Wholesale Terms and Conditions of Sale

1. We are Top Trumps USA Inc. ("Top Trumps," "we," "us," or "our"), a Delaware corporation with a registered office address at 150 Chestnut Street, 4th Floor, Suite 9, Providence, RI 02903.

2. By placing an order ("Order") to purchase products ("Products") on https://wholesale.toptrumps.com (the "Website"), you ("Buyer," "you," or "your") agree to be bound by these Wholesale Terms and Conditions of Sale (the "Terms").

3. Any applicable Order and these Terms constitute the entire agreement between Top Trumps and the Buyer, superseding all other agreements, assurances, warranties, representations, and understandings, whether oral or written, relating to the purchase of Products. These Terms shall prevail over any of the Buyer's terms and conditions of purchase, regardless of whether or when the Buyer submitted a purchase order or other such terms for its purchase of Products, and Top Trumps explicitly rejects any such additional, contrary, conflicting, or inconsistent terms.

4. Fulfillment of any portion of an Order shall not constitute acceptance of any of the Buyer's terms and conditions and shall not supersede, amend, or otherwise modify these Terms.

5. Top Trumps may, in its sole discretion, update these Terms from time to time without notice. In the event that Top Trumps updates these Terms, the Terms in effect as of the date of an applicable Order shall be binding upon the Buyer with respect to such Order.

Orders

6. Orders will be placed via https://wholesale.toptrumps.com. The Buyer will include all requested information when placing an Order.

7. All Orders are subject to a minimum order value of $[X]. Any Orders with a value less than $[X] will be automatically rejected.

8. After an Order is submitted, the Buyer will receive an email from Top Trumps confirming receipt of the Order. All Orders are subject to acceptance by Top Trumps at its sole discretion. Upon receipt of an Order, Top Trumps will check the stock availability of the relevant Products. If the Products are available, the Buyer will receive an order confirmation email, which constitutes acceptance of the Order ("Order Confirmation").

9. If Products in an Order are not available, Top Trumps will decline the Order and inform the Buyer via email. Any payment made for the unavailable Products will be refunded in full to the Buyer.

10. Upon dispatch of the Order, the Buyer will receive a shipping confirmation email, which shall include confirmation of dispatch and tracking information (if available) ("Shipping Confirmation").

11. Notwithstanding anything to the contrary in these Terms, acceptance by Top Trumps of the Buyer's payment for the Products pursuant to these Terms shall not constitute acceptance of an Order. In the event that the Buyer's Order is not accepted by Top Trumps, Top Trumps shall refund to the Buyer any amount paid with respect to such rejected Order.

12. The Buyer shall be responsible for ensuring the accuracy of any Order submitted by the Buyer and for checking and ensuring the accuracy of any Order Confirmation issued by Top Trumps.

13. In the event of any issues, delays, or queries related to an Order, the Buyer must inform Top Trumps via the contact form included in the Order Confirmation.

Cancellation

14. Orders may be amended or canceled by the Buyer prior to receipt of the Order Confirmation. Any subsequent requests for changes or amendments to an Order after receipt of the Order Confirmation are subject to Top Trumps' written approval, which may be granted at Top Trumps' sole discretion.

15. If an Order has been prepared for dispatch or dispatched prior to communication to Top Trumps of an Order cancellation request, the Buyer will be responsible for returning the Products at the Buyer's cost, if such cancellation is accepted by Top Trumps.

16. Top Trumps may cancel or reject any Order and not supply Products if it is reasonable to do so and may change or discontinue Product availability at any time. Under no circumstances will Top Trumps be liable to the Buyer in the event that Top Trumps does not have stock availability before Orders have been received. If an Order is canceled, any payment made by the Buyer will be promptly refunded in full.

Delivery

17. The Products will be delivered within a reasonable time, and in any event within five (5) days after the later of receipt of the Buyer's purchase order, if one has been submitted, or acceptance by Top Trumps of an Order, subject to the availability of Products specified in such Order. Top Trumps shall bear no liability for any delays, loss, or damage in transit.

18. Top Trumps will endeavor to comply with delivery dates requested by the Buyer; however, time shall not be of the essence. The Buyer shall have no claim whatsoever against Top Trumps in the event of Top Trumps' failure or inability, for whatever reason, to deliver the Products by such date, unless specifically agreed to in writing by Top Trumps.

19. Unless otherwise agreed in writing by Top Trumps, Top Trumps shall deliver the Products to the Buyer's delivery address specified in an applicable Order (the "Delivery Location") using Top Trumps' standard methods for packaging and shipping such Products, or, if different, the method of packaging and/or shipment set forth in an applicable Order accepted by Top Trumps ("Delivery").

20. Title and risk in the Products shall pass to the Buyer upon delivery of the Products at the Delivery Location.

21. If for any reason Top Trumps or a shipping carrier (or their agent) is unable to deliver the Products at the Delivery Location as a result of the Buyer's failure to provide appropriate delivery instructions, documents, licenses, or other necessary authorizations, upon the first attempted delivery at the Delivery Location: (i) the risk of loss to the Products shall pass to the Buyer; (ii) the Products shall be deemed to have been delivered.

22. Top Trumps shall bear no liability for any non-delivery of Products ("Non-Delivery") unless the Buyer provides written notice to Top Trumps of such non-delivery within three (3) days of the Delivery Date.

23. The Buyer shall inspect Products upon Delivery. The Buyer will be deemed to have accepted Products unless the Buyer promptly, but in any event within five (5) days of Delivery (the "Inspection Period"), provides written notice to Top Trumps that such delivered Products do not conform to the Products specified in an Order or are faulty ("Non-Conforming Products"), including photographic evidence of any such non-conformity.

24. If the Buyer notifies Top Trumps following Delivery and within the Inspection Period that any Products are Non-Conforming Products, Top Trumps shall, in its sole discretion, (i) replace such Non-Conforming Products, at Top Trumps' expense (exclusive of shipping costs), with Products conforming to the applicable Order, or (ii) credit or refund the price invoiced to the Buyer for such Non-Conforming Products, together with any reasonable shipping and handling expenses incurred by the Buyer in connection therewith. The Buyer shall ship, at its sole expense and risk of loss, any Non-Conforming Products to Top Trumps' return address as set forth in the applicable Order, save that any Products valued at under $10 MSRP do not need to be returned to Top Trumps.

25. The Buyer acknowledges and agrees that the remedies set forth in Section 24 shall be the Buyer's exclusive remedies in the event of any Delivery of Non-Conforming Products. Except as otherwise provided in Section 24, the Buyer shall have no right to return conforming Products delivered in accordance with these Terms.

Prices

26. All prices are shown on the Website in U.S. dollars and are subject to change without notice. The Buyer shall purchase the Products from Top Trumps at the price or prices (the "Price" or "Prices," as applicable) specified on the Website at the time the Order is accepted and as set forth in the applicable Order Confirmation.

27. Top Trumps will use reasonable endeavors to ensure prices shown on the Website are accurate; however, if an error in pricing is discovered, Top Trumps will notify the Buyer as soon as possible. The Buyer has the right to reconfirm the relevant Order at the corrected price or cancel the Order. If an Order is canceled, any payment made by the Buyer will be refunded in full.

28. Except as explicitly set forth in any applicable Order, all Prices are exclusive of any and all federal, state, or local sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any taxing authority on any amounts payable by the Buyer pursuant to an Order (collectively, "Taxes"). The Buyer shall be responsible for the payment of any such Taxes as set forth in an applicable Order.

29. Except as explicitly set forth in any applicable Order, all prices will be quoted exclusive of freight, delivery, and handling fees as applicable. Freight, delivery, and handling fees will be notified to the Buyer prior to submission of the Order, based on the delivery address in the Order.

30. Top Trumps may provide the Buyer with a manufacturer’s suggested retail price for Products appearing in an Order ("MSRP"). The Buyer shall have the right to sell such Products at retail to its customers at a price it deems appropriate, in its sole discretion, notwithstanding Top Trumps' provision of an MSRP, and nothing contained in these Terms shall be construed as obligating the Buyer to sell any Products at or above an MSRP provided by Top Trumps.

