RB SOLES LLC – B2B Terms of Sale and Portal Use
Portal Terms version 1.4 – Effective date: 2 November 2026 · Orders: RB Soles Purchase Order and Terms of Sale v1.3
These Terms govern access to the RB SOLES LLC wholesale buyer portal at whsclub.com (the "Portal") and every sale made through it. "RB", "we" and "us" mean RB SOLES LLC, a Wyoming limited liability company (Wyoming ID 2025-001743027), principal office 30 N Gould St #44466, Sheridan, WY 82801, USA, trading address 2108B NW 22nd Court, Miami, FL 33142, USA. "Buyer" or "you" means the business entity that holds a Portal account.
0. Purchase Order and Terms of Sale govern every order
0.1 Every order is placed by electronically accepting the RB Soles Purchase Order for that order and the Terms of Sale that form part of it (currently version 1.3, reproduced in full at the end of this page). The Purchase Order and its Terms of Sale govern each order.
0.2 These Portal Terms cover use of the Portal and the steps before an order (offers, the payment window, labels and similar Portal processes). If anything in these Portal Terms conflicts with a Purchase Order or its Terms of Sale, the Purchase Order and Terms of Sale prevail.
1. Business-only portal
1.1 The Portal is for business buyers only (resellers and retailers buying for resale). It is not offered to consumers. By registering you confirm that you act for a business and are authorized to bind it.
1.2 Consumer-protection rules that apply only to consumers do not apply to these Terms.
2. Eligibility and account approval
2.1 You must provide accurate company, tax and contact information, including a valid resale certificate for US buyers. RB reviews each application and may approve, reject or revoke access at its sole discretion, without giving reasons.
2.2 Access codes issued to individual testers are personal, may be revoked at any time and are subject to these Terms.
2.3 You must keep your information (including addresses and resale certificate) current.
3. Account security
3.1 Keep your login credentials confidential. You are responsible for all activity under your account, including offers submitted from it.
3.2 Tell us immediately at [email protected] if you suspect unauthorized access.
4. Confidentiality and acceptable use
4.1 Stock lists, quantities, origins, order board information, counter-offers, prices and other Portal content are confidential. Do not disclose them to third parties except your own staff and advisors who need them.
4.2 You must not scrape, crawl, harvest or copy Portal content by automated means, attempt to bypass security, identify other buyers from the anonymous order board, or interfere with the Portal.
4.3 Breach of this section allows RB to suspend or terminate your account immediately.
5. Offers and contract formation
5.1 Stock shown on the Portal is an invitation to make offers, not an offer by RB. Stock is shown by stock location (US or EU) and is subject to availability.
5.2 You may submit offers stating price per pair, sizes and quantities. A submitted offer is non-binding until accepted, and you may edit or withdraw it while the offer window is open.
5.3 When RB accepts your offer, or you accept a counter-offer from RB, the accepted price, sizes and quantities are reserved for you during the Payment Window (Section 6) and are carried into a Purchase Order for that order. The order becomes a binding contract when you submit the Purchase Order at checkout (by ticking the acceptance box and clicking "Place binding order" or "Agree and pay") and RB accepts it by sending an order confirmation or by accepting your payment, whichever occurs first, as set out in the Purchase Order. After that, the order is not cancellable by you.
5.4 RB may decline any offer or counter at its discretion.
5.5 If, after acceptance, RB cannot supply some or all of the goods (for example due to stock error or supplier failure), RB may cancel the affected part and refund any amount paid for it. The refund is your sole remedy in that case.
6. Payment window and lapse
6.1 Unless a different period is set for your account, you must pay within 48 hours of acceptance (the "Payment Window"). We will try to send a reminder about 24 hours before expiry, but non-receipt of a reminder does not extend the window.
6.2 RB holds the accepted stock for you during the Payment Window. If full payment is not received in time, the order lapses automatically and the stock is released, with no penalty fee.
6.3 RB may suspend or close accounts that repeatedly let accepted orders lapse.
6.4 Section 6.2 applies only to orders for which no Purchase Order has become binding. Once a Purchase Order is binding, its no-cancellation terms apply.
7. Prices and payment methods
7.1 Prices are in US dollars and exclude shipping, freight and insurance unless the Purchase Order states that shipping is included. Applicable sales tax and import duties are added as set out in the Purchase Order.
7.2 Payment methods:
- (a) card via Stripe Checkout at the listed (accepted) price; or
- (b) ACH via Stripe or bank wire to the RB account shown at checkout, at a 2.9% cash discount off the listed price.
7.3 The ACH/wire reduction is a discount for non-card payment. It is not a surcharge on card payments.
7.4 Payment in full must be received before shipping. Once you complete checkout, the chosen payment method is fixed for that order. Bank fees on your side are your responsibility; RB must receive the full amount due.
7.5 Card payments are processed by Stripe under Stripe's own terms. RB does not store full card numbers.
8. Taxes
8.1 US buyers. Goods are sold for resale only. RB does not charge sales tax where a valid resale certificate for the relevant state is on file. You must keep it valid and current and update it before it expires. If an exemption is invalid, expired or does not apply, you are responsible for all sales, use or similar taxes, interest and penalties, and you will indemnify RB for them.
8.2 EU buyers (when offered). Where supplies to EU business buyers are made available, they will be invoiced without VAT under the reverse-charge mechanism where you provide a valid VAT ID and the legal conditions are met; you will account for the VAT. Additional terms may apply.
8.3 Customs duties and import charges outside the US are your responsibility unless agreed otherwise in writing.
9. Delivery, title and risk
9.1 Unless the Purchase Order states otherwise, goods are delivered FCA (Incoterms® 2020) RB's shipping warehouse, or EXW where you collect. If RB arranges shipping, the shipping option shown in the Purchase Order applies.
9.2 Title passes to you only when RB has received full payment.
9.3 Risk of loss passes once the goods are delivered by RB to the carrier (or collected by you), as set out in the Purchase Order. You are responsible for any insurance on goods in transit.
9.4 Shipping and delivery dates are estimates only. RB is not liable for delays caused by carriers or other causes beyond its reasonable control.
10. Inspection, claims and returns
10.1 Any claim for missing or defective products in a shipment (other than damage caused during transit, which is your responsibility) must be submitted to RB in writing at [email protected], with the order number, within 72 hours after delivery to your address, and supported by video footage clearly showing the opening of the boxes and their contents. Late or incomplete claims will not be accepted.
10.2 All sales are final with no returns, exchanges or cancellations. For a valid claim under Section 10.1, RB will decide the remedy, subject to the limits in the Purchase Order.
11. Authenticity and warranty disclaimer
11.1 OTHER THAN RB'S REPRESENTATION THAT, TO ITS KNOWLEDGE AND BASED SOLELY ON ITS SUPPLIERS' REPRESENTATIONS WHICH HAVE NOT BEEN SEPARATELY VERIFIED, ALL GOODS ARE 100% AUTHENTIC AND BRAND NEW, ALL GOODS ARE SOLD AS IS WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
11.2 THE PORTAL IS PROVIDED "AS IS". RB DISCLAIMS ALL WARRANTIES ABOUT THE PORTAL, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11.3 Indemnity. You indemnify, defend and hold harmless RB against the third-party claims and losses described in the indemnity clause of the Purchase Order Terms of Sale (including resale, gray-market, tax, customs, product liability and misuse claims).
12. Limitation of liability
12.1 IN NO EVENT SHALL RB BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE PAID BY YOU UNDER THE AFFECTED PURCHASE ORDER.
12.2 RB IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST RESALES, LOSS OF BUSINESS OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.
12.3 Nothing limits liability that cannot be limited by law, such as for fraud.
13. Chargebacks and payment disputes
13.1 Before initiating any chargeback or payment dispute, you must contact RB and give it a reasonable opportunity to resolve the issue.
13.2 An unjustified chargeback is a breach of these Terms. You must then pay the disputed amount plus RB's resulting fees and costs, and RB may suspend your account and withhold further orders.
14. Resale
You may resell goods bought through the Portal, subject to applicable law. You are responsible for your own compliance when reselling.
15. Trademarks and no affiliation
Brand names, logos and product names (such as Nike, Jordan or adidas) belong to their owners. RB is an independent reseller and is not affiliated with, authorized by or endorsed by those brand owners. The Portal's own content belongs to RB.
