Terms & Conditions

In these Terms and Conditions, the following terms shall have the meanings ascribed to them below. Where the context requires, words in the singular shall include the plural and vice versa.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Vehilllc governing your access to and use of our website, catalogue, and wholesale services. By accessing our website, submitting a wholesale enquiry, requesting a quote, or placing an Order, you confirm that:

• You have read, understood, and agree to be bound by these Terms in their entirety;
• You are duly authorised to enter into legally binding agreements on behalf of your business entity;
• Your business is a legitimately registered commercial entity and you are not acting as an individual consumer;
• You are at least 18 years of age;
• All information you provide to Vehilllc is accurate, complete, and not misleading.

These Terms apply in addition to any separate wholesale supply agreement, non-disclosure agreement, or other contractual documentation executed between Vehilllc and the Client. In the event of conflict, the terms of any separately executed written agreement shall prevail over these Terms to the extent of the inconsistency.

Vehilllc operates exclusively as a business-to-business (B2B) wholesale distributor. Our products and services are available only to qualified wholesale buyers. To be eligible to submit a wholesale enquiry or place an Order, you must:

Vehilllc reserves the right, at its sole discretion, to decline any enquiry, reject any application for a wholesale account, or terminate an existing business relationship if we determine that the eligibility criteria are not, or are no longer, satisfied.

A. Product Showcase

The Vehilllc website serves as a wholesale product showcase. All product listings, descriptions, images, and specifications displayed are for informational and enquiry purposes only. Product availability, pricing, and specifications are subject to change without notice.

B. Pricing

All prices quoted or displayed by Vehilllc are:

• Quoted in United States Dollars (USD) unless otherwise specified in writing;
• Exclusive of applicable federal, state, and local taxes, customs duties, and import charges unless explicitly stated;
• Exclusive of freight, shipping, and insurance costs unless agreed otherwise;
• Subject to change without prior notice until a formal Order is accepted by Vehilllc in writing;
• Valid only for the period specified in the written quotation — typically 30 days from the date of issue.

C. Product Accuracy

While we make every reasonable effort to ensure that product descriptions, images, and specifications on our website are accurate, we do not warrant that all information is error-free, complete, or current. Minor variations in product appearance, dimensions, or packaging may occur. Clients are advised to request product samples where accuracy is critical to their business requirements.

D. Product Availability

All products are offered subject to availability. Vehilllc does not guarantee the continuous availability of any specific product or SKU. In the event that a product becomes unavailable after an Order is accepted, we will notify you promptly and offer an equivalent substitute or a full refund of any deposit paid.

A binding wholesale contract between Vehilllc and the Client is formed only upon the following conditions being satisfied:

Vehilllc reserves the right to decline any order at its sole discretion, including but not limited to orders that cannot be fulfilled due to stock constraints, compliance concerns, or geographic restrictions. If an order is declined after a deposit has been paid, the deposit will be refunded in full within 10 business days.

A. Payment Methods

Vehilllc accepts the following payment methods for wholesale orders:

• Bank wire transfer (preferred for international orders)
• ACH transfer (for US-based clients)
• Company cheque (subject to clearance; US clients only)
• Other methods as agreed in writing on a case-by-case basis

Credit card payments are not accepted for wholesale orders. All bank charges, wire transfer fees, and currency conversion costs are to be borne by the Client.

B. Payment Schedule

C. Late Payment

If payment is not received by the due date, Vehilllc reserves the right to:

• Charge interest on the overdue amount at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower);
• Suspend processing of any pending or future orders until all outstanding amounts are settled;
• Engage a third-party debt collection agency and recover reasonable collection costs from the Client;
• Terminate the wholesale supply agreement with immediate effect upon written notice.

D. Currency & Taxes

All invoices are issued in USD. The Client is solely responsible for any import duties, customs fees, VAT, GST, or other taxes applicable in their country of import or operation. Vehilllc's prices do not include such charges unless expressly stated in the written quotation.

A. Shipping Terms

Unless otherwise agreed in writing, all shipments are made on an Ex Works (EXW) basis from our warehouse in Poway, California, USA, in accordance with Incoterms 2020. Title and risk of loss pass to the Client upon delivery of the goods to the first carrier.

Vehilllc can arrange freight and logistics services on behalf of the Client at the Client's cost and risk. Such arrangements do not constitute a transfer of risk or liability to Vehilllc.

B. Estimated Lead Times

C. Inspection & Damaged Goods

The Client must inspect all goods upon delivery and notify Vehilllc in writing of any damage, shortage, or discrepancy within 5 business days of receipt. Claims made after this period will not be accepted. Photographic evidence of any damage must be provided to support a claim. Goods accepted without timely notification shall be deemed to be in satisfactory condition.

D. Export Compliance

The Client is solely responsible for ensuring that the import of Vehilllc's Products into their country complies with all applicable import regulations, product safety standards, labelling requirements, and customs laws. Vehilllc shall not be held liable for any confiscation, rejection, or penalty arising from the Client's failure to comply with import regulations.

A. Return Policy

Due to the nature of wholesale distribution, Vehilllc does not accept returns of Products that are in merchantable condition and were correctly supplied in accordance with the Order Confirmation. Returns will only be considered under the following circumstances:

• Products are materially defective or damaged at the time of delivery (supported by photographic evidence submitted within 5 business days of receipt);
• Products supplied differ materially from the specifications confirmed in the Order Confirmation;
• Incorrect products or quantities were shipped due to an error on Vehilllc's part.

