1. Acceptance and Scope
These Digital Services Terms & Conditions (“Terms”) govern access to and use of Commerce Roots-operated Digital Services that link to or expressly reference these Terms.
For these Terms, “Digital Services” means websites, web applications, mobile applications, customer or supplier portals, forms, digital interfaces, communications tools, and other digital products or services operated by Commerce Roots that link to or expressly reference these Terms. This definition does not state that every type of Digital Service currently exists.
By accessing or using an applicable Digital Service, the user agrees to these Terms. If the user acts for a company or other organization, the user represents that the user has authority to act for that organization with respect to the applicable use. If the user does not agree, the user should not use the Digital Service.
2. Digital Service Terms and Commercial Transaction Agreements
These are general Digital Service terms. They do not, by themselves, establish every term of a purchase, sale, sourcing engagement, procurement service, logistics arrangement, distribution relationship, marketplace transaction, software service, or other commercial transaction.
Specific transactions may be governed by accepted quotations, purchase orders, invoices, sales agreements, procurement agreements, logistics agreements, distribution agreements, marketplace terms, payment terms, statements of work, or other written transaction documentation. To the extent of a conflict, applicable accepted or executed transaction documentation controls over these general Terms where legally appropriate.
3. About Commerce Roots LLC
Commerce Roots LLC is a U.S.-based commercial company engaged, depending on the relevant transaction, in domestic commerce, international trade, sourcing, procurement, purchasing, importing, exporting, resale, wholesale, distribution, e-commerce, marketplace sales, logistics coordination, commercial services, and related lawful activities.
Commerce Roots does not perform every activity in every transaction. Its specific role, responsibilities, rights, and obligations depend on the applicable request and transaction documentation.
4. Independent Business Relationships
Commerce Roots may work with independent suppliers, manufacturers, distributors, contractors, logistics providers, marketplaces, payment providers, professional advisers, technology providers, and other commercial counterparties.
Any agency, affiliate, partnership, employment, or joint-venture relationship exists only where formally established. No independent third party may bind Commerce Roots unless Commerce Roots has expressly authorized that authority in writing.
5. Different Roles in Different Transactions
Commerce Roots may act, depending on the transaction, as purchaser, seller, reseller, distributor, sourcing or procurement provider, commercial service provider, logistics coordinator, marketplace seller, software or Digital Service provider, or another lawful commercial role.
Nothing in a general website description establishes that Commerce Roots always acts in one capacity. The applicable quotation, invoice, purchase order, agreement, marketplace record, or other transaction documentation determines the specific relationship.
6. Domestic and International Commerce
Commerce Roots may conduct commerce within the United States and may source, purchase, import, export, distribute, or sell products internationally. Commerce Roots is not limited to a particular country, region, marketplace, or trade route.
Availability depends on applicable law, sanctions, export controls, customs requirements, licenses, supplier availability, logistics, payment arrangements, commercial feasibility, and the specific transaction.
7. Request a Quote
Submitting a Request a Quote is an inquiry or request for evaluation. Submission does not by itself create:
a binding contract;
an accepted purchase order;
an approved supplier or reservation;
a guarantee of product, service, or supplier availability;
a guarantee of price, specification, condition, compatibility, or delivery; or
an obligation for Commerce Roots to accept or complete the transaction.
Commerce Roots may request additional information, clarification, documentation, verification, or customer approval before preparing or confirming a quotation. Commerce Roots may decline a request where unavailable, commercially infeasible, incomplete, prohibited, restricted, inconsistent with its capabilities, or otherwise unsuitable.
8. Quotations
A quotation may identify a quote reference, validity period, currency, product or service description, quantity, pricing assumptions, delivery or logistics assumptions, exclusions, payment requirements, estimated timing, availability, and acceptance requirements.
Unless expressly stated otherwise, a quotation is an offer subject to its stated validity period, assumptions, availability, and acceptance requirements. A quotation does not become binding merely because it was prepared or transmitted.
Acceptance may require a signed document, confirmed purchase order, deposit or other payment, electronic acceptance, or another process stated in the quotation or transaction documentation. An expired quotation may be withdrawn, updated, or repriced. Any ambiguity should be resolved by the applicable written transaction documentation.
9. Pricing, Currency, and Cost Changes
Supplier pricing, product availability, freight rates, fuel costs, exchange rates, duties, tariffs, taxes, insurance, transportation costs, customs charges, marketplace fees, payment-provider fees, regulatory costs, and other expenses may change.
Preliminary website information or discussions should not be interpreted as a guarantee of price. Quotations may rely on stated assumptions and may exclude costs not known or reasonably determinable when prepared. If a material assumption changes before a binding transaction is established, Commerce Roots may revise the quotation.
Once binding transaction documentation is executed, its pricing, currency, adjustment, and allocation provisions control.
10. Payment Terms and Methods
Depending on the transaction, Commerce Roots may require a deposit, partial advance payment, full advance payment, milestone payments, payment on or after shipment, payment against documents, invoice payment, or another stated schedule.
Accepted methods may include, where offered, card payment, ACH or bank payment, wire transfer, digital wallet, payment link, hosted checkout, marketplace-processed payment, or another lawful method. The applicable quotation, invoice, checkout, marketplace, or agreement will identify accepted methods and schedules.
Payment or collection fees may apply where lawful and clearly disclosed. Commerce Roots may suspend or delay performance for nonpayment where permitted by applicable law and transaction documentation. These Terms do not impose a universal deposit percentage, payment fee, or schedule.
11. Payment Authorization, Failures, Holds, and Disputes
By submitting a payment through an available method, the payer represents that the payer is authorized to use that method and authorizes processing of the stated amount according to the applicable transaction documentation.
Payments may be declined, delayed, held, reversed, or reviewed because of provider rules, fraud screening, insufficient funds, sanctions or compliance review, verification, technical error, chargebacks, or other circumstances. Commerce Roots may request reasonable verification or another payment method.
A successful authorization or payment does not automatically override product availability, fraud or sanctions review, export-control requirements, customer-verification requirements, cancellation rights, or transaction-specific conditions. Refunds, reversals, disputes, and chargebacks are subject to applicable law, provider rules, and transaction documentation.
12. Independent Payment Providers
Payments may be processed by Stripe or another approved payment processor, payment gateway, bank, financial institution, digital-wallet provider, marketplace payment provider, or equivalent lawful provider where implemented.
Provider terms and privacy practices may apply. Commerce Roots does not control every provider authorization, decline, hold, reversal, fraud review, investigation, or availability decision. Commerce Roots may add or change approved providers as business needs evolve, subject to applicable law and contracts. Use of a provider does not by itself create an agency, affiliate, partnership, or joint-venture relationship between Commerce Roots and that provider.
Commerce Roots does not state through these Terms that any specific processor is currently active or that Commerce Roots has received any particular payment-security certification.
13. Cancellation
Cancellation rights and consequences depend on the product or service, supplier commitments, custom sourcing or procurement work, purchase status, manufacturing status, shipment status, marketplace terms, payment-provider rules, transaction documentation, and mandatory law.
Commerce Roots may incur nonrecoverable supplier, logistics, inspection, documentation, banking, marketplace, or other third-party costs. Applicable documentation should identify responsibility for such costs. These Terms do not state that all payments are nonrefundable.
14. Returns and Refunds
Return and refund eligibility may depend on product type, condition, supplier or manufacturer terms, marketplace policies, delivery circumstances, transaction documentation, and applicable consumer law.
No universal return or refund right is created by these Terms. Any transaction-specific authorization, inspection process, restocking cost, return shipping responsibility, or refund condition should be stated in applicable documentation or required by law.
15. Used Equipment and Used Goods
Commerce Roots may source, purchase, distribute, or sell used machinery, equipment, parts, or other goods where applicable. Age, operating hours, prior use, wear, maintenance history, cosmetic condition, modifications, missing records, and other conditions may affect used goods.
Photographs, videos, descriptions, inspection reports, or available records may not reveal every condition issue. Depending on the transaction, an independent inspection, technical review, test, or verification may be recommended before purchase or shipment.
