Terms of Sale & Use

1. Who these terms apply to

These terms govern use of fellowusa.com (the "Site") and all purchases of goods from Fellow USA Holdings LLC ("Fellow USA," "we," "us"). By opening an account, submitting an offer or completing a purchase you agree to them. If you're agreeing on behalf of a company, you represent that you have authority to bind it.

2. Wholesale only

Fellow USA sells to businesses for resale. Every account must supply a valid EIN and a current resale or sales tax exemption certificate for its jurisdiction. Goods purchased are not for personal, family or household use. We may suspend or close any account that misrepresents its status.

3. Accounts

You're responsible for the accuracy of information you provide, for keeping credentials confidential, and for all activity under your account. Notify us immediately of any unauthorized use. We may decline, suspend or terminate an account at our discretion, including where information proves inaccurate or where an account is used inconsistently with these terms.

4. Listings, manifests and pricing

Listings, manifests, condition grades, quantities, photographs and landed-cost estimates are provided in good faith based on our inspection at the time of grading. They are informational and do not constitute an offer to sell. Availability and pricing change without notice, and a listing may be withdrawn at any time before a purchase agreement is executed.

5. Offers and acceptance

Submitting an offer does not create a binding sale. A sale is formed only when Fellow USA issues a written purchase agreement and you execute it. We may decline any offer for any lawful reason, including allocation to another buyer.

6. Payment

Payment is due per the purchase agreement, by ACH, wire or certified funds. Credit cards are not accepted for inventory purchases. Financed purchases are additionally governed by the separate loan and security agreements issued by Fellow Capital. Goods are not released until cleared funds or a funded financing agreement are in place.

7. Title, risk of loss and storage

Title passes on payment in full, or on funding for financed purchases subject to the applicable security agreement. Risk of loss passes when the goods are loaded onto the carrier, whether arranged by you or by us. Fourteen calendar days of storage from the funding date are included (twenty-one for Preferred members); thereafter storage is billed at the then-current per-pallet rate. Goods left beyond ninety days without arrangement may be treated as abandoned.

8. Inspection and condition

Goods are sold AS-IS, WHERE-IS except for the express manifest and grade representations on the listing. Buyers are strongly encouraged to inspect. Grade D / salvage goods are sold untested and without any condition representation. Vehicles are sold with disclosed title status and an odometer statement; equipment is sold as-is, where-is with removal and rigging at the buyer's cost unless expressly stated otherwise.

9. Arbitration window

Discrepancies between goods delivered and the published manifest or grade must be reported within seven calendar days of delivery for general merchandise, or forty-eight hours for vehicles regarding undisclosed structural or title defects. Reports must include photographs and unit or pallet identifiers. Confirmed discrepancies will be credited at manifested value or the affected units returned at our freight cost, at our election. This process does not cover buyer's remorse, market movement, resale performance, or goods graded D / salvage.

10. Restrictions

Certain goods carry brand-owner restrictions including export-only sale, channel limits or de-branding requirements. Where these apply they are stated on the listing and you agree to comply with them. You are responsible for compliance with all applicable laws in resale, including labeling, safety, licensing, customs and export control requirements.

11. Website use

You may not scrape, mirror, reverse engineer or bulk-extract Site content; interfere with Site operation or security; or use the Site to infringe any right or violate any law. All Site content, including the Fellow USA name and marks, is our property or licensed to us.

12. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A PURCHASE AGREEMENT, FELLOW USA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Manufacturer warranties, where they exist and remain transferable, pass through unchanged; we do not extend or administer them.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FELLOW USA IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, ARISING FROM THESE TERMS OR ANY PURCHASE. OUR AGGREGATE LIABILITY FOR ANY CLAIM IS LIMITED TO THE AMOUNT YOU PAID FOR THE GOODS GIVING RISE TO THAT CLAIM.

14. Indemnity

You agree to indemnify and hold Fellow USA harmless from claims arising out of your resale or use of goods purchased, your breach of these terms, or your violation of any law or third-party right.

15. Governing law and disputes

These terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles. Disputes will be resolved by binding arbitration in Lehigh County, Pennsylvania under the Commercial Arbitration Rules of the American Arbitration Association, except that either party may seek injunctive relief in court. Claims must be brought individually and not as a class.

16. Changes

We may update these terms. Material changes will be posted here with a revised date and, for active accounts, communicated by email. Continued use after changes take effect constitutes acceptance. The terms in force at the time of a purchase govern that purchase.

17. Contact

Fellow USA Holdings LLC, 1180 Commerce Parkway, Suite 400, Allentown, PA 18106. Contact us or email legal@fellowusa.com.