Terms of Service

1. Acceptance

These Terms of Service (the "Terms") are a binding agreement between you ("Client", "you") and VMA Global Trade LLC ("VMA", "we", "us"). By requesting a quote for our services, signing a proposal or instructing us to begin work, you accept these Terms. Where a signed services agreement or a written proposal exists between us, that document controls if it conflicts with these Terms.

2. Our role, and what we are not

VMA provides advisory and representation services to buyers purchasing goods from manufacturers, principally in China. We act on your instructions and in your interest.

• We do not sell you goods. We do not manufacture, we do not take title to merchandise and we hold no inventory.
• We are not the importer of record, the seller of record, a customs broker, a freight forwarder or a carrier.
• The purchase contract is between you and the manufacturer. You place the order, you pay the supplier and the goods are yours from the moment title passes under that contract.
• Freight is contracted with a forwarder, and any U.S. customs entry is filed by a licensed customs broker. Both are engaged by you, under their own terms, whether or not we introduce them.
• We are not your attorney, accountant or licensed customs advisor, and nothing we provide is legal, tax or customs advice within the meaning of those professions.

3. Scope of work

• Each engagement is defined in a written proposal stating the services, the deliverables, the timeline and the fee. Work outside that scope is quoted separately before it starts.
• Deliverables are typically reports, supplier files, comparison sheets, specifications, inspection reports and coordination. They are informational and support your decision; the decision remains yours.
• Timelines we state are estimates that depend on supplier response, sample rounds, factory schedules and holiday closures.
• We may use qualified subcontractors, including inspectors and agents in China. We remain responsible for their work under these Terms.

4. Client obligations

• Give us accurate specifications, target prices, volumes and deadlines, and tell us promptly when they change.
• Respond to sample approvals, quote comparisons and inspection findings within the agreed timeframes. Silence stops the project.
• Make your own commercial decision on every supplier, price and order. We recommend; you decide.
• Hold the registrations, licenses and permits needed to import and sell the product, and comply with the law where you sell it.
• Pay suppliers, forwarders, brokers, duties and taxes directly and on time. Delays in those payments are outside our control.

5. Fees and payment

• Our fee is a fixed project fee or a monthly retainer, stated in the proposal before work begins.
• We do not accept commissions, rebates, gifts or any other payment from suppliers, and we do not mark up the goods. Our compensation comes only from the Client.
• Unless agreed otherwise, an engagement starts when the initial payment is received. Retainers are invoiced monthly in advance.
• Pass-through costs such as travel to a factory, third-party laboratory testing, courier of samples and government fees are quoted and approved before they are incurred.
• Cancellations, suspensions and refunds are governed by our Fees, Cancellations & Refunds Policy, which forms part of these Terms.
• Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower, and we may suspend work while an account is overdue.

6. Suppliers and your purchase contract

• We identify, screen and recommend suppliers, and we negotiate on your behalf when you instruct us to. We do not guarantee the performance, solvency or honesty of any supplier.
• Any purchase order, contract or payment term is agreed and signed by you. We may prepare or review drafts, but we are not a party to them.
• Where a supplier fails to deliver, delivers late or delivers non-conforming goods, the claim belongs to you under your contract with them. We will support you with the documentation, the evidence and the negotiation, at no extra fee where the engagement is still active.
• We recommend staged payments and inspection before the balance. Where a Client chooses to pay in full up front against our advice, the resulting risk is the Client's.

7. Inspection and its limits

• Inspections are performed on a sample basis, normally to an AQL standard agreed in advance, at a point in time and against the specification and approved sample you provided.
• An inspection is not a guarantee that every unit in the lot conforms, and it does not transfer the manufacturer's responsibility for quality to us.
• We report what we find, with photographs and measurements. The decision to approve, rework or reject the shipment is yours.
• Where you decline a recommended inspection, we are not responsible for defects that inspection would reasonably have detected.

8. Compliance screening

All engagements are subject to our Trade Compliance Policy. We screen products, suppliers and destinations, and we decline or stop work on any project that would breach U.S. sanctions, import prohibitions, intellectual property rights or product safety law, without liability for consequential loss.

9. Confidentiality

• We treat your product designs, specifications, prices, volumes and customer information as confidential, and we use them only to perform the engagement.
• We disclose to a supplier only what is necessary to obtain a quote or produce the goods, and we ask suppliers for confidentiality undertakings where the design warrants it.
• Supplier identities, our screening reports and our price analysis are our confidential information and are provided for your internal use.
• These obligations survive the end of the engagement for three (3) years, and indefinitely for trade secrets.

10. Non-circumvention

Factory identities, contacts and cost information we develop for you are the product of our work. For the term of the engagement and twelve (12) months after it ends, you agree not to disclose them to a third party who competes with us, and not to use them to place work through another agent for the same product. This does not restrict you from continuing to buy directly from those suppliers, which is precisely what our service is for.

11. Intellectual property

• Your designs, drawings, trademarks and artwork remain yours. You grant us a limited license to use them solely to obtain quotes, produce samples and manage production for you.
• You warrant that the product you ask us to source does not infringe a third party's intellectual property, and you indemnify us against claims that it does.
• Reports, comparison sheets and templates we create remain our intellectual property; you receive a perpetual license to use them for your own business.
• The VMA name, mark, this website and its content remain ours. You may not present VMA as a supplier, partner or guarantor of your goods without our written consent.

12. Warranties and disclaimers

• We warrant that our services will be performed with reasonable skill, care and diligence, by people competent to perform them.
• We give no other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, in relation to goods manufactured by third parties.
• We do not guarantee commercial outcomes. Nothing we say about prices, savings, demand, margins or delivery dates is a promise of results.
• Duty rates, classifications and regulatory requirements change. Our guidance reflects the rules as we understand them on the date given, and is not a substitute for a binding ruling or licensed advice.

13. Limitation of liability

• Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid us for that engagement in the twelve (12) months preceding the event giving rise to the claim.
• We are not liable for the acts or omissions of suppliers, carriers, forwarders, brokers or laboratories, including defective goods, late delivery, non-delivery, fraud by a supplier or seizure of a shipment.
• In no event are we liable for indirect, incidental, special, punitive or consequential damages, including lost profits, lost sales, lost customers, duties, penalties, storage or the value of the goods themselves.
• Nothing in these Terms excludes liability that cannot lawfully be excluded, including for fraud or willful misconduct.

14. Indemnification

You agree to defend, indemnify and hold harmless VMA, its members, officers, employees, agents and subcontractors from any claim, penalty, fine, seizure, loss, cost or expense (including reasonable attorney fees) arising out of the goods you chose to buy, your contract with a supplier, your listings and marketing, designs or artwork you supplied, your breach of these Terms, or your violation of customs, sanctions, product safety, consumer protection, tax or intellectual property law.

15. Term and termination

Either party may terminate an engagement on written notice. Fees for work performed up to termination remain payable, and pass-through costs already committed are reimbursed. Retainers are governed by the notice period in the proposal. Sections that by their nature survive, including confidentiality, non-circumvention, intellectual property, liability, indemnification and governing law, continue after termination.

16. Force majeure

We are not liable for failure or delay caused by events beyond our reasonable control, including factory shutdowns, Chinese New Year and other statutory holiday closures, power or production restrictions, port congestion, customs inspections, changes in tariffs, trade measures or export rules, weather, strikes, war, civil unrest, epidemic, government action, cyberattack or utility failure.

17. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising out of or relating to them shall be brought exclusively in the state or federal courts located in the State of Florida, and each party consents to jurisdiction and venue there. Each party waives any right to a jury trial and to participate in a class or representative action. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. General provisions

• Entire agreement: these Terms, the fees, privacy and trade compliance policies and any signed proposal are the complete agreement between the parties.
• Independent contractors: nothing here creates a partnership, joint venture, agency beyond the representation described, or employment relationship.
• Severability: if a provision is unenforceable, the rest remains in effect.
• No waiver: failure to enforce a provision is not a waiver of it.
• Assignment: you may not assign these Terms without our written consent; we may assign to a successor in interest.
• Notices: written notices are effective when sent to the email address on file.
• Changes: we may amend these Terms by posting a revised version with a new date. Engagements already underway continue under the version in force when they started.

Questions about this document

Write to legal@vmaglobaltrade.com or mail us at VMA Global Trade LLC, 1200 Brickell Ave, Suite 1950, Miami, FL 33131, United States. We respond to written requests within thirty (30) days.