Terms & Conditions

Last Updated: October 1, 2026

1. Scope and B2B Use

These Terms & Conditions (“Terms”) govern access to and use of the American Prime Exports LLC website and the submission and administration of business-to-business sourcing, quotation and export inquiries. The website is intended primarily for commercial buyers, importers, distributors, wholesalers, retailers and other business customers. References to “buyer,” “customer,” “you,” or “your” mean the person or business using the website or entering into a transaction with American Prime Exports LLC (“APE,” “we,” “us,” or “our”).

2. Website Catalog; No Offer to Sell

Product pages, images, descriptions, specifications, availability statements, origin information, estimated quantities and other catalog content are provided for sourcing and informational purposes and do not constitute a binding offer to sell. Product availability, packaging, formulation, model, size, count, color, specification, manufacturer information and sourcing conditions may change without notice.

Submission of a Request for Quote (“RFQ”), quote list, uploaded product list, contact form or other inquiry does not create a contract, reserve inventory, guarantee availability or obligate APE to supply any product.

3. Quotations and Contract Formation

APE may issue a quotation, Pro Forma Invoice, sales confirmation or other transaction document in response to an inquiry. Unless expressly stated otherwise in writing, quotations are subject to product availability, supplier confirmation, quantity, destination, shipping method, applicable taxes or duties, regulatory requirements, payment terms and any stated validity period.

A binding sales transaction is formed only when APE expressly accepts the order in writing and any required deposit, payment, credit arrangement, documentation or other stated condition has been satisfied. If a quotation, Pro Forma Invoice, sales confirmation, purchase-order acceptance or other transaction document contains terms that differ from these website Terms, the specifically agreed transaction document will control with respect to that transaction to the extent of the inconsistency.

4. Prices and Quotation Validity

Prices displayed or communicated before formal quotation are not guaranteed unless expressly identified as binding. Quoted prices may reflect product cost, sourcing conditions, quantity, packaging, freight, insurance where applicable, documentation, destination, currency conditions and the agreed Incoterm. A quotation is valid only for the period stated in that quotation. If no validity period is stated, APE may require reconfirmation before accepting an order due to changes in availability, supplier pricing, freight rates, exchange conditions or other commercial factors.

5. Product Availability and Substitutions

All products are subject to availability and supplier confirmation. APE does not guarantee continuous inventory or permanent availability of any catalog item. APE will not knowingly substitute a materially different product without buyer approval where the substitution would materially affect the agreed brand, model, specification, size, count, formulation or other material requirement. Packaging artwork, minor manufacturer packaging changes and other non-material presentation changes may occur without constituting a product substitution, provided the underlying product remains materially consistent with the accepted transaction requirements.

6. Product Origin and Sourcing Claims

APE distinguishes between product manufacturing origin and U.S. sourcing location. “Made in USA” or similar manufacturing-origin claims will be used only when APE has a reasonable basis to support the specific claim. “Sourced from USA” means that the product is sourced or procured through U.S. market channels; it does not represent or imply that the product was manufactured in the United States.

Country-of-origin information may be based on manufacturer labeling, supplier documentation, product packaging or other information reasonably available to APE. Buyers should notify APE before order acceptance if a specific country of origin is a mandatory purchasing, customs, regulatory or tender requirement.

7. Buyer Responsibilities; Destination-Country Requirements

The buyer is responsible for identifying and communicating destination-country requirements that are material to the requested transaction, including import permits, registrations, product restrictions, labeling or language requirements, standards, licenses, customs requirements and other local legal requirements, except to the extent APE expressly agrees in writing to perform a specific responsibility.

APE may provide sourcing information, available product documentation or reasonable export assistance, but such assistance does not constitute legal, regulatory, customs or compliance advice and does not guarantee that a product may lawfully be imported, marketed, distributed or sold in every destination. APE may decline, suspend or cancel a transaction if required documentation, authorization or compliance information is unavailable or if APE reasonably determines that the transaction presents legal, sanctions, export-control, safety or regulatory concerns.

8. Regulated Products and Documentation

Certain products, including foods, dietary supplements, cosmetics, baby products, health or personal-care products, batteries, electronics, medical or OTC-type products and other regulated goods, may be subject to additional destination-country requirements. Certificates, test reports, ingredient information, safety documentation, Halal, Kosher, Organic, FDA-related information, Certificates of Origin or other documents are provided only where applicable, available and specifically confirmed for the relevant product or shipment.

No website statement should be interpreted as a representation that every product is “FDA approved,” certified, registered, compliant with every destination-country law, or eligible for import into every country.

9. Payment Terms

Payment terms will be stated in the applicable quotation, Pro Forma Invoice or transaction document. Depending on the transaction, accepted arrangements may include wire transfer, Letter of Credit or other terms expressly approved by APE. APE is not required to source, purchase, reserve, release or ship goods until the payment conditions stated for the transaction have been satisfied.

Bank charges, intermediary-bank charges, currency-conversion costs and similar payment costs are allocated as stated in the applicable transaction documentation or, if not stated, to the party charged by its financial institution.

10. Order Changes and Cancellations

Requests to change or cancel an accepted order must be submitted promptly in writing and are subject to APE’s written approval. Once APE has committed funds, placed supplier orders, purchased goods, incurred freight or documentation costs, customized a shipment, or otherwise incurred non-recoverable costs, the buyer may be responsible for those costs and cancellation may be unavailable or subject to a cancellation charge. Any refund, credit or adjustment will be determined according to the circumstances of the transaction, recoverable supplier amounts and applicable law.

11. Shipping, Incoterms and Risk

Shipping responsibilities, costs, risk allocation and delivery obligations will be determined by the applicable quotation or transaction document and the expressly agreed Incoterms® 2020 rule and named place or port, where Incoterms are used. Depending on the transaction and mode of transport, terms may include EXW, FCA, FOB, CIF or another mutually agreed rule.

Transit times, sailing schedules, customs processing and delivery dates are estimates unless APE expressly guarantees a date in writing. APE is not responsible for delays caused by carriers, ports, customs authorities, inspections, weather, strikes, governmental actions, force majeure events or other circumstances outside APE’s reasonable control. Risk of loss and delivery responsibility transfer as provided by the agreed Incoterm or other expressly agreed transaction terms.

12. Inspection, Shortage, Damage and Claims

The buyer should inspect goods and shipping documentation promptly upon receipt. Any claim for visible shortage, shipping damage, incorrect product or other reasonably discoverable nonconformity should be reported to APE in writing as soon as practicable and, unless a different period is stated in the transaction documents, within seven (7) calendar days after delivery. The notice should include the relevant invoice or order reference, affected product, quantity, photographs where appropriate, and supporting carrier or delivery documentation.

Claims involving concealed damage, manufacturer defect, product quality, expiration, regulatory rejection or other matters not reasonably discoverable at delivery must be reported promptly after discovery. APE may require preservation of packaging, photographs, samples, carrier reports or other reasonable evidence. No return may be made without APE’s prior written authorization. Remedies, if any, may include replacement, credit, refund of an approved amount, supplier/manufacturer warranty assistance or another commercially reasonable resolution, subject to the facts of the transaction, the agreed Incoterm, applicable warranties and applicable law.

13. Returns and Refunds

Because APE sources goods for B2B export transactions, products are not sold on a general consumer-return basis. Returns, exchanges, credits and refunds require APE’s prior written authorization and may be unavailable for special-order goods, regulated products, perishable goods, food, supplements, cosmetics, personal-care products, opened or altered goods, goods with compromised packaging, temperature-sensitive goods, goods purchased specifically for the buyer, or goods that cannot reasonably be returned to the original supplier.

Nothing in this section limits any non-waivable right or remedy that applies under governing law.

14. Product Warranties

Unless APE expressly provides a separate written warranty, products are supplied subject to any applicable manufacturer warranty, if available and transferable. APE does not create or extend a manufacturer warranty merely by sourcing or exporting a product. Warranty eligibility may vary by country, product, manufacturer and authorized distribution channel, and the buyer is responsible for confirming any warranty requirement that is material to the purchase before order acceptance.

