Terms Conditions

1. SCOPE AND WEBSITE USE (B2C & RESTRICTED B2B).

1. Public/B2C Informational Access: The public sections of this website are intended solely for general informational, educational, and brand awareness purposes regarding Gemar® products. GEMAR USA does not offer direct-to-consumer (B2C) retail sales or transactional e-commerce through the public areas of this website unless explicitly stated otherwise.

2. Restricted B2B Portal: Access to commercial pricing, wholesale ordering, product availability catalogs, and specialized business services is strictly restricted to business entities and commercial customers (“B2B Users”) who have submitted a formal application and received explicit written approval from GEMAR USA.

2. B2B ACCOUNT REGISTRATION, APPROVAL, AND CREDENTIALS.

1. Account Application & Authorization: To access the B2B portal, applicants must complete the business application process, providing accurate, current, and verifiable business credentials (including tax identification, resale certificates, and business registrations). You represent and warrant that any individual submitting an application or placing orders on behalf of a business entity has the full legal authority to bind that entity to these Terms.

2. Discretionary Approval: GEMAR USA reserves the absolute right to accept, reject, suspend, or terminate any B2B account application or existing account at any time, for any reason or no reason, in its sole discretion, without prior notice or liability.

3. Account Security: Approved B2B Users are solely responsible for maintaining the confidentiality of their login credentials (username, password, and account numbers). You agree to accept full financial and legal responsibility for all activities, purchases, orders, and communications that occur under your account. You must notify GEMAR USA immediately of any unauthorized use or suspected security breach.

3. INTELLECTUAL PROPERTY RIGHTS, REGISTERED TRADEMARKS (®), B CORP™ STANDARDS.

1. Ownership of Content: All materials on this website including but not limited to text, design elements, software, graphics, custom icons, product photography, digital catalogs, videos, sound recordings, and trade dress—are the exclusive property of Gemar S.r.l. and/or GEMAR USA, Inc., or their respective licensors, and are protected under United States and international copyright, trademark, patent, and trade secret laws.

2. Registered Trademarks (®): “GEMAR”®, the Gemar logo, and all related product names, slogans, and trade branding are registered trademarks owned exclusively by Gemar S.r.l.. GEMAR USA, Inc. operates, distributes, and licenses such marks under authorized agreements from Gemar S.r.l. Nothing contained on this website grants, by implication, estoppel, or otherwise, any license or right to use any trademark without the express written permission of Gemar S.r.l. or GEMAR USA, Inc.

3. B Corp™ Certification and Brand Protection: Gemar S.r.l. is a certified B Corporation (Benefit Corporation) committed to rigorous standards of social, environmental, and ethical performance.

4. B2B COMMERCIAL TERMS, ORDER PROCESSING, AND REORDERS.

1. Confidentiality of B2B Information: Wholesale price lists, commercial discount structures, volume tiers, special quotes, and portal communications are confidential commercial information intended exclusively for the approved B2B account holder. Disclosing wholesale pricing to unauthorized third parties or public forums is strictly prohibited.

2. Reorder Minimum Value Requirement: While initial orders do not require a minimum purchase amount upon account approval, all subsequent reorders submitted by B2B Users are subject to a mandatory minimum order value of Two Hundred U.S. Dollars ($200.00 USD) per reorder. This threshold is calculated on the merchandise subtotal prior to applicable taxes, freight, shipping, handling, and duties. GEMAR USA, Inc. reserves the right to decline or reject any reorder that does not meet or exceed this minimum threshold.

3. Quotations, Reorders, and Acceptance: Product catalogs, price displays, stock indicators, and past orders within the B2B portal do not constitute legally binding offers to sell. All orders and reorders submitted by a B2B User represent an offer to purchase and are subject to final acceptance, credit approval, and inventory verification by GEMAR USA. Past orders do not guarantee pricing or terms for future reorders; reorders will be invoiced at the prevailing prices and commercial terms in effect at the exact time of submission. GEMAR USA reserves the right to accept or cancel any order or reorder in whole or in part at any time prior to shipment.

4. Order Modifications and Cancellations: Requests to modify or cancel an order or reorder must be submitted in writing within twenty-four (24) hours of submission or prior to warehouse processing, whichever occurs first. GEMAR USA reserves the right to refuse modification or cancellation requests once fulfillment processing, packing, or dispatch has commenced.

5. Inventory Availability and Backorders: In the event that a product subject to an order or reorder is out of stock or backordered, GEMAR USA will notify the B2B User. GEMAR USA reserves the right to fulfill partial orders, issue an account credit or refund for unavailable items, or hold backorders until inventory is replenished, at its sole discretion or as mutually agreed.

