1. Overview

Thank you for your interest in becoming a buyer on the Muziris wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”).

Throughout these Buyer Terms of Service (“Buyer Terms”), the terms “Muziris,” “us,” and/or “we” refer to Muziris International Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Buyer.

These Buyer Terms, along with Muziris’s General Terms of Service (“General Terms”) and Privacy Policy, govern your purchase of products as a Buyer through the Services. These Buyer Terms reference and link to various Muziris policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Buyer Terms.

You agree that all purchases are made on behalf of your business, and that you are not making any purchases for any personal, family, or household purpose. You also agree that any extension of payment terms will be used solely for business and commercial purposes. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms.

2. Key Definitions

“Supplier” means a seller or manufacturer who offers to sell and/or sells its products to Buyers through the Services.

“Buyer” means a buyer who purchases products through the Services for the purpose of resale, as well as businesses that purchase goods through the Services for such business’ own use rather than for resale.

3. Account Registration – Buyer Account

Buyer Account. To purchase goods through the Services as a Buyer, you need to establish a Buyer Account, which is free. When you sign up as a Buyer, you will be required to submit customary information such as your first and last name, store type (e.g., online, brick & mortar), email address and other information about your business. Before you make your first purchase as a Buyer, you may be required to provide additional information such as payment method information, VAT, GST or other tax identification number and related documentation, and any other information as may be required by Muziris or any payment processor.

Credit History and Verification. You acknowledge and agree that by submitting your application to become a Buyer, you authorize Muziris and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, for the purpose of evaluating your eligibility for trade credit (e.g., Net 60 Terms) from Suppliers. You further understand that credit inquiries may impact your credit score.

We require that you provide accurate, current, and complete information about your business during the registration process and keep us up to date on any changes. Avoid cancelling your order during the verification period, as cancelling an on-hold order may prevent us from completing verification and could delay future orders.

4. Purchasing & Orders

Prohibition on Fulfillment Using Third Party Websites. You agree to not fulfill orders on third party websites unless they are approved in writing by Muziris. Prohibited sites include Amazon, eBay, Etsy, and Poshmark.

No Dropshipping. Muziris does not support dropshipping. We are a wholesale platform where products are sent directly to businesses. Buyers must purchase products to sell to their customers through a physical shop, online store, or consistent pop-up. Buyers purchasing for their own use must also receive products at a valid, physical business address. You are not allowed to forward purchased products to overseas locations through mail forwarding services.

Order Minimums. Suppliers may specify a minimum dollar amount a Buyer must spend before a Supplier is willing to sell to a Buyer (an “Order Minimum”). This amount is set by each Supplier and may vary. Suppliers have the option to set a different Order Minimum for first orders and reorders you place with them.

Minimum Advertised Pricing (MSRP/RRP). Products purchased on Muziris must be resold at or above the price set by the Supplier. In the US and Canada, this is the manufacturer's suggested retail price (MSRP). However, you may choose to resell products at a higher price if you decide to increase your markup.

Right to Refuse. You acknowledge and agree that Suppliers and/or Muziris may refuse to complete your purchase or cancel a purchase for any reason. Additionally, please be aware that Suppliers may refuse orders from Business-Use Purchasers that indicate a purchase may be for business use instead of resale.

Inventory. Muziris encourages Suppliers to have sufficient inventory to sell goods to Buyers. However, you acknowledge and agree that Muziris does not guarantee a Supplier's inventory or that there will be enough product to sell to you.

5. Payment, Escrow, and Trade Credit

Escrow Protection. Muziris operates a secure B2B infrastructure. To protect both Buyers and Suppliers, funds may be placed into a secure 100% Escrow holding account (located in a Canadian vault or managed by a trusted third-party payment processor) upon order placement, depending on the payment terms agreed upon. Funds are released to the Supplier only when agreed-upon shipping or delivery milestones are met.

Payment Terms. By submitting payment details in conjunction with registering for a Buyer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize Muziris and/or its affiliates to charge the payment method with the information you have provided.

60-Day Terms. Muziris may, at its sole discretion, grant certain Buyers the ability to purchase goods on 60-day interest-free trade credit terms ("Net 60"). If you are granted Net 60 terms, you agree to settle your invoice in full no later than 60 days from the date the order is concluded. Failure to pay within this window may result in the immediate revocation of your credit terms, suspension of your Buyer Account, and referral to third-party collections agencies.

Taxes. You agree to conduct the necessary due diligence for compliance and accept the legal implications of purchasing products sold on the Services, including but not limited to paying all applicable local sales taxes, GST/HST, VAT, and any customs formalities, duties, or tariffs associated with international shipments.

6. Shipping, Returns, and Refunds

Shipping Address. You agree to provide a valid, physical address to receive the product that you order through the Services.

First Orders with a Supplier. Muziris offers free returns on the first order placed with any new Supplier. From the date the order is placed, a Buyer has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Supplier are not eligible for return unless otherwise determined by Muziris in its sole discretion. Muziris, not the Supplier, takes on this return risk.

Damaged or Missing Products. You are responsible for inspecting all shipments immediately upon receipt. If a product arrives damaged or if an order is missing items, you must report the issue through the Muziris Services within the designated reporting window. You will be required to provide photographic evidence of the damage. Muziris will pass along any photographs to the Supplier and assist in mediating a resolution, which may include a replacement or a refund.

7. Product Compliance and Due Diligence

You acknowledge and agree that Muziris is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Muziris’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to safety, labeling, testing, warning, import/export, and other consumer protection law requirements. You agree to conduct the necessary due diligence for compliance and suitability of Suppliers and their products prior to purchase.

8. Indemnity

You agree to defend, indemnify, and hold Muziris, and its parent, subsidiaries, affiliates, partners, successors, and assigns, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Buyer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

9. Prohibited Uses & No Circumvention

No Circumvention. You acknowledge and agree that you will place all orders for a Supplier's product through the Services for any Supplier that you are first introduced to through the Services. You acknowledge and agree that you will not influence Suppliers, or otherwise circumvent Muziris's process or the Services, by transacting orders with Suppliers you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Buyer Account and your ability to purchase products on Muziris in the future.

10. Termination

If you breach any of these Buyer Terms, Muziris will have the right to temporarily suspend or permanently terminate your Buyer Account, your eligibility to participate in any programs or promotions offered by Muziris, and/or terminate these Buyer Terms and/or the General Terms, in its sole discretion and without prior notice to you. In the event Muziris terminates these Buyer Terms or your Buyer Account for your breach, you will remain liable for all amounts due hereunder.

11. Dispute Resolution - Arbitration

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.

You and Muziris agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be settled by binding arbitration in Ontario, Canada, in accordance with the applicable Commercial Arbitration Rules of Ontario. YOU ACKNOWLEDGE AND AGREE THAT YOU AND MUZIRIS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.