Draft. Not reviewed by an attorney, and not in force.

These documents are working drafts published for review. They still contain unfilled placeholders, and several clauses predate a change to how money moves on the platform, so they do not describe the product as it works today. Nothing here is a binding agreement, and no one should rely on it.

Buyer agreement

◆◆ FEE RENAMED (28 Sep 2026). The Seller's fee is now called the introduction fee. Nothing changes for Buyers: they pay no fee of any kind. [confirm with counsel]

◆◆ PRICE CHANGED (27 Sep 2026). The Buyer's Desk subscription (called Premium on screen) is now $999/month. It was $500 when the dated notes below were written; their figures have been updated to $999 so the drafts match the site.

The Gateway [BRAND NAME - pending final selection]

Effective date: [DATE]

◆◆ This draft predates the 15 September 2026 model change

Marked 17 September 2026. Not attorney-reviewed. Not publishable as written.

Drafted 27 August 2026. The single fact that breaks most of this document: the Buyer no longer pays the Company anything. The Buyer pays the Seller directly, off-platform, on the Buyer's own net terms - Net 30, Net 60, Net 90, and Walmart at Net 105. There is no checkout, no platform fee on the Buyer's total, no payment deadline owed to us, and no webhook. Everything in §5 is about a transaction that no longer happens on our rails. The Buyer also now buys part of a lot rather than all of it, at quantity-tier prices.

Carry forward verbatim - unaffected by the change: §2.2 (business-purpose and credential representations), §3.2 (sight-unseen liquidation inventory and the Company's non-inspection), §4.2's one-shot counteroffer mechanic and §4.3, §6.2 (anonymity and anti-circumvention), §7.1–7.3 (Buyer-arranged freight and transit risk), §8.1 (inspect and document at delivery), §8.4–8.5, §9 in full (all sales final; the UCC-style disclaimers), §10 (resale responsibility), §11 (indemnity) and §13–§15.

What is now wrong, marked inline below:

Clause	What it says today	What it has to become
§2.1 / §2.3	A chargeable card on file is a precondition of buying	Flag. We never charge a Buyer. Ask whether a card is still needed from Buyers at all
§3.1	Entire Lots only, indivisible, no quantity negotiation	Buyers take part of a lot at quantity-tier prices
§3.3	"Your total - Lot price plus the platform fee - … shown at checkout"	No platform fee to the Buyer, and no checkout
§4.1	Buy Now = commitment to buy the entire Lot plus the platform fee	Commitment to the Seller, for the committed quantity, goods price only
§5.1	Pay the Company within [2 business days], via Stripe or wire	Pay the Seller, on your own net terms
§5.2	Payment confirmed by our processor's webhook	We confirm nothing; we are not in the payment chain
§5.4	5% platform fee added to your checkout total	Deleted. The Seller pays 2.8%, not you
§6.1	Identities exchanged after your payment is confirmed	Exchanged when the Seller's 2.8% charge clears
§7.1	Freight unlocks after Settlement	Same fee-clearing event; listings are FOB / collect
§8.3	[5%] variance tolerance measured against the Listing	Must re-base per allocation - a Listing-level tolerance is exploitable under splits
§8.6	Default remedy is a partial refund funded from the Seller's payout	There is no payout and no refund. Flag hard

Missing entirely: the Buyer now declares a type (retailer / distributor / liquidator) and payment terms at signup, and those declarations are disclosed to Sellers; the vendor-number stage that follows a match with a retail Buyer; the fact that the Buyer's freight quote may be collect (as listed) or delivered / prepaid quoted per deal, typically 4–7% above collect.

Read legal/ATTORNEY-BRIEF.md before this document.

1. Purpose and parties

This Buyer Agreement (the "Agreement") governs the purchase of Lots on the business-to-business marketplace operated under the name The Gateway [BRAND NAME - pending final selection] (the "Platform") by [ENTITY NAME, a [STATE] limited liability company] (the "Company"). It applies to every Member acting as a Buyer and supplements the Terms of Service, the Privacy Policy, and the Refunds and Disputes Policy, all of which are incorporated by reference. Capitalized terms not defined here have the meanings given in the Terms of Service.

The Company operates the venue. Every Order is a contract between the Buyer and the Seller; the Company is not a party to it, does not own the goods, and does not warrant them.

2. Buyer eligibility

2.1 Purchasing is limited to businesses approved under the Terms of Service: bona fide wholesalers and retailers that have provided a legal business name, business address (no P.O. boxes), EIN, state-issued resale certificate, ship-to address, phone number, and a valid payment card on file. The Platform is closed to the public and to consumer purchasers.

