility

Buyer is solely responsible for determining whether merchandise is suitable for resale, export, online marketplace listing, retail sale, wholesale sale, live sale, or any other commercial use.

Buyer is responsible for complying with all laws, regulations, marketplace rules, platform policies, brand restrictions, intellectual property rules, labeling rules, product safety requirements, advertising rules, consumer protection laws, and resale requirements applicable to Buyer’s business.

The Company does not guarantee that any merchandise may be sold on Amazon, eBay, Whatnot, TikTok Shop, Shopify, Walmart Marketplace, Facebook Marketplace, Instagram, Poshmark, Mercari, StockX, GOAT, or any other platform or marketplace.

17. Brand Names, Trademarks, and Intellectual Property

Any brand names, logos, trademarks, product names, or references are used only to identify merchandise and remain the property of their respective owners.

The Company is not affiliated with, sponsored by, endorsed by, or authorized by any brand unless expressly stated in writing.

Buyer is solely responsible for how Buyer advertises, lists, photographs, describes, markets, or resells merchandise.

18. No Guarantee of Profit or Resale Value

The Company does not guarantee profit, sell-through rate, resale price, retail value, MSRP accuracy, market demand, item popularity, platform eligibility, or business results.

Buyer assumes all business risk associated with purchasing and reselling merchandise.

19. Chargebacks and Payment Disputes

Buyer agrees not to initiate improper chargebacks, payment reversals, or payment disputes for merchandise sold under these Terms, including claims based on condition, assortment, resale value, Buyer’s remorse, or issues already disclosed or covered by these Terms.

If Buyer initiates a chargeback or payment dispute, Buyer remains responsible for the full purchase price, fees, shipping costs, chargeback fees, collection costs, legal fees, and any other costs incurred by the Company to recover the amount owed.

20. Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, punitive, exemplary, or lost-profit damages, including but not limited to lost sales, lost revenue, lost business opportunities, marketplace suspension, customer claims, labor costs, storage costs, shipping costs, cleaning costs, repair costs, or loss of goodwill.

The Company’s maximum liability for any claim related to any transaction shall not exceed the amount actually paid by Buyer to the Company for the specific merchandise giving rise to the claim.

21. Indemnification

Buyer agrees to defend, indemnify, and hold harmless the Company, its owners, members, managers, officers, employees, contractors, agents, affiliates, and representatives from any claims, damages, losses, liabilities, penalties, costs, expenses, chargebacks, disputes, legal fees, or demands arising out of or related to:

  • Buyer’s purchase, possession, storage, transportation, resale, use, or distribution of merchandise

  • Buyer’s violation of these Terms

  • Buyer’s violation of any law, regulation, marketplace rule, platform policy, or third-party right

  • Buyer’s advertising, listing, description, marketing, or resale of merchandise

  • Claims made by Buyer’s customers or third parties

22. Order Cancellation by Company

The Company may cancel, reject, limit, modify, or refuse any order at any time for any reason, including inventory errors, pricing errors, suspected fraud, nonpayment, documentation issues, shipping limitations, or business concerns.

If the Company cancels an order after payment and before merchandise is released, the Company may issue a refund of the amount paid for the canceled portion, unless funds are withheld due to fraud, dispute, unpaid balances, or other legal or contractual rights.

23. Force Majeure

The Company is not responsible for delays, failures, losses, or damages caused by events beyond its reasonable control, including but not limited to natural disasters, weather, fires, floods, labor disputes, carrier delays, supply shortages, government actions, customs delays, power outages, technology failures, pandemics, civil unrest, theft, or transportation disruptions.

24. Governing Law

These Terms and all transactions between Buyer and the Company shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

Any dispute shall be resolved in the courts located in California, unless the Company elects another lawful venue or dispute resolution method available under applicable law.

25. Entire Agreement

These Terms, together with any invoice, quote, purchase order, written agreement, or written order confirmation issued or accepted by the Company, constitute the entire agreement between Buyer and the Company regarding the transaction.

If there is a conflict between these Terms and an invoice or written agreement signed by the Company, the signed written agreement shall control only to the extent of the conflict.

No oral statements, messages, photos, videos, estimates, prior dealings, or informal communications modify these Terms unless expressly agreed in a written document signed by the Company.

26. Changes to These Terms

The Company may update or modify these Terms at any time. The Terms in effect at the time of purchase shall apply to that purchase unless otherwise required by law.

27. Buyer Acknowledgment

By placing an order, paying an invoice, accepting merchandise, arranging shipment, picking up goods, or purchasing from the Company, Buyer acknowledges and agrees that:

  • Buyer has read and understands these Terms and Conditions.

  • Buyer is purchasing merchandise for business, wholesale, resale, or commercial purposes.

  • All merchandise is sold as-is, where-is, with all faults.

  • Merchandise may include new, used, returned, damaged, imperfect, incomplete, unsellable, or mixed-condition items.

  • No returns, exchanges, refunds, cancellations, credits, or price adjustments are allowed.

  • Buyer assumes all risks associated with purchasing, handling, transporting, reselling, and using the merchandise.