Terms | Direct Supply

Direct Supply International Ltd Terms of Service

These terms of service (“Terms of Service” or “TOS”) form a contract between you (referred to herein as “Customer”, “you”, “your” or “Merchant”) and Direct Supply Intl Ltd. (“Direct Supply Intl Ltd”) that governs your access and use of the Direct Supply Services (as defined below in Section 1B). By using any of the Direct Supply Services, you agree to be bound by these Terms of Service. If you are using the Direct Supply Services on behalf of an organization, you are agreeing to these Terms of Service for that organization and representing to Direct Supply that you have the authority to bind that organization to these Terms of Service (in which event, “you” or “Merchant” will refer to the organization). You may use the Direct Supply Services only in compliance with these Terms of Service and only if you have the power and right to form a contract with Direct Supply

1. ACCOUNTS, DIRECT SUPPLY SERVICES, AND POLICIES.

A. Accounts In order to create an account with Direct Supply, you will provide Direct Supply with identifying information, a password, company information and information about your Inventory (“Registration Information”). You agree that you will provide accurate Registration Information and will promptly update such Registration Information as necessary, but in no event later than 30 days after any applicable change. Upon Direct Supply acceptance of your request to register for an account (“Account”), you will be sent validation and activation instructions. Access to, and use of, the Account is restricted to authorized users only. You agree not to share your password(s), Account information, or Account access information. You are responsible for maintaining the confidentiality of password(s) and Account information, and you are responsible for all activities that occur under your password(s) or Account(s) or as a result of your access to the Account(s). You agree to notify Direct Supply immediately of any unauthorized use of your Account. Direct Supply shall not be liable for any unauthorized use of your Account. Through your Account you can select Direct Supply Services. For purposes of these Terms, “Good Standing” means that the Account has a positive balance and that you are not be in breach of these Terms or Policies.

B. Direct Supply Services. Subject to your compliance with these Terms and the Policies (as defined below in Section 1(c)), Direct Supply shall perform the Direct Supply Services as selected and authorized by you in your Account. For purposes of these Terms, “Direct Supply Services” means the Direct Supply products and services and any other features, software, technologies and/or functionalities offered by Direct Supply and ordered by you through your Account. You may order Direct Supply Services through your Account (“Direct Supply Services Orders”). All Direct Supply Services Orders are deemed incorporated into, and governed by, these Terms. By using the Direct Supply Services, you acknowledge and agree that Direct Supply is a broker of third-party warehouse and shipping services. Direct Supply helps you accept shipments from, and make shipments to, third parties. Direct Supply is an independent contractor for all purposes. Direct Supply acts as your agent only with respect to the custody of your merchandise (hereinafter referred to as “Inventory”).

You acknowledge that your breach of the Policies or the Terms may result in you incurring additional fees from Direct Supply or third parties for the applicable Direct Supply Services.

C. Customer Policies and Use of Direct Supply Services. Direct Supply has defined policies that govern your use of the Direct Supply Services (“Policies”). The Policies are linked below and are hereby incorporated by reference. In the event of any conflict or inconsistency between these Terms and any of the Policies, these Terms shall control. Your breach of any of these Terms or the Policies shall excuse Direct Supply’s performance of the applicable Direct Supply Service.

2. ACCOUNT BALANCES AND FEES.

A. Account Balances. Direct Supply may set a minimum balance that you must maintain on your Account (“Minimum”). Direct Supply reserves the right to increase or to decrease the Minimum on your Account immediately upon notice to you. Your Direct Supply Account must be funded at or above the Minimum in order to receive Direct Supply Services. The funds that you maintain in your Direct Supply Account constitute your “Account Balance”. As Direct Supply Services charges are incurred, Direct Supply will deduct these from your Account Balance. Direct Supply reserves the right to request deposits to receive Inventory to cover costs such as receiving costs and enforce minimum Account Balances. If your Account is closed for any reason, Direct Supply reserves the right to hold the Minimum Balance for up to 180 Days.

