SOURCING SERVICE AGREEMENT & TERMS OF USE

Last Updated: 01/05/2025

WARNING: THIS IS NOT A RETAIL SALES CONTRACT. READ CAREFULLY BEFORE PROCEEDING. YOUR PAYMENT CONSTITUTES YOUR BINDING ACCEPTANCE OF THESE TERMS.

Art. 0 - DEFINITIONS, PARTIES, AND BINDING PREMISE
0.1 Definitions: For the purposes of this legally binding Agreement, the following terms shall have the meanings ascribed below:

• "Agent" or "Company": Power Affiliate LLC (full details below), the entity retained to perform the Service.

• "Principal" or "Client": The individual or legal entity retaining the Agent by making payment through this website.

• "Mandate": The legal instruction and authorization given by the Client to the Agent to perform specific legal acts in the Client's name and on the Client's behalf.

• "Product": The tangible good that is the subject of the sourcing service, as described on the website pages.

• "Supplier": The third-party entity (e.g., manufacturer, distributor) from whom the Agent, on behalf of the Client, orders the Product.

• "Carrier": The third-party entity (e.g., shipping company) that performs the transportation of the Product.

• "Service Fee": The non-refundable compensation earned by and due to the Agent for the performance of the Service.

0.2 Parties to the Agreement:

• The Agent: Power Affiliate LLC, a company incorporated under the laws of US, with its registered office at Gulf Blvd, Indian Shores Florida 33785, Contact Email: spacexgarden@gmail.com.

• The Principal: The Client, as identified by the information provided during the checkout process.

0.3 Fundamental Premise - Legal Nature of the Relationship:
This document does not govern a sale of goods from the Company to the Client. It establishes a principal-agent relationship (a "mandate agreement" under Italian law). The Client (Principal) instructs the Company (Agent) to perform a specific task (the "Service"). By clicking the payment button and accepting these terms, you, the Client, represent and warrant that you fully understand and unreservedly accept this critical distinction. You are hiring us to perform a service, not buying a product from us.

Art. 1 - SCOPE AND PHASES OF THE AGENCY SERVICE
1.1. The object of this Agreement is the performance by the Agent of the sourcing and order facilitation Service, which is structured in the following phases:
a) Phase 1 - Acceptance of Mandate & Provision of Funds: The Client selects a Product on the website and completes the payment. This act constitutes the formal conferral of the mandate and the provision of the necessary funds to the Agent to execute it.
b) Phase 2 - Execution of Order with Supplier: The Agent, acting as the Client's representative, places the order for the Product with the Supplier and tenders payment using the Client's funds.
c) Phase 3 - Arrangement of Shipping: The Agent, again on the Client's behalf, retains a Carrier to transport the Product from the Supplier's location to the Client's address, paying for said service with the Client's funds.
1.2. Completion of Service: The Agent's Service is deemed legally complete, and its performance fully rendered, at the moment the Agent transmits the shipment tracking number to the Client. At that point, the primary obligations of the mandate relationship between Agent and Client for that specific task are terminated, with only reporting duties remaining.

Art. 2 - CLIENT'S OBLIGATIONS, REPRESENTATIONS, AND RESPONSIBILITIES
2.1. Role as Contracting Party: The Client is and remains, for the entire duration of the transaction, the sole and true party to the following contracts:
* The Sales Contract: Entered into between the Client (as buyer) and the Supplier (as seller).
* The Carriage Contract: Entered into between the Client (as shipper/consignee) and the Carrier (as vector).
The Agent acts only as an intermediary that formalizes these contracts in the Client's name and on the Client's behalf.
2.2. Role as Importer of Record: THIS IS A CRITICAL, NON-DELEGABLE CLIENT RESPONSIBILITY. As the Importer of Record, the Client is solely and exclusively legally responsible for:
* Product Compliance: Ensuring the Product complies with all federal, state, and local laws and regulations (including safety, materials, CPSC standards, and labeling) of the United States.
* Import Legality: Ensuring the Product can be lawfully imported and does not violate any laws, trade embargoes, or intellectual property rights (patents, trademarks, copyrights).
* Customs Charges: The payment, in full and without exception, of all U.S. Customs and Border Protection (CBP) duties, import taxes, tariffs, brokerage fees, and any other charges or inspection fees. The Agent will not advance, refund, or manage these costs. Refusal to pay customs charges will result in the forfeiture of the goods and all funds paid.

2.3 Accuracy of Information: The Client represents and warrants that all information provided to the Agent, including but not limited to the shipping address and contact details, is accurate, complete, and current. The Agent is not responsible for verifying the accuracy of this information. Any loss, delay, or additional cost resulting from inaccurate or incomplete information provided by the Client shall be the Client's sole responsibility.