15. Intellectual Property and Third-Party Brands

Product names, trademarks, logos, images and other brand identifiers displayed on the website may be owned by their respective manufacturers, brand owners or licensors. Their use is for product identification and sourcing information and does not, by itself, imply sponsorship, endorsement, affiliation, authorized distributorship or partnership with American Prime Exports LLC. APE’s own website content, branding and original materials may not be copied or commercially reused without permission except as permitted by law.

16. Export Controls, Sanctions and Restricted Transactions

All transactions are subject to applicable United States export-control, sanctions, anti-boycott, customs and trade laws and to other applicable legal restrictions. APE may screen customers, counterparties, destinations and transactions and may request information reasonably necessary for compliance. APE will not knowingly proceed with a transaction that is prohibited by applicable law, involves a prohibited party or destination, or requires an authorization that has not been obtained.

The buyer must not request, resell, transfer, divert or use products in a manner that would cause APE to violate applicable U.S. export-control or sanctions laws. APE may refuse, suspend or cancel a transaction where reasonably necessary for legal or compliance reasons.

17. Force Majeure

APE will not be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic or pandemic events, war, terrorism, civil disturbance, labor disputes, carrier or port disruption, equipment or utility failure, cyber incidents not caused by APE’s failure to use reasonable safeguards, supplier interruption, shortage of materials, government action, embargo, sanctions, customs action, changes in law, or transportation interruption. APE will use commercially reasonable efforts to communicate material impacts and resume performance when reasonably practicable.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, CATALOG INFORMATION AND SOURCING SERVICES ARE PROVIDED ON AN “AS AVAILABLE” BASIS. EXCEPT FOR EXPRESS WRITTEN COMMITMENTS IN AN ACCEPTED TRANSACTION DOCUMENT AND ANY NON-WAIVABLE WARRANTIES UNDER APPLICABLE LAW, APE DISCLAIMS IMPLIED WARRANTIES TO THE EXTENT LEGALLY PERMITTED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. APE DOES NOT WARRANT THAT EVERY CATALOG PRODUCT WILL REMAIN AVAILABLE OR THAT A PRODUCT WILL SATISFY EVERY DESTINATION-COUNTRY REGULATORY REQUIREMENT.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, ARISING FROM THE WEBSITE OR A TRANSACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APE’S AGGREGATE LIABILITY ARISING FROM A PARTICULAR TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO APE FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

20. Indemnification

To the extent permitted by applicable law, the buyer agrees to indemnify and hold harmless APE and its officers, employees and agents from third-party claims, losses, penalties, costs and reasonable legal expenses arising from the buyer’s material breach of these Terms, unlawful importation, resale, diversion or use of products, violation of destination-country requirements allocated to the buyer, or infringement caused by specifications, labels or materials supplied by the buyer, except to the extent caused by APE’s own breach, negligence or willful misconduct.

21. Governing Law and Forum

These Terms and transactions governed by them will be governed by the laws of the State of Illinois, United States, without regard to conflict-of-law principles, except to the extent that applicable federal law controls. Subject to any dispute-resolution provision expressly agreed in a transaction document, the parties consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for disputes arising from these Terms or a transaction with APE.

22. Severability; Waiver; Entire Agreement

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law. A failure or delay in enforcing a provision does not waive the right to enforce it later. These Terms, together with the applicable accepted quotation, Pro Forma Invoice, sales confirmation and other expressly incorporated transaction documents, constitute the agreement governing the applicable transaction and supersede prior inconsistent website statements or informal communications concerning that transaction.

23. Changes to These Terms

APE may revise these website Terms from time to time. The “Last Updated” date identifies the current website version. Changes apply prospectively unless otherwise required by law. Terms applicable to an already accepted transaction will be determined by the transaction documents and the terms in effect or otherwise agreed for that transaction.

24. Contact

Questions regarding these Terms may be submitted through the contact information published on the American Prime Exports website.