Terms of Service
Operator: Acerasoft LLC, 8 The Green, Suite B, Dover, Delaware 19901, USA (“VESTRA”, “we”). Effective: 26 June 2026. By creating an account, joining the waitlist, listing, ordering or otherwise using VESTRA, you confirm you are a business acting in a commercial capacity and you accept these Terms.
1. What VESTRA is
VESTRA is a B2B wholesale marketplace connecting verified business sellers and buyers. VESTRA is an intermediary and technical platform only. It is not a party to any sale; it does not own, hold, inspect, store, ship or take title to goods, and does not custody funds (a licensed third-party escrow/payment provider does). Contracts of sale are concluded exclusively between buyer and seller. This section is subject to section 3c: for orders Acerasoft LLC invoices in its own name, it is itself the seller of record and the contract is concluded with it.
2. Business users only (no consumers)
VESTRA is strictly for businesses (B2B); it is not directed to consumers and consumer-withdrawal rights do not apply. You must complete verification (KYB/KYC) before transacting and warrant that all information you provide is accurate and kept current.
2a. Dropshipping orders
Single-piece dropshipping orders are placed by a verified trade partner for onward sale to that partner's own customer. The partner is the buyer and the seller of record towards their customer; they supply the delivery address, colour and size at checkout. No contract of sale arises between VESTRA and the partner's end customer, and this section does not open the platform to consumers. Dropshipping prices are the wholesale price plus a handling margin, plus the shipping rate for the destination zone shown at checkout. Per-unit stock is not tracked: availability is confirmed with the seller after the order and the order is refunded in full if it cannot be met. Duties, import taxes and customs clearance charges in the destination country are not included in the price or the shipping rate and are payable on delivery. They are the responsibility of the ordering trade partner, who may settle them directly or arrange for their own customer to do so. Goods of EU preferential origin may qualify for zero customs duty into Japan under the EU–Japan Economic Partnership Agreement where a statement on origin accompanies the consignment; this does not cover consumption tax or carrier clearance fees.
3. Listings, orders & fulfilment
Sellers are solely responsible for their listings and for the legality, safety, conformity, labelling, description, pricing, authenticity, delivery, warranties and taxes of their goods. An order forms a binding contract between buyer and seller; VESTRA is not responsible for either party's performance. For orders Acerasoft LLC invoices in its own name, section 3c applies instead.
3a. Returns & claims
Orders placed on VESTRA are wholesale purchases between businesses and are closed to returns: there is no right of return for change of mind, and the consumer right of withdrawal does not apply to a trade purchase for resale. Goods that are wrong, missing or faulty may be claimed within the notification period, on the conditions set out in the Returns & Claims policy, which forms part of these terms. Goods must not be sent back without written authorisation.
3b. Inspection & notice of defects
The buyer is a merchant and must inspect the goods promptly on delivery. Apparent defects, shortages and wrong deliveries must be notified in writing within the notification period stated in the Returns & Claims policy; hidden defects must be notified immediately upon discovery. Where notice is not given in time the goods are deemed accepted and warranty claims lapse. This mirrors the inspection duty of a commercial buyer under, among others, German commercial law (HGB §377).
3c. Orders invoiced by VESTRA
For some orders VESTRA issues the invoice in its own name. This is not the default and it is not decided by the listing page: the invoice for an order states who the seller of record is, and that document governs. Where an invoice names Acerasoft LLC as seller of record, sections 1 and 3 above (VESTRA as intermediary only, contract between buyer and seller) do not apply to that order, and the following applies instead:
- Contract. The contract of sale for that order is concluded between the buyer and Acerasoft LLC, which contracts in its own name and on its own account — whether the goods come from VESTRA's own curated stock or were purchased from a supplying seller in order to be resold to the buyer.
- Invoice and tax. The invoice carries Acerasoft LLC's own company details, registered address and tax identifiers, and states the VAT treatment applied to that supply; where a cross-border business-to-business supply is reverse-charged, the invoice says so and no VAT is charged. Where amounts were converted into another currency, the invoice states the rate, its source and the date that rate was published.
- Payment. Payment is made to the bank account named on that invoice and is not held in escrow; the escrow provisions of the Payments, Escrow & Refunds Policy do not apply to such an order. Payment terms, and any deadline after which an unpaid order is cancelled, are stated on the invoice.