B. Usage Fees. “Usage Fees” are the fees for any Direct Supply Services and any third-party fees (including, but not limited to carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, or other charges given during your use of Direct Supply Services) ordered through your Account and any special or additional fees assessed against your Account as permitted in these Terms or the Policies. Note that the Usage Fees for Direct Supply Services are billed to the month in which the Direct Supply Services are performed. Usage Fees are subject to change. If you are on a billing plan, should you change plans during or at the end of any month, your previous pricing plan may no longer be available.

C. Estimates. Quotations for Direct Supply Services and Usage Fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon Direct Supply. Quotations accepted through Direct Supply Services’ online interface are estimates based on the information available at the time made. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of your product, the delivery address, and services requested during the normal course of delivery. Direct Supply reserves the right to bill the Usage Fees based on actual charges at any time after the Direct Supply Services are rendered. Direct Supply specifically disclaims liability for any shipping rate errors due to inaccurate or incomplete information, such as dimensions and weights.

D. Additional Item Fees/Credits. For some legacy Direct Supply plans, there may be a need to pay for additional item fees when the total items shipped during a month exceed plan allowance. Additional item fees are listed in the merchant Account, under Account plan preferences. Merchants on legacy Direct Supply pricing plans that use item allowances understand that plan items must be used during the specified billing period or will be automatically forfeited. This applies to items purchased as part of plan upgrades, as well as to any unused additional item credits.

E. Currency Fluctuations. Direct Supply reserves the right to adjust its pricing in response to currency fluctuations, including but not limited to, currency conversion rate changes, conversion fee changes, and/or discount rate changes.

F. Usage Fee Disputes. Should you disagree with any Usage Fees (other than carrier or third-party fees) charged against your Account, you must submit the dispute to Direct Supply within 90 days of the fee being charged (“Dispute Period”). Direct Supply will not review Customer requests for Usage Fee adjustments that are received after the Dispute Period. The dispute timing allowed for third-party fees and carrier fees shall be set by the applicable third-party or carrier and such time period may be substantially shorter than the Direct Supply Dispute Period. If you have a dispute with a third-party fee or carrier fee, please contact Direct Supply immediately.

G. Account Balance Disputes. If Direct Supply becomes aware of, or is notified of, a dispute relating to your Account Balance, then Direct Supply will promptly review the dispute. Within 5 business days after the resolution of the dispute, Direct Supply will credit or debit your Account Balance accordingly, if appropriate. Direct Supply will not review Customer requests for Account Balance adjustments that are received more than 90 days after the amount in dispute is posted to your Account Balance.

H. Abandoned Account and Liquidation. If your Usage Fees remain unpaid for a period greater than 30 days, then Direct Supply reserves the right, at its sole discretion to reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of the Account Balance and Inventory would then immediately be forfeited by you. Inventory will become immediately and irrevocably unavailable to you, and liquidation proceedings would begin. You agree the Inventory would be free and clear of liability, and that you would assume any liability therefore. You would have no rights to the liquidation proceeds. You would also remain liable for any pending Usage Fees above and beyond the liquidation proceeds.

I. Taxes. You acknowledge and agree that all fees, charges and any other rates or amounts charged by Direct Supply to you hereunder are exclusive of applicable value added, sales/use or Inventory and service taxes (“Transaction Taxes”) which may be levied in connection with the supply by Direct Supply of the Direct Supply Services to you. Where applicable, you shall pay all Transaction Taxes arising in respect of the Usage Fees or other amounts charged by Direct Supply to you.