6. Account Standing and Credit Authorization: GEMAR USA reserves the absolute right to withhold, suspend, or decline the processing of any new order or reorder if the B2B User’s account has outstanding overdue balances, pending payment disputes, exceeded credit limits, or is undergoing compliance or verification review.

7. Inspection, Order Errors, and Product Damage (Claims Policy): The B2B User is required to inspect all shipments immediately upon receipt. If you identify any errors, discrepancies, shortages, defective merchandise, or physical damage to the received products, you must notify GEMAR USA, Inc. in writing via email at [email protected] within five (5) calendar days from the date of delivery. Your notification must include the invoice or order number, a detailed description of the issue, and photographic evidence of the damaged products and shipping packaging. Failure to notify GEMAR USA within this five (5) calendar day window constitutes full and unconditional acceptance of the products and a waiver of all claims regarding visible defects, discrepancies, or transport damages. GEMAR USA reserves the right to replace, repair, or issue store/account credit for verified defective or damaged goods at its sole discretion.

8. Invoicing, Taxes, and Shipping: Commercial transactions shall be subject to the specific payment terms, credit arrangements, tax obligations (including valid resale certificates), and shipping conditions set forth in GEMAR USA’s official invoices, order confirmations, or commercial purchase agreements.

5. PROHIBITED USES AND LINKING POLICY.

1. Prohibited Conduct: You agree not to:

   • Use this website for any illegal, fraudulent, or unauthorized purpose.

   • Reproduce, duplicate, copy, sell, or exploit any portion of the website content without express written consent.

   • Introduce viruses, malware, trojan horses, or other harmful code.

   • Use automated scraping tools, bots, or data extraction methods without authorization.

2. Hypertext Links: Linking to the public homepage of this website is permitted provided the link does not portray GEMAR USA, Gemar S.r.l., or their products in a false, misleading, or derogatory light. Framing or embedding this website (or any portion thereof) within i-frames on external websites is expressly prohibited.

6. DISCLAIMER OF WARRANTIES.

This website, its contents, and all services provided herein are provided on an “as is”and “as available” basis, without warranties of any kind, either express or implied. to the fullest extent permissible pursuant to applicable law, gemar usa, inc. and gemar s.r.l. disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer viruses.

GEMAR USA does not warrant that the functions contained in the website will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION.

1. Limitation of Liability: to the maximum extent permitted by applicable law, in no event shall gemar usa, inc., gemar s.r.l., or their respective officers, directors, employees, affiliates, or agents be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, data, or business interruption) arising out of or in connection with your access to, use of, or inability to use this website or purchases made through the b2b portal, regardless of the legal theory (contract, tort, or otherwise).

2. Liability Cap: in no event shall the total aggregate liability of gemar usa to you for all claims exceed one hundred u.s. dollars ($100.00 usd) or the total amount paid by you to gemar usa in the six (6) months preceding the claim, whichever is greater.

3. Indemnification: You agree to defend, indemnify, and hold harmless GEMAR USA, Inc., Gemar S.r.l., and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or in any way connected with your breach of these Terms, unauthorized use of Gemar® trademarks, or misuse of your B2B account.

8. UNILATERAL MODIFICATIONS AND TERMINATION.

GEMAR USA reserves the right, at its sole discretion, to modify, update, or replace any part of these Terms at any time by posting the revised version on this website with an updated “Last Updated” date. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

GEMAR USA may also suspend, discontinue, or terminate the website, B2B portal access, or any related service at any time without prior notice.

9. GOVERNING LAW AND JURISDICTION.

1. Governing Law: These Terms and Conditions, as well as any disputes or claims arising out of or in connection with your use of this website or commercial dealings with GEMAR USA, shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, United States, without giving effect to any principles of conflicts of law.

2. Exclusive Jurisdiction and Venue: You irrevocably agree that any legal action, suit, or judicial proceeding arising out of or relating to these Terms, the website, or B2B transactions shall be instituted exclusively in the state or federal courts located in Miami-Dade County, Florida (or the applicable federal district court for the Southern District of Florida). You hereby consent and submit to the personal jurisdiction and venue of such courts and waive any objections based on inconvenient forum (forum non conveniens).

3. Waiver of Jury Trial: to the fullest extent permitted by law, you and gemar usa hereby knowingly, voluntarily, and intentionally waive any right to a trial by jury in any legal proceeding arising out of or relating to these terms.

10. CONTACT INFORMATION AND NOTICES.

If you have any questions regarding these Terms and Conditions, your B2B account, or trademark licensing requests, please contact us at:

GEMAR USA, Inc.

14001 NW 112 AVE. Ste #14 HIALEAH GARDENS, FL 33018.

Email: [email protected]  / gemarusa.com