Payment Terms

31. The Buyer shall pay all amounts due to Top Trumps in relation to any Order upon submission of the Order on the Website unless other payment terms are agreed in writing by Top Trumps. All amounts due shall be paid in full, without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

32. In the event of late payment of any invoiced amounts (or any due payment thereof), interest shall accrue at a rate of 5% per annum above the prime rate of interest charged by Bank of America, N.A., commencing on the date such payment became late and continuing until the date of payment. The Buyer shall reimburse Top Trumps for all costs incurred in collecting any late payments, including, without limitation, third-party collection agency costs. Acceptance by Top Trumps of any late payment shall not operate to excuse or otherwise relieve the Buyer from its obligation to pay interest accrued thereon as of the date of such late payment. Top Trumps' acceptance of any late payments, whether or not such payments include late payment fees accrued thereon, shall not be deemed to diminish or otherwise restrict or modify Top Trumps' rights or privileges set forth in these Terms. Top Trumps shall have the absolute right, in addition to all other rights and remedies available under these Terms, at law or in equity, to suspend the delivery of any Products if the Buyer fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof.

Resale

33. The Buyer covenants to Top Trumps that it is purchasing the Products for resale by the Buyer to the Buyer's customers through the Buyer's website or other standard sale channels and that the Buyer shall not sell or distribute the Products through a third-party marketplace, including but not limited to any marketplace owned, established, or maintained by Amazon Services LLC and/or its affiliates, Target, or Walmart, etc. ("Amazon Marketplace," "Target+," "Walmart Marketplace," etc.). In the event that the Buyer breaches the covenant contained in this Section 33, Top Trumps shall have the right to immediately terminate this Agreement without notice. In the event that the Buyer lists, sells, or distributes the Products through an Amazon Marketplace in violation of this Section 33, the Buyer agrees to indemnify, defend, and hold harmless Top Trumps from and against any and all liability of the Buyer to Amazon Services LLC and/or its affiliates for any breach by the Buyer of any terms, policies, or conditions of use of an Amazon Marketplace by the Buyer. The Buyer further agrees that Top Trumps shall have the absolute right, in addition to all other rights and remedies available under these Terms, at law or in equity, to injunctive relief for any violation of this Section 33.

34. The Buyer shall not, without Top Trumps' prior written permission: (i) export or sell the Products or supply the Products for export outside of the United States of America, (ii) advertise, canvass, or attempt to sell the Products for export to any territory outside of the United States of America, or (iii) sell the Products to any third party within the United States of America which the Buyer knows, or reasonably should know, intends to resell into any country outside the United States of America.

Confidentiality

35. Each Party undertakes that it shall not (at any time during any applicable Order and for a period of three (3) years after termination of the Terms or any applicable Order, or three (3) years after the date of delivery of the last open Order), disclose to any third party any confidential information concerning the business, affairs, customers, clients, suppliers, prices, pricing structure, or any other information that would reasonably be deemed to be confidential, belonging to the other Party, except as permitted by Section 36.

36. Each Party may disclose the other Party’s confidential information: (i) to its employees, officers, representatives, contractors, subcontractors, consultants, or advisers who need to know such information for the purposes of exercising that Party’s rights or carrying out its obligations under the Terms. Each Party shall ensure that any individual to whom confidential information is disclosed pursuant to this sub-clause is made aware of and complies with the confidentiality obligations in these Terms; (ii) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority; and/or (iii) to its legal, financial, and other similar professional advisers.

37. Neither Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Terms.

38. For the avoidance of doubt, in the event that Top Trumps discloses copies or details of any of its third-party licenses to the Buyer, the Buyer agrees and undertakes to keep all terms of such third-party licenses confidential without limitation as to time and will ensure the same in respect of any party to whom such license may also have been disclosed.