J. Currency. All dollar amounts stated in these Terms and the Policy’s will be in US dollars unless otherwise specified.

K. Payment and Discounts.

Payments. Funding your account. Customer agrees to fund its Direct Supply account via ACH from a US Bank Account or Bank Wire Transfer as the Payment Method.
Discounts (Carrier Discount). Carrier rates are subject to change, whenever there is a change in rates by the carrier, or any increases in charges or costs in the provision of the services to Direct Supply outside of its control or if there is a fluctuation in foreign exchange rates. Rates may be subject to carrier rate increases assessed by carriers. For sake of clarity the percentage (%) off offered is off the published transportation rates prior to surcharges and taxes. All discounts are off transportation charge only, other charges such as ancillary charges, surcharges, brokerage, duties or insurance do not qualify for any discounts. You may see a different amount displayed on the Direct Supply interface to convert to this amount due to Direct Supply shipping system.

3. DEVELOPERS AND API LICENSE.

A. License Grant. If you are using Direct Supply software such as an application programing interface (API), developer’s toolkit or other software application (such as, but not limited to, an e-commerce module developed by Direct Supply) (“Developer Tools”), then Direct Supply grants you a revocable, non-exclusive, non-transferable license to use Developer Tools in accordance with the documentation for your internal business purposes only. You may not rent, lease or otherwise transfer your rights in the Developer Tools to any third party. Direct Supply provides the Developer Tools solely on an “AS IS” basis and disclaims all warranties and liability for your use of the Developer Tools. Direct Supply may change or discontinue any Developer Tools in its reasonable discretion.

B. Third Party Software. Any third party software application you use on the Direct Supply website, to connect to Direct Supply Services, or related to the Direct Supply Services (“Third Party Software”) is solely subject to any third party software provider software licenses. Direct Supply does not own, control or have any responsibility or liability for any Third Party Software.

4. INTELLECTUAL PROPERTY.

A. Direct Supply Property. For purposes of this Agreement, “Direct Supply Property” shall mean (a) Direct Supply’s methodology for the provision of Direct Supply Services; (b) the Developer Tools; and (c) Direct Supply’s ideas, web site, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials. Direct Supply hereby retains all worldwide right, title and interest in and to the Direct Supply Property. Any rights not expressly granted herein to the Direct Supply Property shall be retained by Direct Supply. You acknowledge that all right, title and interest to the Direct Supply Property is owned by Direct Supply.

B. Additional Restrictions. Other than as permitted herein, you shall not (and you shall not permit others), directly or indirectly, to modify, to translate, to decompile, to disassemble, or to reverse engineer any part of the Direct Supply Property, or otherwise to attempt to discern the functioning or operation of the website or Direct Supply Services; or to copy, to rent, to lease, to distribute, or to otherwise transfer any or the rights that you receive hereunder. For clarity, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Direct Supply and you shall not copy, imitate, or use them without our express prior written consent. You may use HTML logos provided by Direct Supply through our merchant services, auction tools features or affiliate programs without prior written consent solely for the purpose of directing web traffic to Direct Supply.com. You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to Direct Supply or the Direct Supply Service, or display them in any manner that implies Direct Supply’s sponsorship or endorsement.
You shall not (and you shall not permit others to): (i) use any robot, spider, scraper or other automated means to access the Direct Supply website or Direct Supply Services for any purpose without Direct Supply’s express written permission, (ii) interfere or attempt to interfere with the proper working of our website or any activities conducted on the website, or (iii) bypass any measures Direct Supply may use to prevent or restrict access to the Direct Supply website or the Direct Supply Services.

C. Client Property. No Confidential Information obtained by Direct Supply from you shall become Direct Supply Property. All materials provided by you under any Direct Supply Services Orders shall be deemed “Client Property” for purposes of the Agreement. You grant to Direct Supply a non-exclusive license to the Client Property solely as needed to provide the Direct Supply Services. No other licenses express or implied, under any intellectual property rights are granted by you to Direct Supply under these Terms.