All authorised returns must be pre-approved by Vehilllc in writing. Products returned without a Return Merchandise Authorisation (RMA) number will be refused. Return shipping costs are at the Client's expense unless the return is due to Vehilllc's error.

B. Refunds

Where a return is approved, Vehilllc will, at its election, offer one of the following remedies:

• Replacement of the defective or incorrectly supplied goods;
• A credit note applied to the Client's account for future orders;
• A partial or full refund to the original payment method within 15 business days of receiving and inspecting the returned goods.

C. Order Cancellations

All content on the Vehilllc website, including but not limited to product images, descriptions, logos, brand names, catalogue materials, pricing information, and website design, is the exclusive intellectual property of Vehilllc or its licensors and is protected by applicable copyright, trademark, and trade secret laws.

A. Permitted Use

Authorised wholesale clients are granted a limited, non-exclusive, non-transferable licence to use Vehilllc's product images and descriptions solely for the purpose of marketing and reselling the Products purchased from Vehilllc. This licence is conditional upon maintaining an active wholesale account in good standing.

B. Prohibited Use

• Reproducing, distributing, or commercially exploiting Vehilllc's content without prior written authorisation;
• Using Vehilllc's name, logo, or trademarks in any manner that implies endorsement, partnership, or affiliation not authorised in writing;
• Reverse-engineering, scraping, or systematically downloading content from the Vehilllc website;
• Using Vehilllc's catalogue or pricing data for competitive intelligence or market analysis without consent.

Any unauthorised use of Vehilllc's intellectual property may result in immediate termination of the wholesale relationship and may expose the infringing party to civil and/or criminal liability.

Both parties acknowledge that in the course of their wholesale business relationship, each may have access to Confidential Information belonging to the other. Each party agrees to:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party;
• Use Confidential Information solely for the purposes of the wholesale business relationship and not for any competing or unrelated purpose;
• Protect Confidential Information using at least the same standard of care applied to its own confidential information, and in any case no less than reasonable care;
• Promptly notify the other party upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information.

Confidentiality obligations shall survive the termination or expiry of the wholesale relationship by a period of three (3) years.

A. Warranties

Vehilllc warrants that at the time of dispatch:

• Products will materially conform to the specifications confirmed in the Order Confirmation;
• Products will be free from material defects in materials and workmanship under normal use;
• Vehilllc has the legal right and authority to sell the Products.

B. Limitation of Liability

To the maximum extent permitted by applicable law, Vehilllc's total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total value of the specific Order giving rise to the claim.

In no event shall Vehilllc be liable for any:

• Loss of profit, revenue, business opportunity, or anticipated savings;
• Loss of goodwill or damage to reputation;
• Indirect, consequential, special, incidental, or punitive damages;
• Loss arising from third-party claims against the Client;
• Business interruption or loss of data.

As a condition of accessing Vehilllc's website and services, you agree that you will not:

Vehilllc reserves the right to immediately suspend or terminate access to its services, cancel pending orders, and pursue legal remedies against any Client found to be in breach of these prohibitions.

Vehilllc shall not be in breach of these Terms, nor liable for any failure or delay in the performance of its obligations, to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, earthquakes, or other extreme weather events;
• War, armed conflict, terrorism, civil unrest, or government actions;
• Epidemics, pandemics, or public health emergencies declared by competent authorities;
• Strikes, lockouts, or other industrial action by third parties;
• Failure of third-party transportation, logistics, or utility services;
• Government-imposed trade restrictions, embargoes, or sanctions;
• Cyberattacks, data breaches, or failure of telecommunications infrastructure.

In the event of a force majeure event, Vehilllc will notify the Client as soon as reasonably practicable and will use commercially reasonable efforts to resume performance. If the force majeure event continues for more than 60 consecutive days, either party may terminate the affected Order by written notice, with no liability to the other party, subject to a pro-rated refund of any deposit paid for undelivered goods.

Either party may terminate the wholesale business relationship or any individual Order upon written notice in the following circumstances:

• The other party commits a material breach of these Terms and fails to remedy the breach within 14 days of receiving written notice specifying the breach;
• The other party becomes insolvent, enters administration, receivership, or bankruptcy proceedings, or makes an assignment for the benefit of creditors;
• The other party ceases to carry on business or materially changes the nature of its business without notice.

Vehilllc may also terminate or suspend a Client's access to services immediately and without notice if the Client engages in prohibited conduct as described in Section 12, poses a risk to Vehilllc's reputation or legal compliance, or fails to make payment by the due date on two or more occasions within a 12-month period.

A. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

B. Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by sending written notice to the other describing the nature of the dispute and the resolution sought. The parties shall have 30 days from the date of such notice to attempt informal resolution.

C. Arbitration

If the dispute is not resolved informally within 30 days, it shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The place of arbitration shall be San Diego County, California, USA. The arbitration shall be conducted in English and the arbitral award shall be final and binding on both parties.

D. Jurisdiction

Without prejudice to the arbitration clause above, both parties submit to the exclusive jurisdiction of the courts of San Diego County, California, for the purpose of seeking interim or injunctive relief pending arbitration.

For all enquiries regarding these Terms and Conditions, wholesale applications, order matters, or legal notices, please contact Vehilllc through the following channels: