WATCHSTOX
Master Vendor & Wholesale Supply Agreement
Accar Watches, LLC d/b/a Watchstox • Revised Edition (WS-as-Buyer added)
This Master Vendor & Wholesale Supply Agreement (this “Agreement”) is entered into as of the date of Buyer’s electronic acceptance (the “Effective Date”) by and between Accar Watches, LLC d/b/a Watchstox LLC, a Florida Limited Liability Company with its principal place of business at 111 NE 1st Street, Suite 500, Miami, FL 33132 (“Watchstox,” “WS,” “we,” or “Seller”), and the person or entity accepting this Agreement (“Buyer,” “you”).
By clicking “I agree,” creating an account, submitting an order, or otherwise accepting these terms electronically, Buyer agrees to be bound by this Agreement. If Buyer is enrolling as a Subscriber, Schedule A (White-Label Subscriber Module) also applies.
ARTICLE 1 — DEFINITIONS1.1 “Buyer” means any Wholesale Customer or Subscriber that purchases Products from WS under this Agreement.
1.2 “Wholesale Customer” means a Buyer that purchases Products for resale but that is not enrolled in the White-Label Platform.
1.3 “Subscriber” means a Buyer that has enrolled in and been approved for the White-Label Platform and is thereby permitted to display and resell WS inventory through its own website or sales channel. Every Subscriber is also a Buyer for all purposes of this Agreement; Schedule A applies to Subscribers in addition to (not in place of) the general terms.
1.4 “White-Label Platform” or “Platform” means the WS-provided inventory feed, data, images, and related tools that permit a Subscriber to display WS inventory as if it were the Subscriber’s own and to place Orders for fulfillment by WS.
1.5 “Products” means the pre-owned luxury watches and related goods offered by WS.
1.6 “Ultimate Consumer” means the end purchaser who buys a Product from a Subscriber through the Subscriber’s own channel.
1.7 “Order” means a purchase order or checkout submitted by Buyer and accepted by WS.
1.8 “Reservation” means a request from a Subscriber to purchase a watch and is subject to WS acceptance.
1.9 “Wholesale Price” means the price at which WS sells a Product to Buyer, exclusive of any markup Buyer charges its own customers.
1.10 “Inventory Feed” means the electronic listing of Products, specifications, images, and availability made available by WS.
ARTICLE 2 — RELATIONSHIP OF THE PARTIES2.1 Independent principals. Buyer purchases Products from WS as an independent principal and resells them in its own name and for its own account. Nothing in this Agreement creates any partnership, joint venture, franchise, agency, or employment relationship. Neither party may bind the other or incur obligations on the other’s behalf.
2.2 Seller of record. Buyer is the seller of record to its customers. As between WS and Buyer, Buyer is solely responsible to its own customers (including Ultimate Consumers) for the sale, including pricing, taxes, consumer disclosures, returns, and consumer-protection compliance, except only for the specific WS obligations expressly stated in Article 8 (Authenticity) and Article 9 (Service Warranty).
2.3 No exclusivity. This Agreement is non-exclusive. WS may sell to other buyers, and directly to the public, in its sole discretion.
2.4 Prohibited acts, transactions. Subscribers are expressly prohibited from listing WS inventory, including its images, on any third-party marketplace sites, including, but not limited to, eBay and Chrono24.
ARTICLE 3 — RESERVATIONS AND ACCEPTANCE3.1 Reserving. Buyer submits Reservations through the channel designated by WS. Each Reservation is an offer to purchase, and no Reservation binds WS until WS accepts it and (where prepayment applies) funds have cleared.
3.2 Availability. Products are one-of-a-kind or limited in quantity. WS may decline or cancel any Reservation for a Product that is no longer available and, in that case, WS’s sole liability is to refund amounts paid for the unavailable Product.
3.3 Descriptions and grading. WS describes each Product’s make, model, reference, and condition grade in good faith. Condition grading is inherently subjective for pre-owned goods; the grading standard and any dispute mechanism are set out in Article 7.
ARTICLE 4 — PRICING4.1 Wholesale Price. Buyer pays the Wholesale Price shown at the time WS accepts the Order. Prices exclude shipping, insurance, duties, and taxes unless stated otherwise.
4.2 Price changes. WS may change Wholesale Prices at any time; changes do not affect Orders already accepted.
4.3 Taxes. Buyer is responsible for all sales, use, and similar taxes on its resale transactions and for providing valid resale/exemption certificates to WS where applicable.
ARTICLE 5 — PAYMENT, CREDIT, AND SECURITY5.1 Payment terms. Unless WS has approved Buyer for credit in writing, all Reservations are payable in full, in cleared funds, before shipment. Where WS extends credit, payment is due net as per the terms on the invoice.
5.2 Payment processing fees. All payments made via credit card are subject to a 3% processing fee, no exceptions.
5.3 Credit application and limits. Credit terms, if any, are granted only after WS approves a credit application and are subject to a maximum outstanding credit limit set by WS, which WS may reduce or revoke at any time in its discretion. (See Credit Application.)
5.4 Guarantee. As a condition of any credit terms, WS may require a personal and/or corporate guarantee of Buyer’s payment obligations, in the form provided by WS. (See Credit Application.)
5.5 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus WS’s costs of collection (including reasonable attorneys’ fees). WS may suspend shipments, accepted Orders, and Platform access while any amount is overdue.
ARTICLE 6 — TITLE, RISK OF LOSS, AND SHIPPING6.1 Title. Title to a Product passes to Buyer only upon WS’s receipt of payment in full for that Product.
6.2 Risk of loss. Risk of loss passes on delivery to the carrier. For white-label shipments to an Ultimate Consumer, risk allocation is addressed in Schedule A.
6.3 Insurance in transit. Each shipment will be insured for its full value; the party bearing the cost of shipping insurance is specified per shipment type in Section 6.2 and Schedule A, Section A.7.
ARTICLE 7 — CONDITION, GRADING, AND PRODUCT DISPUTES7.1 Watch description. WS describes its Products using general industry standards. Photographs and descriptions form part of the Product’s representation. WS does not use stock images, and all images are actual photos of the watches.
7.2 Inspection. A Buyer taking physical delivery must inspect and notify WS of any material discrepancy between the Product and its stated description. Failure to notify within the return period in Article 10 constitutes acceptance.
ARTICLE 8 — AUTHENTICITY GUARANTEE8.1 Guarantee. WS sells pre-owned watches, and is not an authorized dealer, agent, or in any way affiliated with any of the brands it offers. WS guarantees that each pre-owned Product is authentic and is the make, model, and reference represented at the time of sale.
8.2 Remedy. If a Product is finally determined not to be authentic, WS will, at Buyer’s election, refund the full amount Buyer paid WS for that Product or, where available, replace it. WS will also reimburse Buyer for reasonable, documented return-shipping. Buyer’s remedy is limited to a refund of the price paid to WS, plus any shipping costs incurred. WS is expressly not liable for any additional costs, including, but not limited to, lost-profit claims, import fees, taxes, and customs.
8.3 Pass-through. A Subscriber may extend an authenticity guarantee to its Ultimate Consumer, provided it is no broader than this Section 8; any broader promise is the Subscriber’s sole responsibility (see Schedule A, Section A.6).
ARTICLE 9 — LIMITED SERVICE WARRANTY9.1 Coverage. WS warrants each Product against covered mechanical defects for one (1) year from the delivery date to the Buyer.
9.2 Covered reasons. Our 12-month limited warranty covers the proper operation of the mechanical movement under normal use. If a covered mechanical defect arises during the warranty period, Watchstox will, at its discretion, repair or replace the defective movement or movement components at no charge.
9.3 Exclusions and voiding. The warranty does not cover damage from misuse, accident, water exposure beyond stated rating, or service, opening, or repair by anyone other than WS or a WS-authorized watchmaker, which voids the warranty. Buyer must pass this no-unauthorized-service condition through to any Ultimate Consumer verbatim.
9.4 Claim process. Wholesale Customer claims are submitted to WS with a description of the claim, including photo images of the watch concern; WS assesses whether the claim is covered and, if so, repairs or (per Section 9.6) resolves the claim. The white-label relay process is set out in Schedule A, Section A.6.
9.5 Turnaround. WS will use commercially reasonable efforts to complete a covered repair and return the Product within the estimated time provided after inspection.
9.6 Unrepairable Products. If a Product covered by this warranty cannot reasonably be repaired (including where parts for a pre-owned or vintage Product are unavailable), WS will provide a refund of the price paid to WS plus shipping costs.
9.7 Adjudication. WS determines whether a claim is covered, acting reasonably and in good faith.
9.8 Sole warranty. EXCEPT FOR ARTICLE 8 AND THIS ARTICLE 9, PRODUCTS ARE SOLD “AS IS” AND WS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
ARTICLE 10 — RETURNS (NON-WARRANTY)10.1 Return window. Watches must be returned within 15 calendar days of receipt, including weekends and holidays. Specifically, watches must be delivered and received by WS within the 15-day window, no exceptions, and must be in the exact condition, including, but not limited to, any and all original packaging, box, papers, booklets, and accessories. Any exceptions to this return window are at WS’s sole discretion, and could include restocking fees or charges related to a late return. Unless WS agrees otherwise in writing (for example, where WS shipped a wrong Product), the Buyer arranges and pays for return shipping, insures the Product for its full value, and bears the risk of loss until WS receives it.
10.2 Buyer’s own consumer returns. Any return, cancellation, or cooling-off right that Buyer offers or is required by law to offer to its own customers is Buyer’s sole responsibility and cost; WS is not obligated to accept back a non-defective Product that has been shipped.
ARTICLE 11 — WATCHSTOX PURCHASES AND TRADE-INS (WS AS BUYER)11.1 Scope; roles reverse. This Article governs the limited circumstances in which WS buys a Product from a Buyer, or accepts a Product in trade, including a watch a Subscriber submits on behalf of an Ultimate Consumer under the market-offer service described in the Terms of Service. In these transactions the roles reverse: the Buyer or Subscriber is the seller and WS is the buyer. Except as modified in this Article, the other terms of this Agreement continue to apply.
11.2 Preliminary offers are non-binding. Any valuation, quote, or preliminary offer WS provides is for guidance only, reflects market conditions at the time it is given, and is non-binding until confirmed in writing by both parties. Every offer is subject to physical inspection and final assessment by WS’s watchmakers upon receipt of the Product; condition, authenticity, and completeness as assessed by WS may reduce or void any preliminary offer.
11.3 Seller’s title and disclosure warranties. The party selling a Product to WS represents and warrants that: (a) it — or, where a Subscriber submits on behalf of an Ultimate Consumer, the Ultimate Consumer — is the lawful owner of the Product with full authority to sell it; (b) the Product is free and clear of all liens, security interests, and adverse claims; (c) the Product is not stolen or counterfeit and is not the subject of any pending insurance, police, or fraud report; and (d) all information provided about the Product is true and complete. A Subscriber submitting a Product sourced from its Ultimate Consumer is responsible for obtaining these assurances from the Ultimate Consumer and for conveying good title to WS.
11.4 Subscriber transacts as principal. Unless the parties agree otherwise in writing, a Subscriber submitting a Product on behalf of an Ultimate Consumer sells to WS in the Subscriber’s own name and for its own account, as an independent principal (consistent with Section 2.1). The Subscriber’s arrangement with, and any payment or credit owed to, its Ultimate Consumer is the Subscriber’s sole responsibility; WS has no contract with, and no payment or other obligation to, the Ultimate Consumer.