2.2 You represent, each time you use the Platform, that: (a) you are purchasing solely for business purposes - resale or commercial use - and not for personal, family, or household use; (b) the credentials on your account, including your EIN and resale certificate, are accurate and current; and (c) the individual acting on the account is authorized to bind the business.

2.3 A valid, chargeable payment card on file is a standing precondition of buying. The Platform will block Buy Now and Counteroffer submission if no valid card is on file.

◆◆ FLAG - MAY NO LONGER BE JUSTIFIABLE (15 Sep 2026). §2.1 and §2.3 both require a chargeable card from Buyers. The Company never charges a Buyer for anything. Buyers pay the Seller directly, off-platform, and Buyers do not pay the $999/month subscription either - that is Seller-side. So the Platform is collecting and storing a payment instrument it has no mechanism to charge and no receivable to charge it against.

That is a data-minimisation problem (see Privacy §2.1), a PCI-scope question, and a term that cannot be supported by consideration if it is ever tested. Counsel should decide whether to (a) drop the card requirement from Buyers entirely, (b) keep a card purely as a verification signal and say so honestly, without the word "chargeable" and without implying we may charge it, or (c) keep it against some future Buyer-side charge that does not yet exist. If it stays, the reason it stays must be written down. [confirm with counsel]

Separately, the Buyer now declares a type - retailer, distributor, or liquidator - and its payment terms at signup, and both are disclosed to a matched Seller. Those declarations are representations the Seller will rely on when extending trade credit, and §2.2 should be extended to cover them expressly. [confirm with counsel]

2.4 Approval of your account is not a representation that the Company verified your credentials, and it may be withdrawn for cause at any time under the Terms of Service.

3. What you are buying

3.1 Entire Lots only. Every Listing offers one SKU in a single, indivisible quantity. You buy the entire stated quantity or nothing. There are no partial purchases, no per-case purchases, and no ability to negotiate quantity.

◆◆ WRONG (15 Sep 2026) - reversed, and this is the product. You buy part of a lot, at quantity-tier prices: the more you take, the less you pay per piece. Orders snap to whole cases where the Seller sells by case, a Seller MOQ applies per Listing, the minimum order value is $2,000, and an odd-lot rule blocks an order that would strand an unsellable remainder. All-or-nothing survives only where a Seller chooses it for a particular Listing. The clause needs to be rewritten around the ladder, not amended.

3.2 Liquidation inventory, sight unseen. Lots on the Platform are surplus and liquidation inventory. You will generally not be able to physically inspect goods before purchase. Listing content - including images, item numbers, case pack, quantity, and the Condition Grade - is created by the Seller, which warrants its accuracy to you under the Seller Agreement. The Company does not inspect, test, grade, count, authenticate, or verify any Lot and makes no statement about any Lot's quality or condition. Condition Grades are the Seller's selection from a fixed Platform vocabulary; they are not the Company's assessment.

3.3 Prices. Listings display a per-piece special cost and per-piece regular cost, both set by the Seller. Your total - Lot price plus the platform fee - is computed server-side and shown at checkout before you commit.

◆◆ WRONG (15 Sep 2026) - "plus the platform fee" is deleted: the Buyer pays no platform fee. "At checkout" is deleted too - there is no checkout, because payment does not happen here. What survives and should be kept is the server-side computation rule and the two-price display, restated for the ladder: the price you owe the Seller is the tier price your committed quantity earns, frozen at order formation and never recomputed afterwards. Freight is separate and is yours - listings are quoted FOB / collect; a delivered/prepaid quote is negotiated per deal after the match and typically runs 4–7% above collect. [confirm with counsel]

4. The two ways to buy - and their finality

4.1 Path A: Buy Now. Clicking Buy Now is a binding commitment to purchase the entire Lot at the Seller's asking price plus the platform fee. An Order is formed immediately, subject to payment under Section 5.

◆◆ WRONG (15 Sep 2026) - three fixes in one sentence. "The entire Lot" → the quantity you commit to. "Plus the platform fee" → delete; you owe no fee to the Company. "Subject to payment under Section 5" → the Order is a commitment to the Seller, payable to the Seller directly on your own net terms. Counsel should note what this does to enforceability: the Company is not a party, is owed nothing, and holds nothing, so the only consequence the Company can impose for a walked-away commitment is loss of access - which should be said plainly rather than implied by the word "binding". [confirm with counsel]

4.2 Path B: one Counteroffer. In the alternative, you may submit exactly one Counteroffer per Listing - ever. Understand the mechanics before you spend it:

A Counteroffer is a binding offer to buy the entire Lot at your proposed per-piece price. It cannot be edited or revised after submission. It may be withdrawn only while it is pending and has not been accepted [confirm whether withdrawal before acceptance is permitted].
Your Counteroffer expires 48 hours after submission if the Seller has not accepted it.
If the Seller accepts, a binding Order is formed at the countered price and Section 5 applies.
If the Seller declines, the decline is terminal. You cannot submit another Counteroffer on that Listing, ask the Seller to reconsider, or negotiate further through the Platform. There is no counter-to-the-counter and no auction.
Competing buyers can beat you to the Lot. All pending Counteroffers on a Listing are mutually exclusive. If another buyer purchases the Lot outright, or the Seller accepts another buyer's Counteroffer, your pending Counteroffer is automatically closed as lost, without notice beyond the Platform's standard notification.

4.3 Do not click Buy Now and do not submit a Counteroffer unless you are prepared to pay for the entire Lot. Offers are not placeholders, price checks, or invitations to chat.

5. Payment

5.1 Deadline. You must complete payment of the full Order total within [2 business days] after the Order is formed (by Buy Now or by acceptance of your Counteroffer). Payment is made through Stripe checkout, or by wire transfer where the Company has approved wire settlement for the Order [confirm wire availability at launch].

◆◆ VOID (15 Sep 2026) - the whole of §5 describes a payment that no longer touches the Platform. You pay the Seller directly, off-platform, on your own net terms - Net 30, Net 60, Net 90, and Net 105 for Walmart. There is no [2 business days], no Stripe checkout for goods, and no Company-designated wire account (register item C2 is void, not pending). You declare your terms at signup and they are disclosed to the Seller; the payment schedule itself is between you and the Seller. What replaces §5.1 is a statement that the Platform sets no payment deadline and collects nothing. [confirm with counsel]

5.2 Confirmation. An Order is paid only when the Company's payment processor confirms payment by webhook (or, for an approved wire, when the Company confirms receipt of funds). A success-page redirect, a screenshot, or a bank statement is not confirmation.

◆◆ VOID (15 Sep 2026) - there is nothing for the Company to confirm. The Company is not in the payment chain, sees no payment event for goods, and should expressly disclaim any duty to verify or record whether you paid the Seller. Note for counsel: the webhook-only rule survives, but only for a different event - the clearing of the Seller's 2.8% fee charge, which is what unlocks identities. §5.3 (failure to pay) goes with this clause: a Buyer who fails to pay the Seller has breached its contract with the Seller, and the Company's only response is account action.

5.3 Failure to pay. If payment is not confirmed within the deadline: (a) the Company may cancel the Order and release the Lot back to market; (b) the Seller owes you nothing; and (c) the failure is recorded against your account. Repeated or bad-faith failure to pay is grounds for suspension or termination. [Owner decision pending: whether one failure-to-pay event results in automatic loss of access, and whether the saved card may be auto-charged at the deadline.]

5.4 Platform fee. A platform fee of [5%] of the Lot price is added to your checkout total on every Order [confirm rate and incidence]. Fees and totals are always computed server-side.

◆◆ VOID (15 Sep 2026) - delete outright. Buyers pay the Company no fee of any kind. The single transaction fee is 2.8% of goods value charged to the SELLER's card when a deal is confirmed. Rate and incidence are settled, not open (register items B7, B8). Nothing about that fee should appear in the Buyer Agreement except, possibly, a plain-English statement that the Buyer is not charged by the Platform - which is worth saying, because it is the Buyer's main reason to trust the introduction. Buyers also post requirements free; the $999/month subscription buys a Seller full access to the Buyer's Desk, which is the board Buyers post to. ◆◆ 19 Sep 2026: the name now describes that board rather than the subscription, so the earlier misleading-name flag is withdrawn.

5.5 Taxes. Prices and fees exclude taxes. You are responsible for any sales, use, or similar tax arising from your purchases, including maintaining a valid resale certificate where you buy for resale. You will provide the Seller or the Company any exemption documentation reasonably requested. If a taxing authority later rejects your exemption, the resulting tax, interest, and penalties are yours.

6. Seller anonymity and the introduction at Settlement

6.1 Seller identities are hidden until Settlement. After your payment is confirmed, the Platform opens the Freight Thread and discloses the Seller's identity and pickup details to you, and yours to the Seller.

◆◆ TRIGGER CHANGED (15 Sep 2026) - identities are exchanged when the Seller's 2.8% fee charge clears, not when your payment is confirmed; you will not have paid anything at that point, and on Net 90 terms you will not pay for another three months. §6.2 (do not deanonymise, do not circumvent) is unchanged and should be kept verbatim. Counsel should note the shift in what the disclosure is consideration for: the Buyer now receives the introduction before paying anyone.

6.2 You will not attempt to identify or contact a Seller before Settlement, and you will not use the Platform to source a counterparty and then complete the transaction off-platform to avoid fees. Either is a material breach.

7. Freight: you arrange it, you bear transit risk

7.1 Freight coordination begins only after Settlement, in the Freight Thread. You arrange and pay for freight - carrier selection, scheduling, insurance, and cost - unless you and the Seller agree otherwise in writing in the Freight Thread. Listings state the ship-from region so you can estimate freight cost before you commit.

◆◆ TRIGGER CHANGED; PRICING BASIS NOW NAMED (15 Sep 2026) - the thread opens on the fee-clearing event, not Settlement. The substance survives and should now be named for what it is: listings are priced FOB / collect - you arrange and pay freight. Delivered / prepaid pricing is quoted per deal after the match, typically 4–7% above the collect price, and that quote is between you and the Seller; the Company neither sets nor guarantees it. §7.3 (risk of loss on carrier pickup) is drafted off this basis and is unchanged.

◆◆ MISSING (15 Sep 2026) - vendor numbers. Where you are a retail Buyer, a stage now sits between the introduction and any purchase order: most major retailers require the Seller to hold a vendor number before a PO can issue. Obtaining one takes 2–3 weeks and requires a vendor packet - company information, certificate of liability insurance, and a W-9. Liquidator and closeout-distributor Buyers do not require one. The Platform provides a checklist between you and the Seller and is not a party to that onboarding; it makes no representation that a vendor number will issue, or issue in time. Your §4 commitment should not be drafted as binding you before a vendor number that neither party controls has issued. [confirm with counsel]

7.2 The Company is not a freight broker, forwarder, or carrier; it does not quote rates or recommend carriers, and it is not responsible for anything a carrier does or fails to do.

7.3 Risk of loss passes to you when your carrier picks up the Lot at the Seller's facility. Loss or damage occurring in transit on freight you arranged is exclusively between you and your carrier (and your insurer). It is not a valid dispute against the Seller or the Company, and the Refunds and Disputes Policy excludes it. Insure your shipments accordingly.

7.4 You must take delivery or complete pickup within the window agreed in the Freight Thread. If the Seller fails to make the Lot available for pickup within [21 calendar days] after Settlement, you may cancel the Order for a full refund under the Refunds and Disputes Policy.

8. Receiving, inspection, and your only remedy channel

8.1 Inspect immediately. Count cases and pieces against the Listing at delivery, note shortages or damage on the delivery receipt or bill of lading before signing, and photograph the load as received. These records are mandatory evidence if you file a dispute.

8.2 Dispute Window. If the Lot materially fails to match the Listing - wrong item, wrong Condition Grade, or a quantity or value shortfall beyond the tolerance below - your sole and exclusive remedy is to file a dispute through the Platform's structured dispute form within [5 business days] after confirmed delivery, following the Refunds and Disputes Policy. Claims not filed within the Dispute Window are permanently waived, and your acceptance of the Lot becomes unqualified.

8.3 Variance tolerance. Quantity or value discrepancies of [5%] or less of the Listing's stated quantity or value are within tolerance, are priced into liquidation inventory, and are not disputable.

◆◆ WRONG BASIS (15 Sep 2026) - a tolerance measured against the Listing is exploitable the moment lots can split. A Seller clearing a 10,000-piece lot to ten 1,000-piece Buyers can short every one of them and still sit "within tolerance" on the Listing: 500 pieces of shortfall spread across ten Buyers is 50 pieces each, and each Buyer individually has a real claim the Listing-level arithmetic says does not exist. Re-base the tolerance - and the Dispute Window in §8.2, and the Seller's fulfilment SLA - per allocation. Your contract is for your pieces; the tolerance must be measured against your pieces and your window must run from your delivery. (SPEC.md §13.5.) [confirm with counsel]

8.4 Counterfeit claims. A claim that goods are counterfeit may be filed within [90 days] after confirmed delivery, notwithstanding the standard Dispute Window, with the evidence the Refunds and Disputes Policy requires.