16. Suspension and termination
RB may suspend or terminate your access at any time, including for breach of these Terms, suspected fraud, invalid tax documents or repeated lapsed orders. You may close your account by emailing us. Accepted, paid orders remain governed by these Terms. Sections 4, 8, and 11 to 21 survive termination.
17. Force majeure
RB is not liable for failure or delay caused by events beyond its reasonable control, including supplier failures, carrier disruption, customs holds, strikes, natural events, epidemics, war, government action or internet and hosting outages.
18. Changes to these Terms
RB may update these Terms. Each version has a version number and effective date. The version you accepted (recorded with a timestamp) applies to orders placed under it; you may be asked to accept a new version before submitting further offers or paying. Every version of the Purchase Order and Terms of Sale is archived. A change to an accepted order is made by issuing a new Purchase Order version for you to accept.
19. Electronic acceptance and records
You accept these Terms by ticking the acceptance box at sign-up, and you accept each Purchase Order by ticking the acceptance box at checkout and clicking "Place binding order" or "Agree and pay". Your electronic acceptance is your signature, and the parties agree to transact electronically under the U.S. E-SIGN Act and applicable state electronic transactions laws. RB keeps the Purchase Order and the record of your acceptance (including the version, date and time, your name and account) electronically, and such records are admissible as originals. You receive a PDF copy of each Purchase Order by email.
20. Governing law, venue and jury waiver
20.1 These Terms and all sales are governed by and construed in accordance with the laws of the State of New York, USA, without regard to principles of conflicts of laws, and expressly excluding the U.N. International Sale of Goods Convention.
20.2 Any dispute, claim or controversy shall be resolved solely and exclusively in the state or federal courts in New York County, New York, USA, and both parties consent and waive any objections to the jurisdiction of such courts; provided that if a New York court declines to hear the case for any reason, jurisdiction shall be in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to and waive any objection to such alternate jurisdiction. If the choice of New York law is held unenforceable for any reason, these Terms and all sales shall be governed by the laws of the State of Florida, excluding the U.N. Convention on Contracts for the International Sale of Goods.
20.3 WAIVER OF JURY TRIAL: BUYER AND SELLER BOTH ALSO WAIVE ANY RIGHT TO A JURY TRIAL.
20.4 In any dispute, the prevailing party is entitled to recover its attorneys' fees and costs. In any collection action, RB is entitled to interest on overdue amounts at 1.5% per month or the highest rate allowed by law, whichever is less.
21. General
21.1 Notices. Notices may be given by email: to RB at [email protected], and to you at the email addresses in your account. Email notices are effective when sent, unless a bounce is received.
21.2 Entire agreement. These Terms and each Purchase Order with its Terms of Sale are the entire agreement for Portal use and sales. Your own purchase terms do not apply and are rejected. If these Terms conflict with a Purchase Order or its Terms of Sale, the Purchase Order and Terms of Sale prevail for that order. Any amendment must be in writing and accepted by both parties, which may be done by signature, electronic acceptance through the Portal or email confirmation from an authorized representative of each party.
21.3 Severability. If any provision is unenforceable, the rest remains in effect, and that provision is enforced to the maximum extent allowed.
21.4 Assignment. You may not assign your rights without RB's written consent. RB may assign to an affiliate or successor.
21.5 No waiver. Failure to enforce a right is not a waiver of it.
22. Contact
RB SOLES LLC, a Wyoming limited liability company. Principal office: 30 N Gould St #44466, Sheridan, WY 82801, USA. Trading address: 2108B NW 22nd Court, Miami, FL 33142, USA. Phone: +1 (645) 207-5790. Email: [email protected]. Website: whsclub.com.
Purchase Order Terms of Sale – version 1.3
This Purchase Order is subject to the Terms of Sale set out below, which form part of it. By submitting this Purchase Order, electronically or otherwise, Buyer accepts the Terms of Sale.
This Purchase Order becomes a binding contract when (a) Buyer submits it electronically through the RB Soles portal by checking the acceptance box and clicking “Place binding order” (or signs it), and (b) Seller accepts it by sending an order confirmation by email or through the portal, or by accepting Buyer’s payment, whichever occurs first. Buyer’s electronic acceptance is its signature, and the parties agree to transact electronically under the U.S. E-SIGN Act and applicable state electronic transactions laws. This Purchase Order takes precedence over any conflicting or additional terms in any document issued by Buyer, all of which are rejected and void.