11.5 Inspection; acceptance or rejection. Upon receipt WS will inspect the Product. If it matches the submission and passes assessment, WS confirms the purchase in writing and the offer becomes binding. If it does not, WS may, in its discretion, (a) revise its offer, which the seller may accept or decline, or (b) reject the Product and return it under Section 11.6.
11.6 Shipping, risk, and return of rejected Products. Unless WS provides a prepaid label, the seller arranges, pays for, and insures shipment of the Product to WS. If WS revises its offer and the seller declines, or WS rejects the Product, the seller bears the cost of, and risk of loss on, the return shipment. For each leg, risk of loss passes on tender to the carrier, and each shipment must be insured for its full value.
11.7 Payment and passage of title. On a confirmed purchase, title to the Product passes to WS upon the later of WS’s written confirmation and WS’s receipt of the Product, and the seller warrants clear title at that time. WS will pay the confirmed purchase price to the Buyer or Subscriber (and not to any Ultimate Consumer) within five (5) business days of confirmation, by a method the parties agree.
11.8 Trade-ins. Where a purchase is structured as a trade-in against a Product the Buyer or Subscriber is purchasing from WS, the confirmed trade-in value is applied as a credit against that purchase, and any balance is due under Article 5. Each watch’s title and risk of loss follow the applicable Sections of this Agreement.
11.9 Suspected counterfeit or stolen goods. If WS’s assessment determines that a submitted Product is counterfeit, materially misrepresented, or subject to an adverse ownership claim, WS may decline to complete the purchase and, where required by law, may retain the Product and report the matter to the manufacturer or authorities. The seller’s warranties in Section 11.3 are conditions of any purchase.
11.10 Indemnity; service terms. The seller (Buyer or Subscriber) will indemnify and defend WS against claims arising from a breach of this Article, including third-party ownership or authenticity claims and claims by an Ultimate Consumer relating to the sale or trade, consistent with Article 14. The eligibility, submission requirements, response times, daily limits, and misuse rules for the market-offer service are set out in the Terms of Service; WS may modify or withdraw that service as provided there. This Article governs the resulting purchase or trade.
ARTICLE 12 — COMPLIANCE12.1 Onboarding diligence. WS may require, and Buyer will provide, information and documentation before approving an account or credit, and periodically thereafter. WS may decline or suspend any account that fails screening.
12.2 Records. Buyer will maintain records sufficient to demonstrate compliance and provide them to WS on reasonable request.
ARTICLE 13 — INTELLECTUAL PROPERTY AND BRAND MARKS13.1 WS content. WS grants Buyer a limited, non-exclusive, revocable license to use WS-provided images and descriptions solely to market and resell Products purchased or listed under this Agreement. All such content remains WS’s (or its licensors’) property.
13.2 Third-party trademarks. Products bear third-party brand names and marks (e.g., watch manufacturers). WS grants no rights in those third-party marks. Buyer is solely responsible for its own use of any third-party mark and for ensuring its marketing does not falsely imply authorization, affiliation, or authorized-dealer status. Subscriber-specific obligations and indemnity appear in Schedule A, Section A.8.
ARTICLE 14 — INDEMNIFICATION, LIABILITY, AND INSURANCE14.1 Buyer indemnity. Buyer will indemnify and defend WS against third-party claims arising from Buyer’s resale activities, representations to its customers beyond WS’s warranties, use of trademarks, sales or trades of Products to WS under Article 11, or breach of this Agreement.
14.2 WS indemnity. WS will indemnify Buyer against third-party claims that a Product is not authentic as guaranteed under Article 8, subject to the limitations in this Article.
14.3 Limitation of liability. Except for the Article 8 authenticity remedy, a party’s indemnity obligations, and amounts owed for Products, neither party is liable for indirect, incidental, or consequential damages, and each party’s aggregate liability is capped at the amounts Buyer paid WS for the Product.