D. Data Security and Privacy. The Service is currently provided from the United States. Registration Information, Account Data, information, Personal Data, and other data (“Data”) is currently stored and processed in the United States. Direct Supply has implemented and will maintain appropriate physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of Data. These measures include encryption of Data during transmission to the Direct Supply Service and encryption of backups of Data and authentication credentials at rest. Direct Supply will use reasonable efforts to promptly notify Account owner of any unauthorized access to, or use of, Data that comes to Direct Supply’s attention. You must immediately notify Direct Supply of any suspected security breach at security@dsija.com.com followed by contacting Direct Supply customer support. For purposes of Processing Personal Data originating from the European Economic Area, Direct Supply agrees to incorporate a Data Processing Agreement, whereby Customer is the deemed the Data Controller and Direct Supply is the Data Processor.

5. CONFIDENTIAL INFORMATION.

A. Definition. Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these Terms and subject to the Exclusions set forth below, Confidential Information means any information provided to it by the other party (“Discloser”) that is marked, labeled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure.

B. Exclusion. Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include the following: (a) Non-transactional Confidential Information (as defined below), (b) information publicly known at the time of disclosure, (c) information received by Recipient without restriction from a third party, (d) information published or otherwise made known to the public by Discloser, (e) information that was generated independently without reference to the Discloser’s Confidential Information, or (f) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.

C. Non-transactional Confidential Information. Other than transaction information absolutely required for Direct Supply to provide, or for you to use the Direct Supply Services, Direct Supply does not require nor desire any of your proprietary information (“Non-transactional Confidential Information”). You agree not to provide Direct Supply with any Non-transactional Confidential Information, including, but not limited to, prototypes of new products, without Direct Supply’s express prior written consent. In the event that you send such Non-transactional Confidential Information to Direct Supply without Direct Supply’s prior written consent, then Direct Supply shall not be obligated to treat such information as Confidential Information.

D. Standard of Care. Recipient shall not use the Confidential Information for any purpose other than as required by these Terms. Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the Direct Supply Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.

E. Return or Destruction. Other than transactional information that is retained in the ordinary course of a party’s business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of written request from the other party.

F. Aggregate Use. Subject to the Terms herein, you hereby acknowledge and agree that Direct Supply may compile aggregate results from all of, or a selection of your use of the Direct Supply Services, provided that Direct Supply shall not disclose any information that would individually identify you (“Aggregate Information”). Such Aggregate Information shall be deemed to be Direct Supply’s Confidential Information. You also hereby agree that Direct Supply may review and use your individual use of the Direct Supply Services in order to provide Direct Supply Services to you, to evaluate Direct Supply’s provision of the Direct Supply Services, and to improve Direct Supply’s service offerings.

6. INDEMNITY.

You agree to indemnify and to hold harmless Direct Supply, its parent corporation, and their officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the Direct Supply Services and/or your violation of the Terms or the Policies. Whether Direct Supply accepts or refuses Inventory you agree to indemnify and hold harmless Direct Supply from any and all claims for transportation, storage, handling and other charges relating to such Inventory, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature.

7. DISCLAIMERS.

A. AS IS. WHILE, DIRECT SUPPLY WILL ENDEAVOR TO PROVIDE THE DIRECT SUPPLY SERVICES IN ACCORDANCE WITH THESE TERMS, THE DIRECT SUPPLY SERVICES AND THE DIRECT SUPPLY WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DIRECT SUPPLY AND DIRECT SUPPLY’S SUPPLIERS EXPRESSLY DISCLAIM 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 FOR THE DIRECT SUPPLY SERVICES, THE DIRECT SUPPLY WEB SITE AND ANY THIRD PARTY SERVICES. THE USE OF THE DIRECT SUPPLY SERVICES, DIRECT SUPPLY WEB SITE, OR THIRD PARTY SERVICES IS AT YOUR OWN RISK.

