Introduction and Scope

1.1. These Terms and Conditions (“Terms”) govern all trading activities, procurement services, logistics coordination, and use of the digital platform provided by IE Infinity (“we,” “us,” or “the Company”) to any registered business client (“Buyer” or “Partner”) accessing ieinfinity.com. 1.2. By placing an order, requesting a quote, or utilizing our inventory management services, the Buyer agrees to be bound by these Terms. These Terms supersede any conflicting terms in the Buyer’s own Purchase Orders (PO) unless expressly agreed to in writing by an authorized director of IE Infinity.

Account and Platform Use

2.1. B2B Only: Services are strictly for business entities. We do not sell to individual consumers (B2C). You represent that you are authorized to bind your organization to these Terms. 2.2. Secure Credentials: You are responsible for maintaining the confidentiality of your login credentials. Any trade executed through your account is considered a binding commitment by your organization.

Orders and Contract Formation

3.1. Quotes: All price quotations provided by IE Infinity are valid for 48 hours unless stated otherwise, due to the volatile nature of global commodities and freight rates. 3.2. Order Acceptance: A Purchase Order (PO) submitted by the Buyer constitutes an offer. A contract is formed only when IE Infinity issues a formal Sales Confirmation (SC) or Pro Forma Invoice (PI). 3.3. Minimum Order Quantities (MOQ): We reserve the right to enforce MOQs on specific Tier-1 brands or SKUs to maintain wholesale pricing structures.

Price and Payment

4.1. Currency: Unless otherwise agreed, all prices are quoted in USD (United States Dollars). 4.2. Payment Terms:

• Standard: 30% Deposit upon Order Confirmation, 70% Balance prior to shipment (Pre-Shipment).
• Credit: Credit terms (e.g., Net 30/60) are subject to approval by our trade finance partners and credit insurance providers. 4.3. Cross-Border Fees: The Buyer is responsible for all bank charges, wire transfer fees, and intermediary bank costs. The full invoice amount must be received by IE Infinity.

Global Logistics and Incoterms® 2020

5.1. Incoterms: All trades are governed by Incoterms® 2020. Unless specified otherwise in the Sales Confirmation:

• Default Term: EXW (Ex Works) for goods collected from our hubs (Dubai/Rotterdam).
• Distribution Term: CIP (Carriage and Insurance Paid To) or DDP (Delivered Duty Paid) for goods delivered to the Buyer’s facility. 5.2. Freight Optimization: When IE Infinity manages logistics, we act as an agent to arrange transport. While we select reputable carriers, we are not liable for delays caused by shipping lines, port congestion, or customs strikes.

The “Borderless Inventory” (Virtual Warehousing)

This section applies when IE Infinity holds stock on behalf of the Buyer (“Strategic Stockpile”).

6.1. Storage Services: We agree to store the Buyer’s inventory in our global partner hubs. The Buyer retains beneficial ownership, while IE Infinity acts as the custodian. 6.2. Storage Fees: Storage fees are billed monthly based on pallet count or cubic meter volume. Failure to pay storage fees for 90 days allows IE Infinity to exercise a General Lien on the goods, granting us the right to sell the inventory to recover debts. 6.3. Release of Goods: Inventory will only be released or shipped upon receipt of a valid “Release Order” through the IE Infinity portal and confirmation that all outstanding storage/handling fees have been paid.

Transfer of Title and Risk

7.1. Risk Transfer: Risk of loss or damage to the goods passes to the Buyer in accordance with the agreed Incoterm (e.g., under FOB, risk passes once goods are loaded on the vessel). 7.2. Title Transfer: Notwithstanding the passing of risk, Title (Legal Ownership) of the goods remains with IE Infinity until full payment has been received in cleared funds. 7.3. Retention of Title: Until title passes, the Buyer shall hold the goods as IE Infinity’s fiduciary agent and store them separately so they are identifiable as our property.

Inspection and Claims

8.1. Inspection Period: The Buyer must inspect goods immediately upon arrival. Any claims for shortages, damage, or non-conformance must be reported in writing within 5 business days of delivery. 8.2. Authenticity Guarantee: We guarantee that all products are authentic, original goods sourced from authorized channels or direct OEMs. 8.3. Remedy: Our liability for valid claims is limited to (a) replacing the non-conforming goods, or (b) issuing a credit note for the invoice value. We are not liable for consequential losses (e.g., lost profits).

Export Compliance and Sanctions

9.1. No Re-Export to Sanctioned Entities: The Buyer warrants that goods purchased from IE Infinity will not be sold, transferred, or re-exported to any country, entity, or individual subject to sanctions by the US (OFAC), EU, or UN. 9.2. End-User Documents: For certain sensitive technology products, the Buyer agrees to provide an End-User Certificate (EUC) upon request.

Force Majeure

10.1. We are not liable for failure to fulfill obligations due to events beyond our reasonable control, including but not limited to: Acts of God, war, trade embargoes, pandemics, port strikes, or seizure of goods by customs authorities (provided paperwork was correct).

Governing Law and Dispute Resolution

11.1. These Terms are governed by the laws of [Insert Jurisdiction, e.g., Hong Kong / UK / UAE]. 11.2. Arbitration: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the [Insert Arbitration Body, e.g., LCIA or HKIAC].

Implementation Note:

In Section 6 (Virtual Warehousing) and Section 7 (Title Transfer), I have included specific protection for your “Strategic Stockpile” model. This ensures that if a client asks you to hold stock for them but doesn’t pay, you have the legal right to sell that stock (Lien) to recover your costs. This is crucial for your business model.