- Returns, defects and the inspection duty. The Returns & Claims policy and the inspection and notice-of-defects duty apply unchanged, with Acerasoft LLC as the buyer's counterparty for that order. The buyer's rights are not reduced by the fact that VESTRA, rather than a marketplace seller, is the seller of record.
- Supplying seller. Where the goods were bought in for resale, the supplying seller's warranties under the Seller Policy — authenticity, right to sell, conformity, safety and accurate declaration — are given to Acerasoft LLC and, so far as the law permits, passed on to the buyer.
- Invoicing on a seller's behalf. By prior agreement with a seller, VESTRA may instead issue an invoice in the name and on behalf of that seller (self-billing). Such an invoice carries the seller's identity and tax identifiers; the seller remains the seller of record and sections 1 and 3 apply unchanged.
4. Payments, escrow & fees
Payments are processed and held in escrow by a licensed third-party provider and released per agreed conditions (e.g. buyer confirmation / verified delivery). VESTRA charges a platform commission (a seller commission plus a buyer-protection fee) and/or membership fees; provider fees apply as charged. Fees are shown before checkout and are non-refundable except where required by law.
5. Authenticity & intellectual property
Only genuine, lawful goods the seller is entitled to sell may be listed. Counterfeit, replica and unverified grey-market goods are prohibited; we operate a notice-and-takedown process (see the IP & Anti-Counterfeit Policy).
6. Prohibited conduct
No illegal activity, fraud, misrepresentation, IP infringement, circumvention of verification/escrow/fees, scraping, or off-platform solicitation to evade fees or protections. You are responsible for all activity under your account and for keeping your credentials secure.
7. Disclaimer of warranties
The platform is provided “as is” and “as available”, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted/error-free operation. VESTRA does not warrant or guarantee any seller, buyer, listing, good, description, authenticity, quantity, quality or delivery, the outcome of any transaction, or any third-party provider.
8. Limitation of liability
To the maximum extent permitted by applicable law: (a) VESTRA is not liable for the goods, listings, acts or omissions of buyers, sellers or third parties, for non-delivery, defects or authenticity, or for any dispute between users; (b) VESTRA is not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, goodwill or data; and (c) VESTRA's total aggregate liability arising out of or relating to the platform or these Terms shall not exceed the greater of the platform fees actually paid by you to VESTRA in the three (3) months before the event giving rise to the claim, or EUR 100. Nothing excludes liability that cannot be limited by law (e.g. fraud, gross negligence, or death/personal injury caused by our negligence); your mandatory rights are unaffected.
9. Indemnification
You agree to indemnify, defend and hold harmless Acerasoft LLC, its affiliates, officers, members and staff from and against any claims, demands, losses, liabilities, fines, penalties, damages and reasonable legal costs arising out of or related to your use of the platform, your goods, listings or content, your transactions, your breach of these Terms or of any law, or your infringement of any third-party right.
10. Suspension & termination
We may suspend, restrict or terminate access at any time, with or without notice, for breach, suspected fraud, legal/risk reasons, non-payment or repeated infringement. Provisions that by their nature should survive (including sections 7–9 and 11–13) survive termination.
11. Content licence & force majeure
You grant VESTRA a non-exclusive licence to host and display your listings and content for the purpose of operating the platform, and warrant you hold the rights to do so. VESTRA is not liable for any failure or delay caused by events beyond its reasonable control (force majeure).
12. Changes
We may update these Terms; the current version is published here with its effective date. Continued use after changes constitutes acceptance.
13. Governing law & disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. Subject to mandatory law, the courts located in Delaware shall have jurisdiction; the parties may agree to resolve B2B disputes by binding arbitration. Mandatory provisions of the user's local law and the EU ODR platform (ec.europa.eu/consumers/odr) remain available where applicable.
14. Miscellaneous
If any provision is unenforceable, the remainder stays in effect (severability). These Terms are the entire agreement on their subject matter. We may assign these Terms in connection with a merger, acquisition or sale of assets; you may not assign without our consent. Our failure to enforce a provision is not a waiver.
Acceptance is recorded at registration (date, version, language). Contact: legal@vestrasales.com