8.5 What is not disputable. Buyer's remorse; resale performance; market price changes; within-tolerance variances; conditions consistent with the Listing's Condition Grade; matters visible in the Listing images; and transit loss or damage on Buyer-arranged freight.

8.6 The Platform administrator adjudicates disputes in a single step and is the final arbiter between you and the Seller, as set out in the Refunds and Disputes Policy. The default remedy for a valid claim is a partial refund funded from the Seller's payout.

◆◆ VOID - FLAG HARD (15 Sep 2026). There is no Seller payout, so there is no refund. The Company never receives your money and therefore cannot return any of it to you, in whole or in part. The only money the Company holds is the Seller's own 2.8% fee, and that is refundable to the Seller, never payable to you.

What actually protects a Buyer under the new model is structural, not contractual: on net terms you will usually not have paid the Seller yet when the goods arrive, so a short or misgraded delivery is met by withholding or reducing your payment to the Seller - an ordinary trade-credit remedy between you and your counterparty, entirely outside this document and outside the Platform.

Counsel must decide what this clause becomes: either the dispute process survives as a record and reputation mechanism with no money attached and the "final arbiter" language is dropped (the Company cannot arbitrate money it does not hold), or the clause goes entirely. Either way, nothing in this agreement, on the site, or in marketing may imply buyer protection that does not exist - that is the fastest route to a promise by estoppel. See Seller Agreement §9 and legal/ATTORNEY-BRIEF.md. [confirm with counsel]

9. All sales final; no warranties from the Company

9.1 All sales are final. Except for the dispute process described in Section 8, there are no returns, exchanges, restocking rights, or refunds. Every Lot is sold "AS IS" and "WHERE IS," with all faults, at prices that reflect exactly that.

9.2 Any warranty you receive regarding the goods comes from the Seller's representations in the Seller Agreement and the Listing - not from the Company.

9.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY LOT, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT ANY GOODS ARE OF ANY PARTICULAR QUALITY OR CONDITION, AUTHENTIC, SAFE, LEGAL TO RESELL IN ANY JURISDICTION, OR FIT FOR ANY PURPOSE, OR THAT ANY LISTING IS ACCURATE OR COMPLETE.

9.4 Manufacturer warranties, if any ever existed, generally do not transfer with liquidation goods. Assume none apply unless the Listing states otherwise.

10. Resale responsibility

You are solely responsible for how you resell or use goods you buy: compliance with product-safety, labeling, recall, and import/export laws; honoring any brand-owner restrictions applicable to you; and your own customers' claims. If goods you bought are subject to a recall, you are responsible for executing it in your channel; the Company will pass along recall information it actually receives but has no duty to monitor.

11. Indemnification

You will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from and against all claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to: (a) your purchases, pickup, transport, storage, use, or resale of any Lot; (b) your breach of this Agreement or the other Platform Agreements; (c) your violation of law, including tax and product-compliance obligations; and (d) claims by your carriers, customers, or downstream buyers.

12. Limitation of liability

The disclaimers and limitations in Sections 4, 10, 11, and 15 of the Terms of Service apply to this Agreement in full, including the exclusion of indirect and consequential damages and the aggregate cap on the Company's liability. As between you and the Seller, your remedies are those provided by the Refunds and Disputes Policy and, to the extent not displaced by it, by applicable law.

13. Suspension

The Company may suspend or terminate your buying privileges for cause under the Terms of Service, including failure to pay, credential inaccuracy, anonymity or fee circumvention, dispute abuse, or chargeback abuse. Initiating a card chargeback on a transaction eligible for the Platform's dispute process, without first using that process, is dispute abuse.

14. Term and survival

This Agreement applies for as long as you hold buying privileges and, for each Order, until that Order is fully settled, including any dispute. Sections 5.5, 7.3, 8, 9, 10, 11, and 12 survive termination.

15. General

Governing law, venue, notices, amendment, assignment, severability, and entire-agreement provisions are as set out in the Terms of Service: this Agreement is governed by the laws of the State of [STATE], with exclusive venue in [COUNTY, STATE] [owner/counsel decision: arbitration alternative], and notices go to [ENTITY NAME], [NOTICE ADDRESS] / [NOTICE EMAIL].

Draft prepared for review by counsel - not yet reviewed by an attorney. [DATE]