Condition statements, refurbishment, inspection, hours, warranty, or fitness should be defined in transaction documentation. A warranty exists only if expressly provided in writing by Commerce Roots, provided by a manufacturer or supplier, or required by applicable law. These Terms do not impose a universal “as is” waiver.
16. Product Information and Customer Responsibility
Customers are responsible for providing accurate and complete specifications, model and part numbers, intended use, quantity, compatibility requirements, destination requirements, and other material information necessary to evaluate a request.
Customers should review final product or service descriptions, specifications, quantities, compatibility, condition, technical requirements, and destination restrictions before accepting a transaction. To the extent permitted by law, Commerce Roots is not responsible for an error or incompatibility caused by materially inaccurate, incomplete, or misleading customer-supplied information unless Commerce Roots expressly agreed in writing to independently verify that information.
17. User-Submitted Content, Files, and Third-Party Data
By submitting documents, specifications, photographs, product images, technical files, personal information, or other content, a user represents that:
the user has the right or authority to provide the content for the applicable purpose;
the submission does not unlawfully infringe another party’s intellectual-property, privacy, confidentiality, or other rights;
the user has a lawful basis or appropriate authorization to provide personal information relating to another individual; and
the submission does not knowingly contain malware, malicious code, or other harmful content.
Users should not submit sensitive personal information unless specifically requested and reasonably necessary. Commerce Roots may restrict, reject, quarantine, or remove files that present security, legal, operational, or technical risk, subject to applicable obligations.
18. Limited Permission to Use Submitted Content
The user grants Commerce Roots a limited, nonexclusive permission to access, reproduce, transmit, translate where necessary, and otherwise use submitted content only as reasonably necessary to evaluate the request, provide requested services, communicate with relevant suppliers or providers, administer or fulfill a transaction, maintain appropriate records, protect legal rights, and comply with legal obligations.
This permission does not transfer ownership of user content and is not a broad license to commercially exploit user content for unrelated purposes.
19. Sourcing and Procurement Services
Commerce Roots may identify or evaluate suppliers, manufacturers, products, pricing, specifications, availability, and commercial options. Supplier identification, search results, communications, or recommendations do not by themselves guarantee supplier performance, authenticity, solvency, quality, compliance, delivery, or continued availability.
Information may rely on supplier-provided materials, public information, third-party sources, and commercial information reasonably available at the time. Pricing, lead times, and availability may change.
Commerce Roots may charge sourcing, procurement, coordination, research, inspection-support, or related fees where specified in transaction documentation. Customer approval, payment, or signed documentation may be required before Commerce Roots makes a purchase commitment or authorizes a third-party expense.
20. Logistics Coordination
Commerce Roots may coordinate transportation, freight, warehousing, fulfillment, delivery, or related logistics directly or through independent providers.
Unless expressly stated in applicable documentation and legally authorized, Commerce Roots is not acting as the underlying motor carrier, ocean carrier, air carrier, freight forwarder, customs broker, insurer, or other licensed transportation professional. Carriers and logistics providers may issue their own bills of lading, tariffs, limitations, claim procedures, or service conditions.
Shipping and delivery estimates may be affected by carrier operations, customs, ports, weather, government action, supplier delays, inspections, documentation, equipment availability, labor disruption, international events, or other circumstances outside reasonable control.
21. Title, Risk of Loss, Insurance, Delivery, and Incoterms
Title to goods, risk of loss, shipping responsibilities, insurance responsibility, delivery point, and importer or exporter responsibilities will be determined by applicable transaction documentation, any stated Incoterm, governing law, carrier documentation, or other agreed terms.
No single Incoterm, title rule, or risk-of-loss rule applies universally. If an Incoterm is used, the applicable version and named place should be identified in the transaction documentation.
22. Inspection, Damage, Shortage, and Discrepancy Claims
Where applicable, customers should inspect goods reasonably promptly after delivery or availability for inspection and report visible damage, shortages, discrepancies, incorrect goods, or nonconformity according to transaction documentation and applicable law.