B. Inventory Disclaimer. Direct Supply is not the importer of record for Inventory stored at Direct Supply. Direct Supply shall not be held liable for complying with your instructions through the Direct Supply Services. You understand that Direct Supply does not inspect your Inventory nor does Direct Supply take responsibility for the business decisions that you make and implement through the Direct Supply Services. For example, Direct Supply cannot control or ensure that a buyer or seller with whom you do business will remit payment for Inventory in accordance with your agreement with them. For purposes of clarity, Direct Supply is not the Merchant of Record for any of your Inventory. Direct Supply is not responsible for items damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by Direct Supply.

C. No Continuous Access. Direct Supply does not guarantee continuous, uninterrupted or secure access to the Direct Supply Service. Operation of the Direct Supply Services may be interfered with by numerous factors outside of our control. Direct Supply will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but Direct Supply makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays caused by third parties

8. LIMITATION OF LIABILITY.

A. Third Party Liability. By using the Direct Supply Services, you acknowledge and agree that Direct Supply disclaims all liability for the acts or omissions (including, without limitation, any negligence or willful misconduct) of any third party whether or not selected by or retained by Direct Supply.

B. Annual Inventory Shrink-Allowance.. Handling physical products could result in loss or damage of Inventory. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Inventory and/or cross-shipments. Direct Supply maintains merchant friendly receiving and product labeling requirements. You agree that Direct Supply will have a 1.5% shrink allowance based on the value of your account’s Inventory known to be in the facility based on the stated cost value measured on an annual basis and subject to Limitations of Liability in Section 8 below. Explainable, offsetting Inventory adjustments based on miss-marked Inventory or receiving Inventory errors will not be deemed an Inventory shrinkage event or lost Inventory..

C. Waiver of Consequential Damages and Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS, LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM EITHER PARTY’S ACCESS TO, OR USE OF, THE SITE, ANY CONTENT, OR ANY THIRD PARTY SITES AND CONTENT. OTHER THAN AS SET FORTH BELOW, IN NO EVENT SHALL DIRECT SUPPLY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE MONIES PAID OR PAYABLE BY YOU TO DIRECT SUPPLY FOR THE APPLICABLE DIRECT SUPPLY SERVICES EXCLUDING CARRIER FEES OR OTHER THIRD PARTY FEES (“DAMAGES CAP”). IN THE EVENT OF AN UNAUTHORIZED TRANSACTION BY A DIRECT SUPPLY EMPLOYEE OR AGENT, DIRECT SUPPLY IS ONLY LIABLE FOR THE DAMAGES CAP. DIRECT SUPPLY MUST BE NOTIFIED WITHIN FIVE (5) DAYS AFTER ANY UNAUTHORIZED TRANSACTION OR YOU WAIVE ALL DAMAGES FROM DIRECT SUPPLY.

D. Exclusive Remedy. DIRECT SUPPLY’S LIABILITY REFERRED TO BELOW SHALL BE YOUR EXCLUSIVE REMEDY AGAINST DIRECT SUPPLY FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF INVENTORY AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT DIRECT SUPPLY CONVERTED THE INVENTORY TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW.

E. Damage or Loss of Inventory. YOU DECLARE THAT DIRECT SUPPLY’S LIABILITY SHALL BE LIMITED $.50 PER POUND FOR SAID LOST, DAMAGED, AND/OR DESTROYED INVENTORY. IN NO EVENT SHALL DIRECT SUPPLY BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. DIRECT SUPPLY’S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE CAPPED AT 5% OF THE TOTAL PRODUCT VALUE OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER (“DAMAGES CAP”).

F. Inventory Count Inaccuracies. IN THE EVENT OF INVENTORY LOSS IN EXCESS OF THE ANNUAL INVENTORY SHRINKAGE ALLOWANCE DUE TO INVENTORY COUNT INACCURACIES, INACCURATE INVENTORY COUNTS DURING RECEIVING OR INVENTORY COUNT INACCURACIES AT ANY TIME THAT DIRECT SUPPLY IS IN POSSESSION OF INVENTORY FOR WHICH THE CLAUSES ABOVE IS DETERMINED TO BE INAPPLICABLE AND DIRECT SUPPLY IS HELD LEGALLY LIABLE, YOU AGREE THAT IT WILL BE CONSIDERED AN “INVENTORY LOSS” AND DIRECT SUPPLY’S LIABILITY SHALL BE LIMITED AS STATED IN 8.E. ABOVE. IN NO EVENT SHALL DIRECT SUPPLY BE LIABLE FOR ANY LOST SALES REVENUE FROM THE INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES.