14.4 Insurance. Each party will maintain commercially reasonable insurance, including coverage for goods in transit and in its custody.
ARTICLE 15 — TERM AND TERMINATION15.1 Term. This Agreement begins on the Effective Date and continues until terminated.
15.2 Termination for convenience. Either party may terminate on 30 days’ written notice; termination does not affect accepted Reservations or accrued payment obligations.
15.3 Termination for cause / suspension. WS may suspend Platform access, credit, and/or terminate for non-payment, failed compliance screening, or material breach. Suspension of Platform access does not by itself cancel an in-transit Order, and cancellation of an Order does not by itself terminate Platform access — each remedy operates independently.
15.4 Survival. Articles 8, 9, 11, 12, 13, 14, and 16–18, and any accrued payment obligations, survive termination.
ARTICLE 16 — CONFIDENTIALITY16.1 Confidential information. Each party will protect the other’s non-public business information disclosed under this Agreement and use it only to perform this Agreement.
ARTICLE 17 — REPRESENTATIONS17.1 Authority. The individual accepting this Agreement represents that they are authorized to bind Buyer, and that Buyer is duly organized and able to perform.
17.2 Business use. Buyer represents it is acquiring Products for resale in the course of business, not as a consumer.
ARTICLE 18 — GENERAL18.1 Electronic acceptance. Buyer’s electronic acceptance is enforceable. WS will record the version accepted, the date/time, and the accepting user’s identifiers, and may require re-acceptance when terms change materially.
18.2 Order of precedence. In case of conflict, Schedule A controls over the general terms for Subscribers; an executed written amendment controls over both.
18.3 Governing law; disputes. This Agreement is governed by the laws of the State of Florida, and the parties submit to jurisdiction in Miami-Dade County.
18.4 Assignment. Buyer may not assign without WS’s consent; WS may assign to an affiliate or successor.
18.5 Notices. Notices are given via written or electronic means.
18.6 Entire agreement; amendment. This Agreement (with Schedule A and any exhibits) is the entire agreement and may be amended only as stated in Sections 18.1–18.2. If any provision is unenforceable, the rest remains in effect.
SCHEDULE A
WHITE-LABEL SUBSCRIBER MODULE
This Schedule A applies only to Buyers enrolled as Subscribers, and is in addition to the general terms above. Where it conflicts with the general terms, this Schedule A controls for Subscribers.
A.1 Applicability
A.1 This Schedule applies only to a Buyer that WS has approved as a Subscriber. All defined terms have the meanings given in the Agreement.
A.2 Grant of Platform License
A.2.1 WS grants Subscriber a limited, non-exclusive, non-transferable, revocable license to display the Inventory items selected by Subscriber and associated WS images and data on Subscriber’s approved channel, and to submit Reservations for WS to fulfil, solely as contemplated here. WS may modify or withdraw any listing at any time.
A.2.2 Fees. Subscriber will pay the Platform fees, if any, per the rate described in the Subscriber Agreement (Terms of Service).
A.3 Subscriber as Seller of Record
A.3 Subscriber sells to the Ultimate Consumer in Subscriber’s own name and is the merchant and seller of record to the Ultimate Consumer. WS has no contract with, and no direct obligation to, the Ultimate Consumer, except to fulfil authenticity and warranty obligations through Subscriber as set out below.
A.4 White-Label Order and Payment Flow — Prepaid Before Ship
A.4.1 For each white-label sale: (a) the Ultimate Consumer pays Subscriber; (b) Subscriber places the Reservation with WS and pays WS the Wholesale Price within a payment window of 48 hours; (c) WS ships only after Subscriber’s funds have cleared, unless credit terms have been established and are in place; and (d) Subscriber sends, and WS receives, Subscriber’s shipping label. WS will only ship using Subscriber’s shipping label.