Any claim timing and documentation requirements may vary. These Terms do not impose an unreasonably short universal deadline or eliminate mandatory remedies. Delay in reporting may affect the ability to preserve evidence, pursue a carrier or supplier claim, or obtain an available remedy.
23. Customs, Import, and Export Requirements
Domestic and international transactions may be subject to customs, import, export, licensing, classification, documentation, permits, duties, tariffs, taxes, inspections, product standards, restricted-goods rules, and destination requirements.
Responsibility for importer or exporter of record, licenses, permits, classification, documents, declarations, payment of duties or taxes, and compliance should be determined by applicable law and transaction documentation.
Commerce Roots may decline or suspend a transaction if required information is unavailable or if the transaction may violate applicable trade, customs, sanctions, export-control, or other legal requirements.
24. Export Controls and Economic Sanctions
Users and customers may not use Commerce Roots or a Digital Service to request, facilitate, or conduct a transaction prohibited by applicable export-control laws, economic sanctions, embargoes, restricted-party rules, or trade restrictions.
Commerce Roots may request information concerning parties, ownership, end users, end use, product classification, origin, destination, routing, payment source, and other matters reasonably relevant to compliance. Commerce Roots may conduct reasonable screening or diligence and may decline, hold, or suspend a transaction based on legal, regulatory, reputational, or risk concerns.
This section does not represent that Commerce Roots maintains a particular formal compliance program or screening technology unless separately confirmed.
25. Taxes, Duties, and Government Charges
Sales, use, value-added, excise, customs, import, export, withholding, marketplace, and other taxes, duties, tariffs, assessments, or government charges may be additional unless expressly included in the applicable quotation or transaction documentation.
Responsibility for calculation, collection, reporting, and payment depends on applicable law and transaction terms.
26. E-Commerce and Marketplace Transactions
Commerce Roots may sell selected merchandise through direct commercial channels and, where implemented, Amazon, eBay, Walmart Marketplace, TikTok Shop, Meta or Facebook commerce, Instagram Shop, Shopify or another direct online store, Mercado Libre, wholesale channels, or other marketplaces.
Transactions completed through an independent marketplace may be governed by that marketplace’s account terms, payment rules, shipping rules, returns procedures, privacy policy, seller requirements, and dispute processes. These Terms do not override mandatory marketplace requirements or consumer rights.
Internal sales-channel readiness, marketplace classification, or integration architecture does not mean a live storefront, listing, payment connection, or marketplace API currently exists.
27. Digital Service Accounts
Where account functionality is implemented, users must provide accurate information, maintain the security of authentication credentials, avoid improper sharing of access, use only authorized roles and permissions, and promptly report suspected unauthorized access.
Commerce Roots may reasonably verify identity or authority and may restrict, suspend, or deactivate access for security risk, fraud, unlawful use, unauthorized access, material violation, account inactivity, or another legitimate reason, subject to applicable law and contracts.
Users are responsible for activity performed through their credentials to the extent permitted by law, but should promptly report suspected compromise so appropriate protective action can be considered.
28. Conditional Software and Application License
Where Commerce Roots provides software or an application under these Terms, Commerce Roots grants the authorized user a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the software for its intended purpose during the authorized period, subject to applicable law and any app-specific terms.
The license may be revoked or suspended where lawful for material breach, security risk, misuse, nonpayment where applicable, or termination of the relevant service. No ownership interest is transferred.
Third-party and open-source components remain subject to their applicable licenses. Nothing in these Terms restricts rights that cannot lawfully be restricted.
29. Digital Service Availability, Updates, and Compatibility
Commerce Roots does not promise perpetual availability, uninterrupted operation, error-free software, compatibility with every device or browser, or indefinite support for every feature.
Commerce Roots may update, maintain, modify, suspend, or discontinue a Digital Service or feature for security, legal, technical, operational, or business reasons, subject to applicable contracts and mandatory law. Where appropriate, Commerce Roots may provide notice of a material discontinuation affecting paid or active services.
