Our services are available only to individuals who have the capacity to form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended Smith Wholesale members. If you are a minor, you can use this service only in conjunction with your parents or guardians. If you do not qualify, please do not use our services. Further, your Smith Wholesale account (including feedback) and User Id may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

1. Liability Limit.

    IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

    OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.


2. Indemnity.

    You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.


3. Legal Compliance.

    You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.


4. No Agency.

    You and Overrunz Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

5. Outage Policy.

    Our highest priority on Smithwholesale is that we maintain correct and updated quantities of merchandise available for sale at any given time. However, due to the nature of shopping cart technology, merchandise is set aside for purchase by someone as it is placed in his or her shopping cart. During this window of time while the individual is still shopping, the quantity placed into a shopping cart may not be available for anyone else to purchase and therefore may be a different quantity available on any particular item than when you first logged onto the site. In this case Smith Wholesale will not be held responsible for merchandise quantities posted and merchandise quantities available being different. Because the items on the smithwholesale.com site are in specified quantities, they are always changing. If, for example there is something posted for sale on the site on any given day, that does not necessarily mean that the item or the quantity available will be the same the following day. Smith Wholesale posts stock lots of merchandise on the site as they become available for sale. Once that lot has been sold completely, that is the end of that lot. Unless another lot of same or similar merchandise becomes available for sale thereafter that item is considered a “stock out”. For this reason, Smith Wholesale retains the right to change merchandise posted for sale on the Smithwholesale.com website at any given time without prior notice. We try to only post merchandise for sale that is readily available to ship immediately. However, there may be a window of simultaneous purchasers trying to buy the same item at the same time. In this case, our system will set aside the product to the first customer who “checks out”. This must be understood and agreed upon for all merchandise being purchased especially if purchasing the full quantity available.

6. Decline Purchases

    Smith Wholesale retains the right to decline any purchase for reasons of but not limited to: suspected suspicious, malicious, or fraudulent behavior on the part of any purchaser. Smith Wholesale also retains the right to decline any purchase for reason of but not limited to: non-payment, un-authorized use of credit card, poor credit history, non-sufficient funds suspected use by a minor or suspected use by any person(s) lacking legal capacity to be involved in a legally binding contract or agreement.