Intellectual Property

39. The sale of the Products to the Buyer in no way conveys to the Buyer, expressly or by implication, estoppel, or otherwise, any license to any patent, copyright, trademark, trade secret, or other intellectual property rights in the Products. Top Trumps expressly reserves and retains all intellectual property rights in the Products. The Buyer shall not, and shall not permit any third party to, copy, reproduce, manufacture, or have manufactured, in whole or in part, any Products.

40. Specifications and designs of the Products (including the copyright, design right, or other intellectual property right in them) shall, as between the parties, be the property of Top Trumps. In the event that the Buyer wishes to use any of Top Trumps' intellectual property rights in respect of advertising, promoting, or marketing the Products, the Buyer will first obtain Top Trumps' written permission to do so (such permission not to be unreasonably withheld).

41. The Buyer acknowledges and accepts that the Products may include intellectual property rights of third-party licensors of Top Trumps. Such third-party licensors may impose obligations and restrictions on how Products featuring their respective intellectual property rights may be sold, distributed, marketed, promoted, or advertised; including restrictions in respect of channels of distribution for such Products; territory distribution restrictions for such Products; and/or marketing, promotion, and advertising restrictions in respect of such Products. The Buyer acknowledges that such restrictions and obligations as may be imposed on Top Trumps may also apply to the Buyer. The Buyer undertakes to comply fully with all such third-party licensor restrictions and obligations that may be imposed on Top Trumps, subject to first receiving notice from Top Trumps of the details of such restrictions and obligations.

42. The Buyer agrees to indemnify and hold harmless on demand Top Trumps from all liabilities, claims, actions (whether issued or threatened), costs, expenses, damages, and losses (excluding indirect or consequential losses, loss of profit, loss of reputation), and all reasonable legal and other professional costs and expenses arising from the Buyer's breach of the undertaking by the Buyer in Section 35.

Warranty

43. Top Trumps warrants to the Buyer that for a period of one (1) year from the date of shipment of the Products (the "Warranty Period"), such Products will be free from material defects in material and workmanship.

44. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THESE TERMS, TOP TRUMPS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

45. Top Trumps shall not be liable for a breach of the warranty set forth in Section 43 unless: (i) the Buyer gives written notice of the defect, reasonably described, to Top Trumps within five (5) days of the time when the Buyer discovers or could have discovered the defect (a "Defect Notice"); (ii) Top Trumps is given a reasonable opportunity after receiving a Defect Notice to examine such Products, and the Buyer returns such Products to Top Trumps at the Buyer's cost for such examination; and (iii) Top Trumps determines, in its commercially reasonable discretion, that such defects exist and that the Products do not conform with the warranty provided in Section 43.

46. Under no circumstances shall Top Trumps be liable for a breach of the warranty set forth in Section 43 if: (i) the Buyer makes any further use of such Products after giving a Defect Notice; (ii) a defect arises because the Buyer failed to follow Top Trumps' oral or written instructions as to the storage, use, or maintenance of the Products; or (iii) the Buyer alters or repairs such Products without the prior written consent of Top Trumps.

47. With respect to any such Products during the Warranty Period, Top Trumps shall, in its sole discretion, either: (i) repair or replace such Products; or (ii) credit or refund the Price of such Products at the pro-rata Order rate.

48. THE REMEDIES SET FORTH IN SECTION 47 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY, AND TOP TRUMPS SHALL HAVE NO OTHER LIABILITY TO THE BUYER, FOR ANY BREACH OF THE WARRANTY CONTAINED IN SECTION 43.

Indemnity

49. The Buyer shall indemnify, defend, and hold harmless Top Trumps, its officers, directors, employees, and agents, from and against any costs, damages, liabilities, claims, actions, or demands, including, but not limited to, reasonable legal and accounting fees, (collectively, "Claims") alleging, resulting from, or arising in connection with: (i) the Buyer's use of the Products; (ii) the Buyer's breach of these Terms; or (iii) the Buyer's sale of the Products to or for the Buyer's customers. Top Trumps shall provide notice to the Buyer promptly of any such claim, suit, or proceeding and may, at Top Trumps' discretion, assist the Buyer, at the Buyer's expense, in defending any such claim, suit, or proceeding.