30. Automation and AI-Assisted Tools
Commerce Roots may in the future use automation or AI-assisted tools to support customer service, internal classification, sourcing, research, procurement, logistics, workflow management, drafting, quotation preparation, portals, applications, communications, and marketplace operations.
Such tools may assist but do not independently alter binding contractual terms unless an authorized process expressly provides otherwise. Users remain responsible for reviewing quotations, orders, invoices, agreements, and other binding transaction documentation.
No provision states that Commerce Roots currently uses a fully autonomous agent to approve transactions or make legally significant decisions. App-specific or feature-specific terms and notices may apply where AI materially affects a Digital Service.
31. Electronic Communications and Records
By submitting a request or providing contact information, a user consents to receive operational communications reasonably related to that request, account, quotation, transaction, payment, security issue, or customer-service interaction through email, telephone, WhatsApp, portal, marketplace messaging, or another channel the user selected or authorized.
Electronic quotations, notices, attachments, acceptances, signatures where legally valid, and other documents may be transmitted and retained electronically. The parties may establish separate electronic-acceptance or signature requirements for a binding transaction.
Consent to operational communications does not automatically constitute consent to marketing.
32. Intellectual Property
Unless otherwise indicated, Commerce Roots or its licensors own the Commerce Roots name, branding, original website or application interface elements, original software or source code where applicable, documentation, proprietary classifications, workflows, databases or compilations to the extent protectable, original commercial documents, graphics, and text, in each case to the extent protected by applicable intellectual-property law.
Commerce Roots does not claim ownership of ideas, facts, general methods, customer-owned content, third-party trademarks, manufacturer materials, product information owned by others, or open-source materials beyond applicable license rights.
Third-party names, products, trademarks, and logos remain the property of their respective owners. Reference to a third party does not necessarily imply sponsorship, affiliation, partnership, authorization, or endorsement.
33. Acceptable Use
Users may not use a Digital Service to:
engage in unlawful, deceptive, fraudulent, abusive, or prohibited activity;
attempt unauthorized access to systems, accounts, files, or data;
introduce malware, malicious files, automated attacks, or harmful code;
interfere with operation, security, availability, or another user;
impersonate another person or organization or submit materially false identity or transaction information;
submit fraudulent requests or prohibited transactions;
infringe another party’s privacy, confidentiality, intellectual-property, or other rights;
scrape or systematically extract protected content or data in violation of applicable law or enforceable restrictions;
reverse engineer protected functionality except where applicable law expressly permits it; or
misuse Commerce Roots’ name, branding, content, documents, systems, or access permissions.
Nothing in this section prohibits activity that cannot lawfully be restricted.
34. Website and Digital Service Information
Commerce Roots seeks to provide useful information, but general Digital Service content may contain errors, omissions, estimates, or outdated information and may change without notice.
General content does not replace specifications, pricing, representations, warranties, and other terms in binding transaction documentation. A Digital Service may be interrupted, modified, unavailable, or discontinued, and Commerce Roots does not promise uninterrupted or error-free availability.
35. Third-Party Services, Links, and Integrations
Digital Services may link to or integrate with independent payment providers, marketplaces, logistics platforms, communications providers, identity providers, hosting or storage services, accounting services, app stores, AI providers, and other external platforms.
Independent provider terms and privacy policies may apply. Commerce Roots is not responsible for an independent third party’s content, privacy practices, availability, errors, or performance except to the extent Commerce Roots expressly assumes responsibility in transaction documentation or liability cannot legally be excluded.
36. Third-Party Warranties and Performance
Manufacturer, supplier, marketplace, payment-provider, carrier, app-store, software-provider, and service-provider warranties or commitments belong to those parties unless Commerce Roots expressly provides its own written warranty or assumes a specific obligation in binding transaction documentation.
Commerce Roots provides its own warranty only when expressly stated in writing or required by applicable law. Commerce Roots does not guarantee an independent provider’s performance merely because the provider was identified, communicated with, coordinated, or integrated.
