Terms & Conditions

1. Acceptance of these terms

These Terms & Conditions (the "Terms") govern your use of this website and any quotation, order, product, software license or service provided by B2B Smart Services LLC ("B2B Smart," "we," "us" or "our"). By using this website, requesting a quote, issuing a purchase order or opting in to our text messages, you agree to these Terms.

If you accept these Terms on behalf of a company, agency or other organization, you confirm that you are authorized to bind it. If you do not agree, do not use this website or place an order.

2. Order of precedence

If a signed agreement, statement of work, contract award or purchase order between you and B2B Smart conflicts with these Terms, that document controls for the matter it covers. Otherwise, the order of precedence is: (a) a signed written agreement or statement of work; (b) our written quotation; (c) these Terms. Additional or different terms in your purchase order or portal are not accepted unless we agree to them in writing.

3. Quotations and pricing

• Quotations are valid for the period stated on them, or thirty (30) days if no period is stated.
• Pricing is based on the quantities, specifications, delivery locations and schedule in the quotation; changes may affect price and lead time.
• Lead times are good-faith estimates based on supplier information and are not guaranteed unless confirmed in writing as a firm date.
• Manufacturer and publisher pricing can change without notice. We may correct clerical or pricing errors before shipment or activation and will tell you promptly.
• Prices exclude applicable taxes and shipping unless stated. Website content is general information, not a binding offer.

4. Orders

An order is placed by purchase order, signed quotation, government purchase card payment or written acceptance that references our quotation. An order is binding once we confirm it in writing or begin performance.

We may decline or cancel an order, in whole or in part, if an item is discontinued, unavailable or mispriced, or if credit or compliance checks cannot be completed. Any amount you paid for a cancelled portion is refunded. We do not substitute products without your written approval.

5. Payment and taxes

• Payment terms appear on the quotation or invoice. If none are stated, payment is due within thirty (30) days of the invoice date. Net-30 terms are available to approved accounts.
• We accept government purchase cards, purchase orders, ACH and major credit cards. We may require prepayment for new accounts, special orders and large orders.
• Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus reasonable collection costs where permitted.
• You are responsible for applicable sales and use taxes unless you provide a valid exemption certificate before invoicing. Payments by public entities are subject to applicable prompt payment laws.

6. Shipping, title and risk of loss

Unless the quotation states otherwise, products ship FOB destination when delivered by our carrier and FOB origin when drop-shipped by a manufacturer or distributor. Title and risk of loss pass under the stated term. Partial shipments may be made and invoiced separately.

Inspect deliveries on arrival. Note visible damage or shortages on the delivery receipt and report them to us within three (3) business days; report concealed damage within five (5) business days. Keep the product and packaging until the claim is resolved.

7. Returns and cancellations

• Returns require a Return Merchandise Authorization (RMA) from us before anything is shipped back.
• Eligible products may be returned within thirty (30) days of delivery, unused, in original packaging and resalable condition.
• A restocking fee of up to 25% plus freight may apply, consistent with the manufacturer's return policy.
• Special-order, custom, configured, opened software, activated licenses and consumables that have been opened are not returnable unless defective.
• Cancelling an accepted order may be subject to costs already incurred, such as supplier cancellation fees.

8. Software licenses and subscriptions

Software we resell is licensed, not sold. Your use of third-party software is governed by the publisher's end-user license agreement or subscription terms, which you accept when you install, activate or use the software. We are not a party to those agreements and do not grant any license rights beyond what the publisher provides.

Subscriptions renew according to the publisher's terms and your order. We will notify you before renewal dates we manage for you, but you remain responsible for keeping license counts accurate and for any true-up charges the publisher requires.

9. Custom software and systems services

Custom software development and computer systems design work is performed under a written proposal or statement of work ("SOW") describing scope, deliverables, schedule, acceptance criteria and fees. Changes to scope require a written change order and may affect price and schedule.

Unless the SOW says otherwise: (a) upon full payment, you own the custom deliverables created specifically for you; (b) B2B Smart keeps ownership of its pre-existing tools, libraries and know-how and grants you a non-exclusive, perpetual license to use them as part of the deliverables; and (c) open-source and third-party components remain subject to their own licenses.