G. Projects. IN THE EVENT OF A LOSS DUE TO A PROJECT DEFINED AS AN HOURLY OR PIECE WORK DONE ON EXPECTED OR HELD INVENTORY (“PROJECT”), YOU DECLARE THAT DIRECT SUPPLY’S LIABILITY SHALL BE LIMITED TO THE HOURLY CHARGE YOU PAID TO DIRECT SUPPLY FOR THE PROJECT.

H. Notice of Claim and Filing of Suit.

Claims by Customer and all other persons must be presented in writing to Direct Supply within a reasonable time, and in no event longer than 60 days after Customer learned that any part of the Inventory was lost, damaged or destroyed.
No lawsuit or other action may be maintained by Customer or others against Direct Supply for loss or destruction of or damage to the Inventory unless timely written claim has been given as provided in paragraph (1) of this Section 8.H and unless such lawsuit or other action is commenced within six (6) months after Customer learned that any part of the Inventory was lost, damaged or destroyed.

9. TERMINATION AND CLOSING YOUR ACCOUNT.

A. Held Accounts. A held Account will be inaccessible to you, and all activity will be suspended. Direct Supply reserves the right to place an Account on hold for a number reasons, including but not limited to the following:

Insufficient funds or negative Balance;
Suspicious activity on or through the Account;
If anyone using your Account uses abusive language or otherwise threatens Direct Supply or its staff;
To allow time to resolve or investigate a third party complaint of a violation of these Terms;
To allow time for investigation or resolution of an unauthorized transaction, customer complaint, dispute or accusation;
To allow time for Direct Supply to comply with your extraordinary support requests.

B. Immediate termination. Immediate termination is where we immediately close your Account and ship remaining Inventory to the billing address listed in your Account, at your expense. If no address is available, we will liquidate your Inventory (See Abandoned Account and Liquidation for more information). Direct Supply reserves the right to immediately terminate an Account for a number reasons including but not limited to the following:

Ignoring a warning of misuse of the Direct Supply Services.
Violation of Direct Supply’s Policies (including, without limitation, the Acceptable Use Policy), these Terms or any other conditions of use.
If anyone using your Account uses abusive language or otherwise threatens Direct Supply or its staff;
To allow time to resolve or investigate a third party complaint of a violation of these Terms;
To allow time for investigation or resolution of an unauthorized transaction, customer complaint, dispute or accusation;
To allow time for Direct Supply to comply with your extraordinary support requests.

C. Termination with 30 days notice. Direct Supply reserves the right to terminate an Account for any reason upon 30 days notice (“Termination Notice Period”) which Direct Supply shall send to you via email. It is your responsibility to make sure Direct Supply has a working email for you. You may have full or limited use of your Account during the Termination Notice Period in our discretion, with the intention of allowing you to expire existing inventory without it being shipped back to you. Any Inventory that remains in Inventory at the expiration of the Termination Notice Period will be shipped to the address on file and, if address is not on file, the billing address on your credit card, at your expense. If no address is available or no balance is available to pay for shipment back to you, we will liquidate your remaining Inventory. (See Abandoned Account and Liquidation Policy for more information.)

D. Payment for Services prior to Inventory Removal. Prior to Merchant removing all Inventory following termination or expiration, Merchant shall pay Direct Supply i) all current amounts outstanding for Service fees, transportation, storage and other fees and ii) a good faith estimate of amounts that will become due for transportation, storage and Service and other fees that will be incurred prior to the termination date.