1. Buyer bears all risk of loss or damage to the goods once delivered by Seller to the carrier. Buyer is responsible for obtaining and paying for any desired insurance on goods in transit.
2. Any claim by Buyer for missing or defective products in a shipment (other than damage caused during transit which is Buyer’s responsibility) must be submitted to Seller in writing within 72 hours after delivery to Buyer’s address and supported by video footage clearly showing the opening of the boxes and their contents. Late or incomplete claims will not be accepted.
3. OTHER THAN SELLER’S REPRESENTATION THAT, TO ITS KNOWLEDGE AND BASED SOLELY ON ITS SUPPLIERS’ REPRESENTATIONS WHICH HAVE NOT BEEN SEPARATELY VERIFIED, ALL GOODS ARE 100% AUTHENTIC AND BRAND NEW, ALL GOODS ARE SOLD AS IS WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
4. All sales are final with no returns, exchanges or cancellations.
5. Any shipping date(s) offered by Seller are estimates only, not guarantees. If Seller becomes aware of a potential delay beyond an estimated date, Seller will make commercially reasonable efforts to notify Buyer of the anticipated revised shipping date. Seller is not responsible for any delays in shipping or delivery due to acts of government, war, weather, quarantine, pandemic, customs clearance, or any other causes, similar or dissimilar to the foregoing beyond its reasonable control. Nor is Seller liable for any tax penalties, audits, or liabilities resulting from Buyer’s failure to provide or maintain a valid resale certificate. In the absence of presentation of such a certificate, Buyer is responsible for payment of all applicable sales, VAT or other similar taxes due on the amount paid to Seller, including any interest or penalties arising from failure to pay such amounts. In no event shall Seller be liable for any amount greater than the purchase price paid by Buyer under this Purchase Order, and in no event shall Seller be liable for any indirect, punitive, or consequential damages or lost profits, even if advised of the possibility of such damages or losses.
6. Buyer shall indemnify, defend, and hold harmless Seller, its owners, employees, and affiliates against all third-party claims and any resulting loss, damage, costs or expense (including legal fees) arising from or related to: any (a) resale, redistribution, or marketing of the goods after delivery to Buyer, including but not limited to allegations of improper sale of gray-market or other unauthorized sales; (b) import/export, sales tax, customs or other similar issues in Buyer’s jurisdiction; (c) claims of harm caused by any of the goods, including but not limited to allegations of defects in the goods or product liability; (d) misuse, mishandling, or modification of the goods after Seller’s delivery of the goods to the carrier; and/or (e) any representation made by Buyer to third parties regarding the goods not approved in writing by Seller.
7. This Purchase Order is governed by and construed in accordance with the laws of the State of New York, USA, without regard to principles of conflicts of laws, and expressly excluding the U.N. International Sale of Goods Convention. Any dispute, claim, or controversy relating hereto shall be resolved solely and exclusively in the state or federal courts in New York County, New York, USA, and Buyer and Seller both expressly consent and waive any objections to the jurisdiction of such courts of any such disputes; provided that if a New York court declines to hear the case for any reason, jurisdiction shall be in the state or federal courts located in Miami-Dade County, Florida, and both parties consent to and waive any objection to such alternate jurisdiction. If the choice of New York law is held unenforceable for any reason, this Purchase Order shall be governed by the laws of the State of Florida, excluding the U.N. Convention on Contracts for the International Sale of Goods. WAIVER OF JURY TRIAL: BUYER AND SELLER BOTH ALSO WAIVE ANY RIGHT TO A JURY TRIAL. In any dispute, the prevailing party shall be entitled to recover its attorneys’ fees and costs from the other party. In addition, in the case of any collection action by Seller against Buyer, Seller shall be entitled to interest on any overdue amounts owed hereunder at the rate of 1.5% per month or the highest rate allowed by applicable law, whichever is less.
8. This Purchase Order constitutes the full understanding between Seller and Buyer. Any amendment or additional terms must be in writing and accepted by both parties, which may be done by signature or by electronic acceptance through the portal or by email confirmation from an authorized representative of each party.
9. Electronic Records. Seller may keep this Purchase Order and the record of Buyer’s acceptance electronically, and such records are admissible as originals. Buyer will receive a copy by email.