Art. 3 - PAYMENT STRUCTURE: MANDATE WITH PROVISION OF FUNDS
3.1. Not a Purchase Price: It is re-emphasized that the amount paid by the Client at checkout is not the purchase price of a good being sold by the Agent.
3.2. Provision of Funds for Mandate: This amount is a provision of funds, a sum of money the Client entrusts to the Agent to enable the Agent to cover the expenses necessary to execute the mandate. This is conceptually similar to giving a retainer to a lawyer or a general contractor to manage payments to subcontractors and suppliers.
3.3. Composition of Funds: The provision of funds includes the estimate for three cost components:
a) The cost of the Product due to the Supplier.
b) The cost of shipping due to the Carrier.
c) The Service Fee, which is the sole amount constituting the Agent's compensation.
3.4. Accounting: The Agent acts with full transparency and agrees to provide, upon the Client's request, a breakdown of how the funds were utilized.

Art. 4 - LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES
4.1. Scope of Duty: The Agent's liability is strictly circumscribed to the diligent and professional execution of the agency Service as described in Art. 1.
4.2. DISCLAIMER OF LIABILITY FOR ACTS OF THIRD PARTIES: As the Agent is neither the manufacturer/seller nor the shipper, the Agent is not liable in any way, shape, or form for any event, damage, or breach related to:
* THE PRODUCT: ANY AND ALL CLAIMS RELATED TO QUALITY, DEFECTS, NON-CONFORMITY TO DESCRIPTION, HIDDEN FLAWS, SAFETY, PRODUCT-LIABILITY CLAIMS (DAMAGE CAUSED BY THE PRODUCT TO PERSONS OR PROPERTY), OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH LIABILITY RESTS WITH THE SUPPLIER.
* THE SHIPMENT: ANY AND ALL CLAIMS RELATED TO DELAYS, LOSS OF PACKAGE, DAMAGE TO PACKAGE, THEFT, MISDELIVERY, OR ANY OTHER NEGLIGENCE OR MALPERFORMANCE BY THE CARRIER.
* CUSTOMS: ANY AND ALL CLAIMS RELATED TO DECISIONS, DELAYS, INSPECTIONS, PENALTIES, OR SEIZURES MADE BY U.S. CUSTOMS AND BORDER PROTECTION OR ANY OTHER GOVERNMENT AGENCY.
4.3. LIABILITY CAP: EVEN IF, FOR ANY LEGALLY VALID REASON, LIABILITY IS IMPOSED UPON THE AGENT, THE PARTIES AGREE THAT DAMAGES SHALL NEVER EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY THE CLIENT FOR THE SPECIFIC MANDATE GIVING RISE TO THE DISPUTE. THIS IS THE CLIENT'S SOLE AND EXCLUSIVE REMEDY.
4.4. DISCLAIMER OF WARRANTIES: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Art. 5 - EXPRESS WAIVER OF CHARGEBACK RIGHTS
5.1. Purpose of this Clause: This clause is intended to prevent the misuse of the chargeback mechanism, which is designed for cases of merchant fraud or non-performance in a sales contract, and is inapplicable to this agency relationship.
5.2. Irrevocable Waiver: The Client, understanding that the Agent is not the seller of the Product nor the provider of the shipping, expressly, irrevocably, and unconditionally waives any right to initiate a chargeback for the following reasons, which the Client acknowledges are baseless and misdirected as against the Agent:
* "Product not as described" / "Defective product" / "Product not authentic".
* "Product not received" (if a tracking number has been provided, proving the package was handed to the Carrier).
* "Late delivery".
5.3. Consequences of Breach: Initiating a chargeback for any of the above reasons will constitute a material breach of this Agreement. The Agent reserves the right to pursue all legal remedies, including but not limited to, reporting the Client to credit agencies, initiating legal collections to recover the full chargeback amount plus fees, and seeking damages for breach of contract.

Art. 6 - GOVERNING LAW, JURISDICTION, AND MISCELLANEOUS
6.1. Governing Law: This Agreement shall be exclusively governed by and construed in accordance with the laws of US. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.
6.2. Jurisdiction: For any and all disputes, the Parties agree to the exclusive and mandatory jurisdiction in Florida. The Client waives any objection to this venue as being inconvenient (forum non conveniens).
6.3. Entire Agreement: This Agreement constitutes the entire agreement between the Client and the Company and supersedes all prior communications and proposals.
6.4. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.