A.4.2 If Subscriber’s funds do not clear within the window, WS may cancel the Reservation. As between WS and Subscriber, any obligation to the Ultimate Consumer arising from a cancelled or unpaid Order is Subscriber’s sole responsibility.
A.4.3 Drop-shipping. Subscriber may elect to have WS drop-ship directly to the Ultimate Consumer on Subscriber’s behalf, or to Subscriber. WS packaging/paperwork will not identify WS. Subscriber acknowledges that any resulting channel/disintermediation risk is Subscriber’s own.
A.5 Risk and Insurance on White-Label Shipments
A.5 For the outbound shipment from WS to the Ultimate Consumer, Subscriber must provide its own label and insurance. Risk of loss passes on tender to the carrier.
A.6 Pass-Through Warranty and Authenticity
A.6.1 Back-to-back, capped. Subscriber may pass through to the Ultimate Consumer the one-year service warranty (Article 9) and the authenticity guarantee (Article 8). Subscriber’s promises to the Ultimate Consumer must not exceed WS’s obligations to Subscriber. Any broader, longer, or additional promise Subscriber makes is Subscriber’s sole liability, and WS owes Subscriber only the Article 8/9 terms.
A.6.2 Warranty clock — WS window is the outer window. So that transit and relay time never strands Subscriber, WS’s obligation is triggered by the date the Ultimate Consumer notifies Subscriber of a covered issue (and Subscriber promptly notifies WS), and WS honors any claim so notified within the one-year consumer period even if the Product physically reaches WS afterward.
A.6.3 Relay process. For a covered claim: the Ultimate Consumer ships the Product to Subscriber; Subscriber ships it to WS; WS repairs (or resolves under Section 9.6) and drop-ships the Product back to the Ultimate Consumer or to the Subscriber as per Subscriber’s instructions.
A.7 Warranty-Relay Logistics and Transit Insurance
A.7 For each leg of the warranty relay (Consumer→Subscriber, Subscriber→WS, and WS→Consumer), the party bearing shipping cost and the party bearing risk of loss / responsible for insurance are as follows: Consumer→Subscriber (Subscriber bears risk); Subscriber→WS (Subscriber bears risk); and WS→Consumer (Subscriber bears risk because it is Subscriber’s label; however, on a valid claim, WS will reimburse Subscriber for the cost of shipping).
A.8 Trademark Use and Indemnity
A.8.1 Subscriber will not represent itself as an authorized dealer of any watch brand, will comply with WS’s brand-use guidelines, and will not alter WS-supplied images to misstate a Product.
A.8.2 Subscriber will indemnify and defend WS against claims arising from Subscriber’s use of third-party brand names/marks on Subscriber’s channel and from Subscriber’s representations to Ultimate Consumers.
A.9 Consumer Returns and Distance-Selling Compliance
A.9 Any buyer’s-remorse return, cooling-off, or distance-selling right owed to an Ultimate Consumer is Subscriber’s sole responsibility and cost. WS is not obligated to accept back a non-defective Product already shipped to an Ultimate Consumer.
A.10 Consumer Data
A.10 As between the parties, Subscriber owns/controls the Ultimate Consumer’s personal data. Each party will handle personal data in compliance with applicable law and the Privacy Policy.
A.11 Platform Suspension and Termination
A.11 WS may suspend or terminate Subscriber’s Platform access for non-payment, failed screening, brand misuse, or breach. Consistent with Section 15.3, suspending Platform access does not cancel an in-progress Reservation, and cancelling a Reservation does not by itself terminate Platform access.
ACCEPTED BY BUYER
By clicking “I agree,” Buyer accepts this Agreement, and, if enrolling as a Subscriber, Schedule A.
Name: ____________________ Title: ____________ Entity: ____________________ Date: __________
Accar Watches LLC d/b/a Watchstox • 111 NE 1st Street, Suite 500, Miami, FL 33132 • sales@watchstox.com • (305) 379-2801 • watchstox.com