37. Force Majeure
To the extent permitted by law and applicable transaction documentation, Commerce Roots will not be responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, epidemics or pandemics, government action, sanctions or legal restrictions, port or border closures, transportation interruption, carrier failure, supplier disruption, labor disruption, utility failure, or cyber incidents beyond reasonable control.
The affected party should use commercially reasonable efforts appropriate to the circumstances to mitigate the effect. This section does not excuse obligations already due or obligations that applicable law does not permit to be excused.
38. Limitation of Liability
To the maximum extent permitted by applicable law, Commerce Roots will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising solely from use of, or inability to use, a general Digital Service.
Liability relating to an actual purchase, sale, sourcing, procurement, logistics, distribution, software service, payment, marketplace, or other commercial transaction should be determined under applicable transaction documentation and governing law. Specific transaction agreements may contain additional lawful limitations, exclusions, allocations of risk, or remedies.
Nothing in these Terms excludes, limits, or waives liability, remedies, or rights that cannot legally be excluded, limited, or waived.
39. Indemnification
To the extent permitted by applicable law, a user may be responsible for reasonable losses, liabilities, claims, and costs arising from the user’s unlawful misuse of a Digital Service, material breach of these Terms, fraudulent submission, malicious file, or infringement caused by user-supplied materials.
This section does not create an unlimited indemnity for ordinary commercial disputes and does not apply to the extent loss was caused by Commerce Roots or another party in circumstances where applicable law does not permit indemnification.
40. Governing Law
These Terms are intended to be governed by laws applicable to Commerce Roots LLC in the State of Delaware, United States, without regard to conflict-of-laws principles and without automatically overriding mandatory law that may apply to a particular user, consumer, employee, or transaction.
Specific commercial or app-specific agreements may establish their own governing law, forum, jurisdiction, or dispute-resolution procedure.
These Terms do not impose mandatory arbitration, a class-action waiver, a jury-trial waiver, exclusive forum selection, or an attorney-fee provision. Those are legal-strategy decisions requiring specific approval and legal review before inclusion.
41. Mandatory Legal Rights
Mandatory consumer, privacy, employment, electronic-commerce, accessibility, product-liability, or other legal rights that cannot be waived remain applicable. If applicable law provides greater protection than these Terms, that law controls to the required extent.
42. Assignment
Commerce Roots may assign these Terms in connection with a legitimate merger, acquisition, financing, restructuring, sale of assets, or business transfer, subject to applicable law and relevant contracts.
A user may not assign obligations under a specific transaction where the applicable documentation prohibits assignment or requires prior consent. This section does not restrict an assignment that cannot lawfully be restricted.
43. Severability
If a provision is held invalid, illegal, or unenforceable, it should be enforced to the maximum extent permitted, and the remaining provisions remain effective unless applicable law requires a different result.
44. Waiver
Failure or delay by Commerce Roots in enforcing a provision does not necessarily waive that provision or the right to enforce it later. A waiver is effective only to the extent clearly established under applicable law or written transaction documentation.
45. Entire Agreement and Order of Precedence
For general Digital Service use, these Terms, the Master Privacy Policy, and applicable notices constitute the general agreement concerning use of the relevant Digital Service.
For specific application functionality, these Terms apply together with any app-specific terms. App-specific terms control a conflict concerning that application feature where they expressly say so and where legally appropriate.
For commercial transactions, accepted or executed quotations, purchase orders, invoices, sales agreements, procurement agreements, logistics agreements, marketplace terms, payment terms, statements of work, or other transaction documentation control over conflicting general Digital Service Terms where legally appropriate.
Documents should be read together where they can reasonably be reconciled.
46. Changes to These Terms
Commerce Roots may revise these Terms as its Digital Services, technologies, commercial activities, vendors, and legal requirements evolve. The current version and effective date should be published wherever the Terms apply.
Where required by applicable law or contract, Commerce Roots will provide additional notice of material changes. Changes do not retroactively alter binding transaction terms unless permitted by the applicable agreement and law.
47. Contact
Commerce Roots LLC
Business Location: Newark, Delaware, United States
Email: admin@commerceroots.com
Phone: +1 (501) 201-2617
Phone: +1 (201) 464-1481