Legal
Terms & Conditions
By accepting, processing, or paying invoices issued by D2D DEALS, LLC, the customer agrees to the following terms and conditions currently in effect.
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Jurisdiction
Any dispute arising out of or relating to an invoice or the goods and services provided by D2D Deals, LLC is subject to the jurisdiction of the courts located in the State of California, United States. The customer consents to the exclusive jurisdiction of those courts and waives objections to the exercise of jurisdiction there.
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Attorney Fees and Court Costs
If legal action, arbitration, or other proceedings are initiated in connection with an invoice, the prevailing party is entitled to recover reasonable attorney fees, court costs, and other related expenses.
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Claims for Damaged or Defective Products
Claims regarding damaged or defective products must be submitted within three days of receipt. Customers are responsible for timely inspection and reporting, and claims made after that period may not be considered.
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Data Retention for Digital Products
For digital products or services, associated records will be retained for 30 days from delivery. After that period, D2D Deals, LLC may erase or dispose of related digital records, and the customer remains responsible for maintaining appropriate backups or copies.
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Unpaid Balances
Any outstanding balance beyond the agreed payment terms stated on an invoice is considered overdue.
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Interest Fees
In the event of an overdue balance, D2D Deals, LLC may charge interest on the unpaid amount in accordance with applicable law or relevant industry standards.
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Calculation and Accrual
Interest on unpaid balances will be calculated from the original due date until payment is received and may accrue daily or as otherwise permitted under applicable law.
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Retention of Title and Security Interest
All goods remain the property of Seller until full payment of all amounts owed by Buyer has been received. Buyer grants Seller a purchase money security interest in the goods and their proceeds, agrees to hold the goods in trust until paid, and agrees to execute documentation needed to perfect and protect that interest, including UCC-1 filings.
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Continuing Security Interest
To secure payment and performance of all obligations, Buyer grants Seller a continuing security interest in all supplied goods and their proceeds, whether currently or previously delivered, and authorizes Seller to file financing statements or amendments without further signature.
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Default, Repossession, and Setoff
If Buyer defaults in payment, becomes insolvent, files bankruptcy, or makes an assignment for the benefit of creditors, Seller may reclaim, repossess, or stop delivery of unpaid goods without notice or demand. Seller may enter premises where goods are stored to remove them, exercise reclamation rights under 11 U.S.C. Section 546(c), and set off amounts due against liabilities or claims asserted by Buyer.
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Limitation of Liability and Indemnity
Seller is not liable for incidental, indirect, special, punitive, or consequential damages, including lost profits, business interruption, or loss of data. Seller's liability for any claim will not exceed the purchase price of the specific goods giving rise to the claim, and Buyer agrees to defend, indemnify, and hold Seller harmless from third-party claims arising from use, resale, modification, or breach of these terms.
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Electronic Signatures and Documents
Invoices, purchase orders, and related documentation may be executed and transmitted electronically and will have the same legal effect as originals under the U.S. Electronic Signatures in Global and National Commerce Act.
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Order Acceptance and Conflicting Terms
All orders are subject to acceptance by Seller. Any additional or different terms proposed by the customer, including terms in purchase orders, are rejected unless expressly accepted in writing by an officer of the company. Fulfillment of an order does not constitute acceptance of conflicting terms, and verbal agreements are not binding.
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Credit Terms and Delivery Discretion
Seller may modify, suspend, or terminate credit terms or further deliveries without notice upon default, credit deterioration, or a reasonable belief that Buyer may be unable to pay. Accepted orders not yet delivered may be held or canceled at Seller's discretion.
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Survival and Waiver
Buyer's obligations relating to payment, indemnity, confidentiality, intellectual property, and similar provisions survive termination, expiration, or cancellation of an order or agreement. Failure by Seller to enforce any provision does not waive the right to enforce that or any other provision later.
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Resale Restrictions
Unless expressly authorized in writing, Buyer may not resell goods outside the authorized territory, modify goods, or violate any applicable minimum advertised pricing policy established by Seller.
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Confidential Information
Buyer agrees not to disclose, reproduce, or use confidential information or trade secrets of Seller, including pricing, digital materials, and product specifications, except as necessary to perform under the agreement.
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Assignment
Buyer may not assign its rights or delegate its obligations under these terms without Seller's prior written consent. Any change in control of Buyer is deemed an assignment for this purpose.
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Non-Circumvention
Buyer agrees not to circumvent, bypass, or attempt to contract directly with manufacturers, licensors, or end-users introduced or facilitated by Seller during the term of the relationship and for one year thereafter.
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Entire Understanding and Compliance
Buyer acknowledges that it is not relying on representations, warranties, or statements not expressly set out in these terms. Customer also represents that it is not listed on any government sanctions or watchlist and agrees to comply with applicable laws, including U.S. export controls, anti-corruption laws, and anti-money laundering requirements. Seller may suspend deliveries upon discovery of any such risk.
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Chargebacks and Payment Reversals
Buyer may not initiate a credit card chargeback or payment processor reversal without first notifying Seller and giving a good faith opportunity to resolve the dispute. Unsubstantiated chargebacks are treated as a material breach and may be subject to recovery, including related fees.
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Acceptance by Payment or Processing
By processing or paying any invoice issued by Seller, the customer accepts and is bound by the terms and conditions in effect at the time of issuance, whether or not a separate signature or written confirmation was obtained. Seller also reserves the right to suspend or terminate its business relationship with Buyer at any time for credit concerns, operational necessity, or Buyer conduct, and no obligation of continued supply or exclusivity is created.
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Arbitration
At Seller's sole discretion, disputes arising out of these terms may be submitted to binding arbitration before a single arbitrator under the rules of the American Arbitration Association in Los Angeles County, California, with attorney fees and costs available to the prevailing party.
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Insurance
Buyer must maintain insurance coverage for all goods supplied by Seller until full payment is received, and that coverage must name Seller as a loss payee.
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Delivery Terms and Risk of Loss
Unless otherwise specified in writing, deliveries are made F.O.B. Seller's warehouse. Title and risk of loss pass to Buyer upon delivery to carrier, and Seller is not liable for delays caused by carrier, customs, or force majeure events.
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Authority to Bind
The person accepting these terms on behalf of Buyer represents and warrants that they are fully authorized to enter into the agreement and bind Buyer to it.
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Cumulative Remedies and Notices
All rights and remedies are cumulative and not exclusive. If any provision is found unenforceable, the remainder continues in full force and effect. Notices must be sent in writing to the addresses stated on the invoice or purchase order by certified mail, courier, or email with delivery confirmation and are deemed received upon delivery or confirmation.
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Electronic Records
Electronic records, invoices, and acknowledgments issued or transmitted by Seller constitute valid and enforceable agreements under the U.S. Electronic Signatures in Global and National Commerce Act and the California Uniform Electronic Transactions Act.
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Entire Agreement and Amendments
These terms constitute the entire agreement between the parties regarding the subject matter covered and supersede conflicting provisions in purchase orders or other documents. No modification or waiver is effective unless in writing and signed by an authorized officer of Seller.
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Language
If these terms are translated into another language, the English version controls for all purposes.
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Force Majeure
Seller is not liable for failure or delay in performance caused by events beyond its control, including acts of God, governmental action, labor strikes, pandemics, and supply chain interruptions. Performance is suspended during such events.
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Jury Trial Waiver
Each party waives the right to a trial by jury in any legal proceeding arising out of or related to these terms.