Terms and Conditions of Sale and Distribution

Effective Date: [5/1/2026]
Company Name: [Tech Tide Production]
Business Address: [www.techtideproduction.com]
Email: [techtideproduction@outlook.com]

These Terms and Conditions of Sale and Distribution (“Terms”) govern all sales, deliveries, and distribution transactions conducted by [Insert Legal Company Name], a [State] company (“Distributor,” “Company,” “we,” “our,” or “us”), with any purchaser, reseller, retailer, dealer, or other customer (“Customer,” “Buyer,” or “you”).

By purchasing, accepting delivery of, or reselling any products supplied by Distributor, Customer agrees to be legally bound by these Terms.

1. APPLICABILITY

1.1 These Terms apply to all quotations, purchase orders, invoices, sales, shipments, and deliveries made by Distributor.

1.2 Any terms proposed by Customer that are inconsistent with or additional to these Terms are expressly rejected unless agreed to in writing by Distributor.

1.3 Distributor reserves the right to amend these Terms at any time without prior notice.

2. NATURE OF BUSINESS

2.1 Distributor acts solely as an independent distributor and reseller of third-party products.

2.2 Distributor does not manufacture, design, alter, test, certify, or warrant the products sold unless expressly stated otherwise in writing.

2.3 All products distributed by Distributor are manufactured by independent third-party manufacturers, and all intellectual property rights, manufacturing responsibilities, safety certifications, and product specifications remain solely with the original manufacturer.

3. ORDERS AND ACCEPTANCE

3.1 All orders are subject to acceptance by Distributor.

3.2 Distributor reserves the right to refuse, limit, cancel, or allocate orders at its sole discretion.

3.3 Customer may not cancel or modify any accepted order without Distributor’s prior written consent.

3.4 Distributor shall not be liable for delays, shortages, or inability to fulfill orders due to product availability, manufacturer supply limitations, transportation disruptions, or force majeure events.

4. PRICING AND PAYMENT

4.1 All prices are quoted in [USD] unless otherwise stated.

4.2 Prices are subject to change without notice prior to order acceptance.

4.3 Customer shall pay all invoices in accordance with the payment terms stated on the applicable invoice.

4.4 Late payments shall accrue interest at the lesser of:

  • one and one-half percent (1.5%) per month; or
  • the maximum rate permitted by applicable law.

4.5 Customer shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.

5. SHIPPING, DELIVERY, AND RISK OF LOSS

5.1 Delivery dates are estimates only and are not guaranteed.

5.2 Title to and risk of loss for products pass to Customer upon:

  • delivery to the carrier; or
  • delivery to Customer’s designated location,
    whichever occurs first.

5.3 Distributor shall not be liable for shipping delays, loss in transit, carrier misconduct, customs delays, or damage occurring after transfer of risk.

5.4 Customer must inspect all shipments immediately upon receipt and report any shortages, defects, or damages in writing within five (5) business days.

Failure to provide timely notice constitutes acceptance of the products.

6. RETURNS

6.1 No returns shall be accepted without prior written authorization from Distributor.

6.2 Authorized returns must:

  • be unused;
  • remain in original packaging; and
  • be in resalable condition.

6.3 Special-order, clearance, discontinued, perishable, or custom products are non-returnable unless prohibited by law.

6.4 Approved returns may be subject to restocking fees, shipping deductions, and inspection.

7. DISCLAIMER OF WARRANTIES

7.1 DISTRIBUTOR IS NOT THE MANUFACTURER OF THE PRODUCTS SOLD.

7.2 EXCEPT TO THE EXTENT EXPRESSLY PROVIDED BY THE ORIGINAL MANUFACTURER, DISTRIBUTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY;
  • FITNESS FOR A PARTICULAR PURPOSE;
  • NON-INFRINGEMENT;
  • PERFORMANCE;
  • DURABILITY; OR
  • SAFETY OF ANY PRODUCT.

7.3 ANY WARRANTIES PROVIDED ARE STRICTLY THOSE OF THE ORIGINAL MANUFACTURER, AND CUSTOMER AGREES TO LOOK SOLELY TO THE MANUFACTURER FOR WARRANTY CLAIMS OR PRODUCT DEFECTS.

7.4 Distributor does not guarantee:

  • product compatibility;
  • regulatory compliance;
  • uninterrupted supply;
  • marketability; or
  • suitability for Customer’s intended use.

8. LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISTRIBUTOR SHALL NOT BE LIABLE FOR:

  • ANY DEFECT IN PRODUCTS MANUFACTURED BY THIRD PARTIES;
  • PRODUCT FAILURES;
  • DESIGN DEFECTS;
  • MANUFACTURING DEFECTS;
  • LABELING ERRORS;
  • PRODUCT MISUSE;
  • PERSONAL INJURY;
  • PROPERTY DAMAGE;
  • LOST PROFITS;
  • BUSINESS INTERRUPTION; OR
  • ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

8.2 CUSTOMER ACKNOWLEDGES THAT DISTRIBUTOR IS SOLELY A DISTRIBUTOR OF PRODUCTS MANUFACTURED BY THIRD PARTIES AND NOT THE MANUFACTURER OF SUCH PRODUCTS.

8.3 DISTRIBUTOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF ANY CLAIM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless Distributor and its owners, officers, employees, affiliates, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including attorneys’ fees, arising from:

  • Customer’s resale or use of products;
  • improper storage or handling;
  • misuse or modification of products;
  • violation of applicable laws; or
  • claims brought by third parties relating to products after transfer to Customer.

10. COMPLIANCE WITH LAWS

10.1 Customer shall comply with all applicable federal, state, local, and international laws and regulations relating to the purchase, resale, storage, marketing, and use of products.

10.2 Customer is solely responsible for obtaining any permits, licenses, or approvals necessary for resale or distribution.

11. FORCE MAJEURE

Distributor shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to:

  • acts of God;
  • natural disasters;
  • labor disputes;
  • pandemics;
  • governmental actions;
  • supply chain interruptions;
  • transportation failures; or
  • manufacturer shortages.

12. GOVERNING LAW AND VENUE

These Terms shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to conflict of law principles.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in [Insert County and State], and the parties consent to such jurisdiction and venue.

13. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. ENTIRE AGREEMENT

These Terms constitute the complete and exclusive agreement between the parties concerning the subject matter herein and supersede all prior oral or written communications, negotiations, or agreements.

15. ACCEPTANCE

Customer’s submission of a purchase order, acceptance of delivery, payment of invoice, or resale of products constitutes acceptance of these Terms and Conditions.

[Tech Tide Production]
[www.techtideproduction.com]
[techtideproduction@outlook.com]