1. Parties and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between SAM in USA LLC, a limited liability company organized under the laws of the State of Delaware, United States ("Company," "we," "us," or "SAM"), and the business entity or its authorized representative accessing our wholesale portal or purchasing our products ("Buyer," "you," or "your").

By (a) registering for or accessing the wholesale portal at portal.saminusa.shop, (b) submitting a purchase order, or (c) making payment for any order, you represent that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, do not use the platform or place any order.

2. Eligibility — Business Entities Only

Our platform and products are available exclusively to legally registered business entities. By creating an account or placing an order, you represent and warrant that:

• You are a duly organized and validly existing business (corporation, LLC, partnership, sole proprietorship, or equivalent in your jurisdiction);
• You have the legal authority to enter into binding contracts on behalf of that business;
• You are purchasing products for resale, distribution, or commercial use — not for personal, family, or household consumption;
• You hold all required business licenses and permits applicable to your operations;
• You are not located in a country subject to a U.S. government trade embargo or sanctions program administered by OFAC.

SAM reserves the right to terminate any account and cancel any order if the above representations are found to be false.

3. Portal Access and Account Security

Access to the wholesale portal is by invitation only. Invitations are non-transferable. Your account credentials are for your authorized use only and may not be shared, sublicensed, or otherwise transferred to any third party. You are responsible for all activity that occurs under your account. Notify us immediately at support@saminusa.shop if you suspect unauthorized access.

SAM may suspend or permanently terminate your account without prior notice for: (a) violation of these Terms; (b) fraudulent, abusive, or illegal activity; (c) non-payment; or (d) at SAM's sole discretion for any business reason.

4. Products, Pricing, and Availability

Product descriptions, images, nutritional information, and specifications displayed on the portal are provided for informational purposes. While we make every effort to ensure accuracy, SAM does not warrant that product information is error-free, complete, or current. Some product details are generated with AI-assisted enrichment tools; buyers should independently verify product specifications for regulatory or compliance purposes.

Pricing: All prices are in U.S. Dollars (USD) and represent per-case wholesale prices. Prices are subject to change without prior notice. The price displayed at the time you submit your order, and confirmed in your order confirmation email, is the binding price for that specific order.

Availability: All orders are subject to product availability. If a product becomes unavailable after order placement, SAM will notify you and provide options to substitute, reduce the order, or cancel the affected line item with a corresponding adjustment to the order total.

5. Minimum Order Requirements

The minimum order quantity is one (1) full pallet. Pallet count is calculated by the platform using TI×HI specifications and case dimensions. Mixed-product pallets are permitted. Orders that do not meet the one-pallet minimum will not be processed. SAM reserves the right to reject or hold orders that appear to circumvent minimum order policies.

6. Order Placement and Confirmation

An order submitted through the portal constitutes an offer to purchase subject to SAM's acceptance. An order is not binding on SAM until you receive a written order confirmation from SAM (delivered by email to the address on your account). SAM reserves the right to refuse or cancel any order at its discretion, including in cases of pricing errors, suspected fraud, or product unavailability.

Order Cancellation by Buyer: You may cancel an order at any time before payment has cleared. Once payment has been received and confirmed by SAM, the order is final and no cancellation, modification, or refund will be issued except as expressly provided in Section 11 (Claims and Remedies) of these Terms.

7. Payment Terms

7.1 Accepted Payment Methods

• Wire Transfer (ACH/SWIFT): Preferred method. Wire instructions will be provided in your order confirmation.
• Cashier's Check: Bank-issued check made payable to "SAM in USA LLC." Funds must clear before shipment.
• Certified Check: Certified by the issuing bank. Accepted for all order amounts.
• Credit/Debit Card: Accepted after order confirmation for approved accounts. Card payments may be subject to a processing fee disclosed at the time of payment.

Personal checks, money orders, and cryptocurrency are not accepted. Payment must be made in U.S. Dollars.

7.2 Payment Due Date

Payment is due upon receipt of the order confirmation, and in all cases before goods are released from SAM's warehouse. Orders will be held for up to five (5) business days awaiting payment. After five business days without payment, SAM may cancel the order and return the goods to available inventory without further notice or liability.

7.3 Late Payment

For any amount past due under separately negotiated credit terms, interest shall accrue at the rate of 1.5% per month (18% annually), or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of full payment. SAM may also suspend access to the portal and withhold pending orders until all overdue amounts, including accrued interest, are paid in full.

7.4 Disputed Invoices

If you dispute any invoice amount, you must notify SAM in writing at support@saminusa.shop within ten (10) business days of receiving the invoice. Undisputed amounts remain due on their original due date.

8. Shipping, Title, and Risk of Loss

Unless otherwise agreed in writing, all sales are made FOB (Free On Board) Origin — SAM's warehouse location. Title to goods and risk of loss or damage transfer to Buyer at the point at which freight is accepted by the carrier at SAM's warehouse. SAM is not liable for loss, damage, delay, or failure in delivery after the freight transfer point.

For international orders, Incoterms® (CIF, DAP, or other) may be agreed in writing prior to order placement. Absent such written agreement, FOB Origin applies.

Buyer is responsible for arranging freight insurance appropriate to the value of the goods. SAM strongly recommends that international buyers obtain cargo insurance covering all-risk, including general average.

9. International Orders and Export Compliance

Buyer is solely responsible for compliance with all applicable import, export, and customs laws and regulations of the destination country, including without limitation:

• Payment of all import duties, tariffs, value-added taxes (VAT), customs clearance fees, and port charges;
• Obtaining all necessary import licenses, permits, phytosanitary certificates, or other regulatory approvals;
• Compliance with labeling, packaging, and food safety regulations of the destination country;
• Compliance with U.S. Export Administration Regulations (EAR) if re-exporting goods from the United States.

SAM's landed cost calculator provides estimates only — actual duties and taxes may differ. SAM makes no warranty as to the accuracy of customs estimates and shall not be liable for any customs delays, seizures, or additional charges incurred by Buyer.

Buyer represents that it will not re-export, resell, or transfer goods to any country, entity, or individual subject to U.S. sanctions administered by the Office of Foreign Assets Control (OFAC), the Commerce Department's Bureau of Industry and Security (BIS), or any other applicable U.S. government agency.

10. No Returns — All Sales Final

Once payment has cleared, all sales are final. SAM does not accept returns of goods for any reason except as expressly provided in Section 11 below. By submitting payment, Buyer acknowledges and agrees to this policy.

This no-return policy reflects the nature of our business: we deal in bulk food, beverage, and consumer goods products. Returns would compromise product integrity, regulatory compliance, and supply chain hygiene. Buyers are encouraged to request product samples or documentation before committing to large orders.

11. Claims — Damaged, Defective, or Wrong Items

SAM will address claims only under the following narrow circumstances:

• Goods were visibly damaged in transit and damage was noted on the carrier's Bill of Lading (BOL) at delivery;
• Goods received do not match the SKU(s) confirmed on the order (wrong items shipped); or
• There is a documented shortage in the quantity received versus quantity invoiced.

Claim Deadline: All claims must be submitted within five (5) business days of the delivery date by emailing support@saminusa.shop with: (a) your order number; (b) photographs of damaged goods and packaging; (c) a copy of the signed BOL noting the damage; and (d) a detailed written description of the claim.

Claims submitted after five business days will not be accepted under any circumstances. Acceptance of delivery without notation of damage on the BOL creates a presumption that goods were received in good condition.

Remedy: SAM's sole obligation upon a valid claim is, at SAM's option: (a) replacement of the affected goods in a future order; (b) credit against a future order; or (c) a partial refund equal to the invoice value of the verified damaged or missing goods. No refund will be issued for any amount exceeding the invoice value of the verified claim.

12. Intellectual Property and Confidentiality

All content on the SAM portal and website — including product data, pricing, catalog structure, images, and software — is the proprietary property of SAM in USA LLC or its licensors. Buyer may not reproduce, scrape, extract, distribute, or create derivative works from SAM's content without express prior written consent.

Buyer agrees to treat SAM's wholesale pricing, product availability, supplier information, and any non-public business information as strictly confidential and not disclose it to any third party.

13. AI-Assisted Product Information Disclosure

SAM uses artificial intelligence tools, including the Anthropic Claude API, to assist with product data enrichment, HS code classification, and description generation. While we review AI-generated content for accuracy, product information generated with AI assistance may contain errors or omissions. Buyers relying on product data for regulatory compliance, import declarations, or resale labeling must independently verify all specifications. SAM expressly disclaims liability for any errors in AI-generated product content.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAM'S TOTAL LIABILITY TO BUYER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS, ANY ORDER, OR THE SALE OF GOODS SHALL NOT EXCEED THE TOTAL INVOICE VALUE OF THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL SAM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF SAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of consequential damages; in such jurisdictions, SAM's liability is limited to the greatest extent permitted by law.

15. Indemnification

Buyer shall indemnify, defend, and hold harmless SAM in USA LLC, its members, managers, officers, employees, agents, and successors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's breach of these Terms; (b) Buyer's use of the portal; (c) Buyer's resale, distribution, or further processing of purchased goods; (d) Buyer's failure to comply with applicable import, export, or food safety laws; or (e) any third-party claims resulting from Buyer's business operations.

16. Force Majeure

SAM shall not be liable for any delay or failure in performance resulting from causes beyond SAM's reasonable control, including without limitation: acts of God, natural disasters, pandemics, government actions or regulations, port closures, freight carrier failures, strikes, civil unrest, wars, supply chain disruptions, or inability to procure materials or transportation. In such events, SAM will notify Buyer promptly and the parties will work in good faith to reschedule the affected order.

17. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SAM SELLS ALL GOODS "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAM DOES NOT WARRANT THAT GOODS ARE SUITABLE FOR ANY SPECIFIC REGULATORY MARKET WITHOUT INDEPENDENT VERIFICATION BY BUYER.

18. Governing Law

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19. Dispute Resolution

Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, any order, or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, or by video conference if mutually agreed. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: All disputes must be brought in the parties' individual capacities, and not as a plaintiff or class member in any class action or representative proceeding. Buyer waives the right to participate in any class, consolidated, or representative action.

Injunctive Relief: Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

20. General Provisions

• Entire Agreement: These Terms, together with any written order confirmation, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
• No Waiver: SAM's failure to enforce any provision of these Terms shall not constitute a waiver of SAM's right to enforce it in the future.
• Amendment: SAM may modify these Terms at any time. Updated Terms will be posted on saminusa.shop with a revised effective date. Continued use of the portal or placement of orders after such posting constitutes acceptance of the updated Terms.
• Language: The English language version of these Terms is the controlling version. Any Arabic translation is provided for convenience only and shall not be relied upon to interpret or construe these Terms.
• Contact: Legal notices must be sent to support@saminusa.shop or by mail to SAM in USA LLC, Delaware, USA.