Limitation of Liability

50. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, TOP TRUMPS SHALL NOT BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, RELIANCE, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST OR ANTICIPATED REVENUES OR PROFITS), ARISING FROM OR RELATED TO THE PRODUCTS OR THE BUYER'S USE OF THE PRODUCTS, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY OR NEGLIGENCE).

51. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOP TRUMPS' TOTAL CUMULATIVE LIABILITY TO THE BUYER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE PRODUCTS EXCEED THE VALUE OF THE APPLICABLE ORDER.

52. The limitation of liability set forth in Sections 50 and 51 above shall not apply to any (i) liability resulting from Top Trumps' gross negligence or willful misconduct or (ii) any death or bodily injury resulting from Top Trumps' acts or omissions.

Termination

53. In addition to any other remedies that may be provided under these Terms, at law or in equity, Top Trumps may immediately terminate these Terms and any applicable Order(s) without notice if the Buyer: (i) fails to pay any amounts owed when due under these Terms and such failure continues for seven (7) days after the date of such written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or any assignment for the benefit of its creditors.

54. Upon termination for any reason, the Buyer shall immediately pay to Top Trumps all undisputed outstanding unpaid invoices and interest, and in respect of Products supplied but for which no invoice has been submitted, Top Trumps shall submit an invoice, which shall be payable by the Buyer immediately upon receipt.

55. Termination, however arising, shall not affect either Party's rights and remedies that have accrued as of the date of termination. Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

General Terms

56. Amendment; Modification. These Terms may be amended by Top Trumps from time to time in Top Trumps' sole discretion.

57. Force Majeure. Neither Party shall be in breach of the Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Terms if such delay or failure results from a Force Majeure Event, including but not limited to acts of God, acts of terrorism, fire, natural disaster, labor stoppage, government intervention, war or military hostilities, inability of carriers to make scheduled deliveries, or any act beyond the reasonable control of either Party. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) consecutive months or more, the Party not affected may terminate the Terms and any applicable Order by giving fifteen (15) days' written notice to the affected Party. Payment obligations shall not be subject to any Force Majeure Event under any circumstances in respect of Orders which have been accepted and/or fulfilled by Top Trumps, save that payment obligations will be suspended in respect of any Orders which Top Trumps has not yet dispatched or is unable to fulfill due to a Force Majeure Event. Any delivery date may be extended, at Top Trumps' option, to the extent of any delay resulting from any Force Majeure Event.

58. Compliance. The Buyer shall comply with all laws, rules, orders, regulations, and ordinances ("Laws") applicable to these Terms and to the Buyer's purchase and/or use or resale of the Products. The Buyer shall maintain in effect at all relevant times all licenses, permissions, authorizations, consents, and permits necessary or required by Laws to carry out its obligations under these Terms.

59. Waiver. No waiver by Top Trumps of any of the provisions of these Terms shall be effective unless such waiver is expressly set forth in writing and signed by Top Trumps. Neither a failure to exercise nor any delay in exercising any right, remedy, power, or privilege arising from these Terms shall operate as, or be construed or deemed to be, a waiver thereof. The exercise of any right, remedy, power, or privilege hereunder by Top Trumps shall not preclude the exercise of any other right, remedy, power, or privilege available to Top Trumps, either under these Terms or at law or in equity.

60. Assignment. The Buyer may not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Top Trumps. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation shall relieve the Buyer of any of its obligations under these Terms.

61. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

62. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder ("Notices") shall be in writing and addressed to the parties at the addresses set forth on the applicable Order or to such other address that may be designated by the receiving party in writing from time to time. All Notices shall be delivered by certified or registered mail. Except as otherwise provided in this Agreement, Notices shall be effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

63. Severability. If any term or provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

64. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Rhode Island. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, their subject matter, or formation, will be subject to the non-exclusive jurisdiction of the courts of the State of Rhode Island.