Buyer Terms of Service

1. Scope

These Buyer Terms of Service ("Buyer Terms") are supplemental to the General Terms of Service and govern your specific obligations when using the PoolCures platform (the "Platform") as a buyer. In the event of a conflict between these Buyer Terms and the General Terms of Service, these Buyer Terms shall control with respect to buyer-specific matters. All capitalized terms not defined herein have the meanings ascribed to them in the General Terms of Service. By using the Platform as a buyer, you agree to be bound by both the General Terms of Service and these Buyer Terms.

2. Business-Only Platform

3. Pool Commitment Obligations

When you join a demand pool on the Platform, you make a binding commitment subject to the following terms:

• Authorization upon joining: By joining a pool, you authorize the capture of payment from your saved payment method if and when the pool reaches its minimum threshold and a seller bid is accepted.
• Binding after bid acceptance: Once a seller bid has been accepted for a pool in which you are participating, you may not withdraw your commitment. Your pool commitment becomes a binding obligation to purchase at the accepted price.
• Pre-acceptance withdrawal: You may withdraw your commitment from a pool at any time before a seller bid is accepted, subject to the withdrawal provisions in the General Terms of Service (Section 5.6).
• Quantity commitment: The quantity you commit to a pool is the quantity you are obligated to purchase. You may not reduce your committed quantity after bid acceptance without the consent of both the seller and PoolCures.

4. Payment Authorization

By joining a pool on the Platform, you authorize PoolCures to charge your saved payment method via Stripe when the pool threshold is met and a seller bid is accepted. You agree to the following:

• Direct charges: Payment is processed directly to the seller via Stripe Connect Direct Charges. PoolCures never takes custody of or holds buyer funds at any time.
• Valid payment method: You must maintain a valid payment method on file at all times while participating in an active pool. Failure to maintain a valid payment method may result in removal from the pool and account suspension.
• Failed pool — authorization release: If a pool does not reach its threshold before the window closes, or if no seller bid is accepted, the payment authorization is released. Release typically occurs within 24-48 hours, though your financial institution may take additional time to reflect the release on your statement.
• Charge amount: The amount charged will be the final per-unit price (as determined by the accepted seller bid and applicable tier pricing) multiplied by your committed quantity, plus any applicable shipping costs.

5. Receiving and Inspecting Goods

As a buyer on the Platform, you are responsible for the inspection and acceptance of goods delivered pursuant to a pool transaction:

• Inspection period: You must inspect goods within fourteen (14) calendar days of delivery. Inspection should include verification of quantity, product specifications, and condition.
• Defect reporting: You must report any defects, discrepancies, shortages, or non-conformities within thirty (30) calendar days of delivery in accordance with the Dispute Policy.
• Deemed acceptance: Failure to inspect goods within the fourteen (14) day inspection period constitutes acceptance of the goods under UCC § 2-606. Once goods are accepted, your right to reject is limited to circumstances described in UCC § 2-608 (revocation of acceptance).
• Preservation duty: If you reject goods or report defects, you must take reasonable steps to preserve the goods in their current condition pending resolution of the dispute. You may not use, modify, or dispose of rejected goods without the seller's written consent.

6. Tax Obligations

You are solely responsible for all applicable sales tax, use tax, value-added tax (VAT), goods and services tax (GST), customs duties, and any other taxes, fees, or governmental charges arising from your purchases through the Platform.

• Tax-exempt purchases: If you are claiming tax-exempt status for purchases made through the Platform, you must provide a valid resale certificate or tax-exemption certificate to the seller prior to or at the time of purchase. Examples include, but are not limited to: NJ Form ST-3 (New Jersey Resale Certificate), CA Form BOE-230 (California Resale Certificate), or the equivalent document in your jurisdiction.
• False documentation: Providing false, fraudulent, or invalid tax-exempt documentation is a material breach of these Buyer Terms and grounds for immediate account termination, forfeiture of any pending pool commitments, and referral for legal action under applicable tax fraud statutes.
• PoolCures is not a tax advisor: PoolCures does not collect, remit, or advise on taxes. You are responsible for determining your own tax obligations and consulting with a qualified tax professional as needed.

7. Prohibited Buyer Conduct

In addition to the prohibited activities set forth in the General Terms of Service (Section 9), you agree not to engage in any of the following as a buyer:

• Misrepresenting business status: Registering as a business buyer when you are purchasing for personal, family, or household use, or otherwise misrepresenting the nature of your business entity;
• Consumer purchases: Making purchases for personal consumption rather than for resale, commercial use, or incorporation into a product or service offered by your business;
• Market manipulation: Joining pools with the intent to artificially inflate demand and subsequently withdrawing, creating multiple accounts to simulate demand, or otherwise manipulating pool participation metrics or pricing tiers;
• Platform circumvention: Contacting sellers directly to complete transactions that originated on the Platform, or using information obtained through the Platform (including seller identities, pricing, and product details) to facilitate off-platform transactions;
• Bid manipulation: Colluding with other buyers or sellers to manipulate bid outcomes, pool thresholds, or pricing; and
• Bad faith participation: Repeatedly joining and withdrawing from pools in a pattern that disrupts pool formation or harms other participants.

Violation of this Section may result in immediate account suspension or termination, forfeiture of pending pool commitments, and liability for damages incurred by other participants or PoolCures.

8. Dispute Filing

If you have a dispute regarding a transaction, product quality, quantity, or fulfillment, you must file a dispute in accordance with the Dispute Policy within thirty (30) calendar days of delivery (or the expected delivery date, if goods were not received).

Failure to file a dispute within the thirty (30) day period constitutes a waiver of all claims related to that transaction, including but not limited to claims for product defects, non-conformity, shortage, or non-delivery. Late disputes will not be considered.

PoolCures acts as a neutral facilitator in the dispute process and does not adjudicate claims. The dispute resolution process is governed by the Dispute Policy and the dispute resolution provisions of the General Terms of Service (Section 13).

9. Limitation of Liability

10. Governing Law

These Buyer Terms shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles, consistent with the governing law provisions of the General Terms of Service (Section 14).

To the extent that any dispute arising under these Buyer Terms is subject to litigation (including where a buyer has validly opted out of arbitration under the General Terms of Service, Section 13.5), you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

Contact

If you have any questions about these Buyer Terms of Service, please contact us: