Effective Date: January 1, 2026

Last Updated: January 1, 2026

These Terms & Conditions (“Terms”) govern access to and use of the website operated by Topaas Wholesales, LLC, an Ohio limited liability company (“Topaas Wholesales,” “Company,” “we,” “our,” or “us”). The website, together with all content, forms, tools, and related services made available through it, is referred to collectively as the “Website.”

By accessing, browsing, or using the Website in any manner, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree with any part of these Terms, you must discontinue use of the Website immediately.

Intended Business Use and Eligibility

The Website is intended solely for business and commercial use by retailers, distributors, and other authorized commercial entities. By using the Website, you represent and warrant that you are at least eighteen (18) years of age and that you are acting on behalf of a business entity or as an authorized representative with the legal authority to bind such entity. The Website is not designed for, nor intended to be used for, personal, household, or consumer purposes.

Scope and Purpose of the Website

Topaas Wholesales operates as a wholesale distribution company. The Website is provided for informational and communication purposes only, including the presentation of company information, product and brand details, and the facilitation of wholesale order requests and business inquiries. The Website does not function as an ecommerce platform, and no online sales transactions are completed through it. Nothing contained on the Website constitutes an offer, solicitation, or guarantee to sell products unless expressly confirmed in writing by Topaas Wholesales.

Wholesale Order Requests and Contract Formation

Any order submitted through the Website constitutes a non-binding request only. All order requests are subject to manual review, verification, product availability, and acceptance by Topaas Wholesales. Pricing, quantities, delivery schedules, and other commercial terms are confirmed separately through direct communication. A binding contractual relationship is formed only upon written confirmation issued by Topaas Wholesales. The Company reserves the right, at its sole discretion, to accept, reject, modify, delay, or cancel any order request for any lawful reason.

Product Information, Pricing and Availability

Product descriptions, pricing, specifications, packaging details, and availability information displayed on the Website are provided for general reference purposes and are subject to change without notice. While reasonable efforts are made to ensure accuracy, Topaas Wholesales does not warrant that such information is complete, current, or free from error. The Company reserves the right to correct inaccuracies, omissions, or typographical errors at any time and shall not be liable for reliance placed on such information.

Communications and Consent to Electronic Contact

By submitting information through the Website, you consent to receive communications from Topaas Wholesales through electronic means, including email and telephone, for legitimate business purposes. Such communications may include responses to inquiries, order confirmations, clarifications regarding product availability, and service-related notices. You acknowledge that electronic communications satisfy any legal requirement that communications be in writing.

Intellectual Property and Proprietary Rights

All content available on the Website, including but not limited to text, logos, trademarks, trade names, graphics, images, layouts, and design elements, is the exclusive property of Topaas Wholesales or its licensors and is protected under applicable United States intellectual property laws. No content may be copied, reproduced, republished, transmitted, distributed, modified, or otherwise exploited for commercial purposes without the prior written consent of Topaas Wholesales.

Acceptable Use and User Conduct

You agree to use the Website only for lawful purposes and in compliance with these Terms. You may not submit false, misleading, or fraudulent information, attempt unauthorized access to the Website or its systems, interfere with Website functionality or security, or engage in conduct that may harm Topaas Wholesales, its operations, or its reputation. Any misuse of the Website may result in immediate suspension or termination of access.

Confidentiality and Business Information

Any non-public business information exchanged between you and Topaas Wholesales through the Website shall be treated as confidential unless disclosure is required by law or expressly authorized. While reasonable safeguards are implemented, you acknowledge that electronic communications are not completely secure, and Topaas Wholesales shall not be liable for unauthorized disclosures beyond its reasonable control.

Third-Party Websites and External Resources

The Website may contain links to third-party websites or resources provided for convenience or informational purposes. Topaas Wholesales does not control, endorse, or assume responsibility for the content, accuracy, or privacy practices of third-party websites. Accessing such websites is done entirely at your own risk.

Disclaimer of Warranties

The Website and all content and services are provided on an “as is” and “as available” basis. To the fullest extent permitted under Ohio law, Topaas Wholesales expressly disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and uninterrupted availability. The Company does not warrant that the Website will be error-free, secure, or continuously available.

Limitation of Liability

To the maximum extent permitted by law, Topaas Wholesales shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to use of the Website, including loss of profits, business interruption, loss of data, or reputational harm, even if advised of the possibility of such damages. Any liability of the Company shall be limited to the amount, if any, paid by you to Topaas Wholesales in connection with the specific matter giving rise to the claim.

Indemnification

You agree to indemnify, defend, and hold harmless Topaas Wholesales, its members, managers, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, arising from your use of the Website, your violation of these Terms, or your violation of any applicable law or third-party rights.

Suspension and Termination of Access

Topaas Wholesales reserves the right to suspend, restrict, or terminate your access to the Website, without prior notice, if it determines that your conduct violates these Terms, poses a security risk, or is otherwise detrimental to the Company’s business interests.

Privacy and Data Practices

Use of the Website is subject to the Company’s Privacy Policy, which is incorporated into these Terms by reference. By continuing to use the Website, you acknowledge and agree to the collection and use of information as described in the Privacy Policy.

Force Majeure

Topaas Wholesales shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including acts of God, natural disasters, labor disputes, supply chain disruptions, governmental actions, or other circumstances beyond its control.

Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict-of-law principles.

Dispute Resolution and Venue

Any dispute, claim, or controversy arising out of or relating to these Terms or use of the Website shall be brought exclusively in the state or federal courts located within the State of Ohio. You consent to the personal jurisdiction and venue of such courts.

Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

The failure of Topaas Wholesales to enforce any provision of these Terms shall not be deemed a waiver of such provision or any other rights.

Entire Agreement and Amendments

These Terms constitute the entire agreement between you and Topaas Wholesales regarding use of the Website and supersede all prior agreements or understandings. Topaas Wholesales reserves the right to amend these Terms at any time, and continued use of the Website following such amendments constitutes acceptance of the revised Terms.

Contact Information

For questions, concerns, or legal notices regarding these Terms & Conditions, please contact:

Topaas Wholesales, LLC
Middleburg Heights, Cleveland, Ohio
Email: sales@topaaswholesales.com