You are responsible for providing timely access, information and approvals, and for backing up your data before we work on your systems. Each party will protect the other's confidential information and use it only for the project.

10. Warranties and disclaimer

Products and third-party software carry the manufacturer's or publisher's warranty, which we pass through to you to the extent permitted. We will help you coordinate warranty claims. For custom development, we will correct material non-conformities with the agreed specification reported in writing within thirty (30) days of delivery, unless the SOW states a different period.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, B2B SMART DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE."

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, B2B SMART WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR USE, ARISING FROM THESE TERMS, THIS WEBSITE OR ANY PRODUCT, SOFTWARE OR SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot be limited under applicable law.

12. Indemnification

You agree to indemnify and hold harmless B2B Smart and its members, employees and agents from third-party claims arising from your breach of these Terms, your misuse of the website, or materials, specifications or data you supply that infringe another person's rights or violate the law. This section applies to public entities only to the extent permitted by their governing law.

13. Government orders

For orders from a government entity, or from a prime contractor under a government contract, any required flow-down clauses must be identified in writing before we accept the order. On request, we provide country-of-origin information and offer products that comply with TAA, BAA and Section 889 requirements where available.

14. SMS / Text messaging terms

Program. B2B Smart Services Customer Notifications is operated by B2B Smart Services LLC. It sends text messages to people who have expressly opted in, about quote requests, orders, deliveries, software renewals, account and customer care. If you separately opt in to marketing messages, you may also receive occasional offers and product updates.

How you opt in. You opt in by entering your mobile number and checking the SMS consent box (which is never pre-checked) on the quote request form on our Contact page, or by giving us consent in writing or by text. Non-marketing and marketing consent are separate checkboxes. Consent is not a condition of purchase.

Message frequency. Message frequency varies depending on your activity with us.

Cost. Message and data rates may apply. We do not charge for text messages; your carrier's standard rates apply.

Opt out. You can cancel at any time. Reply STOP to any message (END, CANCEL, UNSUBSCRIBE and QUIT also work). You will receive one confirmation message and no further texts. To rejoin, opt in again.

Help. Reply HELP to any message for assistance, or contact us at +1 877-977-5222 or [email protected].

Carriers. Carriers are not liable for delayed or undelivered messages. Delivery depends on your carrier and device. The program is available to U.S. mobile numbers on major carriers.

Your number. You confirm you are the account holder of the mobile number or are authorized to enroll it, and you agree to tell us if you change or give up that number.

Privacy. Your mobile number and consent are handled as described in our Privacy Policy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.

15. Website content and trademarks

This website's text, design, graphics and logos are owned by B2B Smart Services LLC or its licensors. The B2B Smart Services name and logo may not be used without our written permission. You may view and print pages for your internal business or procurement purposes.

Third-party product names, brands and trademarks belong to their owners and are used only for identification. Their use does not imply endorsement or a formal partnership.

16. Acceptable use

You agree not to:

• Use this website for unlawful purposes or in violation of these Terms.
• Attempt to gain unauthorized access to the website or its systems, or interfere with its operation.
• Scrape or harvest content by automated means beyond what our robots directives allow.
• Submit false information, impersonate anyone, or enroll a mobile number you are not authorized to use.

17. Disputes, governing law and venue

We will first try to resolve any dispute informally; please contact [email protected] and allow thirty (30) days for good-faith discussion.

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Any unresolved dispute will be brought in the state or federal courts located in Broward County, Florida, and the parties consent to that venue. Where a public entity's governing law requires a different forum or law, that requirement controls.

18. General

• Force majeure. We are not liable for delays caused by events beyond our reasonable control, including supplier shortages, carrier disruption, severe weather or government action.
• Severability. If any provision is unenforceable, the rest remain in effect.
• No waiver. Not enforcing a provision is not a waiver of it.
• Assignment. You may not assign these Terms or an order without our written consent.
• Entire agreement. These Terms, our quotation and any signed agreement or SOW are the entire agreement on their subject.
• Privacy. Our Privacy Policy is part of these Terms.
• Changes. We may update these Terms by posting a new version with a new "Last updated" date; changes apply going forward.

19. Contact

Questions about these Terms or our text messaging program: