Terms of service

Terms & Conditions

Introduction

This website, https://syndicatedistribution.com (the “Site”), is owned and operated by Syndicate Global Distribution, Inc. (“Syndicate”) and is being made available to you free-of-charge. The terms "you", "your", and "yours" refer to anyone accessing, viewing, browsing, visiting or using the Site. The terms "syndicatedistribution.com ", "we", "us", and "our" refer to syndicatedistribution.com, Syndicate, its affiliates and subsidiaries. We reserve the right to change the nature of this relationship at any time and to revise these Terms and Conditions from time to time as we see fit. As such, you should check these Terms and Conditions periodically. Changes will not apply to any orders we have already accepted unless the law requires. If you violate any of the terms of these Terms and Conditions you will have your access canceled and you may be permanently banned from accessing, viewing, browsing and using the Site. Accessing, viewing, browsing and/or using the Site after we post changes to these Terms and Conditions constitutes your acceptance and agreement to those changes, whether or not you actually reviewed them. At the bottom of this page, we will notify you of the date these Terms and Conditions were last updated.

Placing an order on this Site will constitute your acceptance of these Terms and Conditions. If you do not agree to abide by these terms, please do not place an order on this site.

Discrimination

We do not discriminate on the basis of age, race, national origin, gender, sexual orientation or religion.

Privacy

Please review our Privacy and Security Policy, which also governs your visit to the Site. To the extent there is a conflict between the terms of the Privacy and Security Policy and the Terms and Conditions, the Terms and Conditions shall govern.

Copyright

You acknowledge that the Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (collectively "Content") that are protected by copyrights, trademarks, trade secrets, rights in databases and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and we own a copyright and/or database right in the selection, coordination, arrangement, presentment and enhancement of such Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from or adaptations of, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), your legal rights in relation to “fair dealing” under European copyright law, or your legal rights under any other similar copyright law, you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right.

Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Site or any information displayed on the Site, through the use of framing, deep linking or otherwise, except: (a) as expressly permitted by these Terms and Conditions; or (b) with our prior written permission or the prior written permission from such third party that may own the trademark or copyright of information displayed on the Site.

Intellectual Property Infringement

Syndicate Distribution rely on a network of independent affiliates, subsidiaries, agents, third-party product providers, third-party Content providers, vendors, suppliers, designers, contractors, distributors, merchants, sponsors, licensors and the like (collectively, "Associates") who supply some of the goods advertised on the Site and, in some cases, drop ship them directly to our customers. In accordance with the Digital Millennium Copyright Act, we are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of Content posted on or transmitted through the Site, or items advertised on the Site, by our Associates. If you believe that your rights under intellectual property laws are being violated by any Content posted on or transmitted through the Site, or items advertised on the Site, please contact us promptly so that we may investigate the situation and, if appropriate, block or remove the offending Content and/or advertisements. It is our policy to disable access to infringing materials, and to terminate access of repeat infringers to the Site. In order for us to investigate your claim of infringement, you must provide us with the following information:

1. 1.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. 2.  A description of the copyrighted work or other intellectual property that you believe has been infringed;
3. 3.  A description of where the material that you claim is infringing is located or identified on the Site;
4. 4.  Your name, address, telephone number, and e-mail address;
5. 5.  A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
6. 6.  A statement by you, made under penalty of perjury, that the information submitted to us is accurate and that you are the owner of the copyright or intellectual property or authorized to act on behalf of the owner of the copyright or intellectual property.

The above information should be provided to our agent for notice of claims of copyright or other intellectual property infringement. Our claims agent can be contacted at INFO@SYNDICATEDISTRIBUTION.COM

Trademarks

Syndicate Distribution’s graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Syndicate. Syndicate’s trademarks and trade dress may not be used in connection with any product or service that is not Syndicate’s in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits syndicatedistribution.com. All other trademarks not owned by us that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Syndicate.

Site Access

You may not download (other than page caching) or modify the Site or any portion of it without our express, prior written consent. This includes: a prohibition on any resale or commercial use of the Site or its Content; any collection and use of any product listings, descriptions, or prices; any derivative use or making adaptations of the Site or its Content; any downloading or copying of account information for the benefit of another merchant; and any use of data mining, screen-scraping, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express, prior written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of syndicatedistribution.com or its Associates without our express, prior written consent. You may not use any Meta tags or any other "hidden text" utilizing our name or trademarks without our express, prior written consent.

Your Account

If you use the Site, you are responsible for maintaining the confidentiality of the information you submit through “My Account” and the corresponding password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under “My Account” or password. We reserve the right to refuse service, terminate accounts and to remove or edit content submitted by you in the “My Account” area of the Site.

Export

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations.

Links

We are not responsible for the content of any sites that may be linked to or from the Site or any bulletin board associated with us or the Site. These links are provided for your convenience only and you access them at your own risk. Unless otherwise noted, any other website accessed from the Site are independent from us, and we have no control over the content of that other website. In addition, a link to any other web site does not imply that we endorse or accept any responsibility for the content or use of such other website.

In no event shall any reference to any third party or third-party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party.

Disclaimers and Limitations of Liability

The Site is provided on an "AS IS," "as available" basis. Neither syndicatedistribution.com, nor its Associates warrant that use of the Site will be uninterrupted or error-free. Neither syndicatedistribution.com, nor its Associates warrant the accuracy, integrity, or completeness of the Content provided on the Site or the products or services offered for sale on the Site. Further, syndicatedistribution.com makes no representation that Content provided on the Site is applicable or appropriate for use in locations outside of the United States. Syndicatedistribution.com specifically disclaims warranties of any kind, whether expressed or implied, including but not limited to warranties of title, implied warranties of merchantability or warranties of fitness for a particular purpose. No oral advice or written information given by syndicatedistribution.com or its Associates shall create a warranty. You expressly agree that your access to, viewing of, browsing, visiting or use of the Site is at your sole risk.

Under no circumstances shall syndicatedistribution.com or its Associates be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Site, including but not limited to reliance by a user on any information obtained at the Site, or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or syndicatedistribution.com records, programs or services. The foregoing limitation of liability shall apply whether in an action at law, including but not limited to contract, negligence, or other tortious action; or an action in equity, even if an authorized representative of syndicatedistribution.com has been advised of or should have knowledge of the possibility of such damages. You hereby acknowledge that this paragraph shall apply to all Content, merchandise and services available through the Site. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.

Although we take steps to ensure the accuracy and completeness of product and third-party service descriptions posted on the Site, please refer to the manufacturer or Associates for details.

The products on our Site are intended for personal, not commercial or business use, unless otherwise indicated. As such, you assume the risk when purchasing products for a commercial or business use or application.

Online Conduct

You agree to use the Site only for lawful purposes. You are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racial, ethnic, or otherwise objectionable material of any kind, including but not limited to any material that is or that encourages fraudulent activity or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, federal, or international law. If we are notified of or suspect allegedly infringing, defamatory, damaging, illegal, or offensive Content provided by you (e.g., through an author chat or online review), we may (but without any obligation) investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content from the Site. We may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect the rights or property of syndicatedistribution.com, its Associates, our users and customers and/or you.

We reserve the right to prohibit conduct, communication, or Content that we deem in our sole discretion to be unlawful or harmful to you, the Site, Site users, our customers or any rights of syndicatedistribution.com or any third party. Notwithstanding the foregoing, neither syndicatedistribution.com nor its Associates can ensure prompt removal of questionable Content after online posting. Accordingly, neither syndicatedistribution.com, nor its Associates assume any liability for any action or inaction with respect to conduct, communication, or Content on the Site.

Use of Materials

All materials published on the Brand Owner and/or Syndicate or its parent company’s, affiliates’, or subsidiaries’ website(s), packaging, and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips, and video clips) are protected by copyrights which are owned and controlled by the respective Brand Owner and/or Syndicate or its parent company, affiliates, or subsidiaries or the party credited as the provider of the material. The entire contents of these documents are also copyrighted as a collective work under the applicable copyright laws, and the selection, coordination, arrangement, and enhancement of such content are protected by copyright.

No material from any website owned, operated, licensed, or controlled by the Brand Owners and/or Syndicate or its parent company, affiliates, or subsidiaries, product packaging, or other promotional documentation may be copied, reproduced, republished, transmitted, or distributed in any way. Reseller acknowledges that they do not acquire any ownership rights by downloading, printing, or reproducing any copyrighted material. The use of any such material on any other website or networked computer environment is prohibited.

Social Media Policy

When you post or upload any content to any Syndicate social media page, you agree that Syndicate can use that content, including any names, voices, images and performances that content contains, for any purpose. By posting or uploading the content on a Syndicate page, you grant Syndicate a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sublicense-able and transferable worldwide license in any and all media to use, modify and create derivative works based upon that content for any purpose, including advertising and promotion, without notice, attribution or payment. You certify that you are the original author or creator of your content, and that you have the right to post it. You also certify that you have permission from anyone depicted in a photograph you post to agree to these terms, and that Syndicate Distribution’s use of your content in accordance with this license will not violate or infringe upon anyone else's rights. Syndicate does not tolerate misleading/inaccurate content and/or content containing racial, ethnic, sexual, religious or physical disability slurs. Accordingly, we reserve the right to edit and/or delete such content.

Termination of Usage

We may terminate your access or suspend your right to access to all or part of the Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law, is in breach of these Terms and Conditions or is harmful to the interests of other users, Associates, or us. In addition, we reserve the right to refuse an order from any customer in our sole discretion.

Usage by Minors

This Site is not intended for or directed to persons who are minors (typically persons under the age of 18, depending on where you live). Because we cannot prohibit minors from accessing, viewing, browsing, visiting or using the Site, we must rely on parents, guardians and those responsible for supervising minors to decide which materials are appropriate for minors to view and/or purchase. By registering with this Site, purchasing products from us or providing us with any information, you represent to us that you are legally permitted to enter into a binding contract (18 years of age or older in most jurisdictions) and that any information you provide to us is not inaccurate, deceptive or misleading.

Nicotine Sales to Minors

We will not sell nicotine or nicotine related products to anyone who is not of legal age to purchase and use tobacco or nicotine products under applicable law. We cannot be held responsible for minors purchasing nicotine or nicotine related products with a parent or guardian’s credit card. By placing your order for nicotine or a nicotine related product you are confirming that you are of legal age to purchase and use nicotine products in the state, country or territory where you are based. We may restrict the purchase of nicotine related products in your area.

Nicotine Disclaimer

The products on this Site and the statements made within have not been evaluated by the US Food and Drug Administration (FDA) or any international health organization. The products on this Site are not intended to diagnose, treat, cure, or prevent any condition, disorder, disease or physical or mental conditions and should not be used as a substitute for a physician's advice. The products on this Site are intended for use by persons of legal smoking age, not by nonsmokers or by children, women who are pregnant or breastfeeding, or persons with or at risk of heart disease, high blood pressure, diabetes, or taking medicine for depression or asthma. Consult a physician immediately if you experience nicotine misuse symptoms such as nausea, vomiting, diarrhea, dizziness, weakness and rapid heartbeat. If you smoke tobacco products, you are encouraged to stop. The products on this Site are not a smoking cessation device and have not been tested as such. Keep the products on this Site out of the reach of children and pets; ingestion of the non-vaporized ingredients in the cartridges can be poisonous and ingestion of certain components can present a choking hazard. Warnings: Nicotine is addictive and habit forming; very toxic by inhalation, in contact with the skin and if swallowed; danger of serious damage to health by prolonged exposure if swallowed; irritating to eyes and skin; may cause sensitization by skin contact; may cause harm to the unborn child; vapors may cause drowsiness or dizziness; very toxic to aquatic organisms, may cause long-term adverse effects in the aquatic environment; after contact with skin, wash immediately with plenty of water and seek medical advice; in case of accident or if you feel unwell, seek medical advice (show the label where possible): this material and its container must be disposed of in a safe way; use appropriate containment to avoid environmental contamination. Warning for California residences regarding Proposition 65: The products on this Site contains nicotine, a chemical known to the State of California to cause birth defects or other reproductive harm.

Applicable Law

If you access the Site from anywhere in the United States or Canada, you agree that the laws of the State of Florida, USA, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and syndicatedistribution.com and/or its Associates. If you access the Site from anywhere other than the United States or Canada, you agree that United States of America law will govern these Terms and Conditions and the purchase of products by you through the Site and that any dispute of any sort that might arise between you and syndicatedistribution.com or its affiliates and subsidiaries shall be subject to the exclusive jurisdiction of the courts of the United States of America.

Disputes

If you access the Site from within the United States or Canada, any dispute relating in any way to your visit to the Site, to these Terms and Conditions, to our Privacy and Security Policy, to our advertising or solicitation practices or to products you purchase through the Site shall be submitted to confidential arbitration in Pasco County, Florida, USA, except that, to the extent you have in any manner violated or threatened to violate Syndicate’s intellectual property rights, Syndicate may seek injunctive or other appropriate relief in any state or federal court in the State of Florida, USA and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these terms, whether through class arbitration proceedings or otherwise.

Site Policies, Modification & Severability

Please review our other policies, such as our Privacy and Security Policy, Returns Policy, Shipping & Delivery Policy and others, all of which are incorporated herein by this reference and are posted on the Site. These policies also govern your visit to the Site. We reserve the right to make changes to the Site, policies, and these Terms and Conditions at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Minimum Order Amount

The minimum order amount to receive Reseller pricing is $350 USD on opening orders. The minimum order amount is calculated as the sum of Product prices after all Reseller discounts have been applied but before shipping, taxes and any fees are added. Orders not meeting the $350 USD minimum requirement may not be accepted.

What constitutes a sale

After placing an order, you will receive an email from us acknowledging that we have received your order (”Order Confirmation”). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email confirming the shipment of your order (the ”Shipping Confirmation”). A contract with us will only be formed when we send you the Shipping Confirmation. The contract will relate only to those products whose shipment we have confirmed in the Shipping Confirmation. We will not be obliged to supply any other products which may have been part of your order in a separate Order Confirmation. We reserve the right to cancel your order at any time before we have accepted it and we may rescind our acceptance and cancel your order where there has been an obvious error in price or where the product is no longer in our or our inventory.

Order Change Policy

Orders at Syndicate are typically turned around quickly, and your packing slip is typically generated soon after placing your order. Once this packing slip is generated, your order has begun the shipment process of picking, packing, and staging. We will do our best to accommodate change requests within a reasonable time frame, but will be unable to fulfill requests outside of that window. This policy is in place to ensure customers receive their orders as quickly as possible.

Pricing and Availability of Products

Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered. Our Site contains a large number of products and it is always possible that, despite our best efforts, some of the products listed on our Site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a product’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before dispatching

On occasion, you may be able to place a product in your shopping cart and submit your order for processing, but your order is subsequently cancelled due to unavailability of product. You acknowledge that products may sell quickly and there may be a short period of time after an order has been submitted, but where the product is no longer available. You agree that we may cancel your order after you have received an Order Confirmation without penalty.

On very rare occasions, you may receive a Shipping Confirmation from us, but the product is no longer available in our inventory. You agree that we may rescind our acceptance and cancel your order without penalty if we are unable to ship the product you ordered due to unavailability.

The prices for the Products are exclusive of any excise and any other sales taxes which may be chargeable, unless indicated otherwise on the Sale invoice provided to the Reseller from Syndicate. Where applicable, the Reseller shall pay such excise and sales taxes at the rate and in the manner prescribed by applicable law.

Syndicate reserves the right, if applicable, to alter any packaging and included documentation. All orders are subject to availability.

Coupons and Promotions

Syndicatedistribution.com may offer both coupons and promotions. The coupons and promotions are subject to the following terms: Coupons must be entered at the point-of-sale for discount to be applied; Coupons cannot be retroactively applied to existing orders; Promotional offers cannot be used with other discounts or coupons; Coupons and promotions are not applicable to Clearance items.

Payments

Pre-paid orders must be paid in full (in USD unless otherwise agreed) prior to being released for shipment. Syndicate Distribution accepts money wire, ACH Bank Transfer, cash/cashier’s check, Visa, MasterCard, Discover Card or American Express. COD Payments are not accepted. Company checks will be accepted only with pre-approved credit. Reseller will be charged a $35.00 (Thirty-five USD) service charge for any returned check.

Payment by Reseller to Syndicate has only been made upon receipt and clearance of funds in full by Syndicate and not at the time that payment is tendered, dispatched, or transfer initiated by the Reseller.

Default

It is understood that should an ACH payment be returned, or a CC chargeback is issued, Reseller becomes delinquent in payment, and Syndicate has the right, in addition to other remedies provided by the law, to terminate any delivery or suspend further deliveries of other shipments in the event Reseller fails to pay for any shipment when the same becomes due. Syndicate will charge Reseller interest on all overdue amounts at the rate of one and one half of one percent (1½%) per month (18% per annum), or the maximum amount allowed by law, whichever is less. Reseller will also be responsible for and shall reimburse Syndicate for any collection agency fees up to thirty percent (30%) of the balance owed, reasonable attorneys’ fees, and all other reasonable costs and expenses which may be incurred by Syndicate in the enforcement of these Terms and all related orders and invoices. Reseller acknowledges that these charges, fees, and expenses are reasonable under the circumstances as an estimate of the damages Syndicate is likely to suffer if Reseller defaults in its payment obligations.

General Disclaimer

Offer limited to those individuals who are of legal age to purchase and use our products under applicable law. All offers are limited to stock on hand; no rain checks are available. Not valid on prior purchases, gift cards, gift certificates, taxes or shipping and processing charges. Consumer must pay applicable sales tax. Offer may not be combined with any other sale, promotion, discount, code, coupon and/or offer. Promotions have no cash value. Offer cannot be sold or otherwise bartered. Void where prohibited, taxed or otherwise restricted. Returns of any portion of the purchase will require equal forfeiture of offer or amount equal to offer. We reserve the right to end or modify any promotion at any time. Other restrictions may apply. Offer valid online only at syndicatedistribution.com. Offer applies to the United States and internationally unless otherwise noted.

Non-US Pricing

Pricing of products available for purchase by non-U.S. customers may vary by country and from our prices for our U.S. customers, owing to the inclusion of all or a portion of shipping, taxes, duties and imports factored into the price of the product.

Insurance

Syndicate Distribution shall not be liable for any insurance for the Reseller.

Reseller shall maintain the appropriate insurance(s), but in any event, Reseller is not entitled to damages for any harm incurred, contractual or otherwise, in connection with the performance of Reseller’s obligations under these Terms.

Disclaimers of Warranty & Limitations of Liability

Syndicate Distribution cannot guarantee variances in color or shade of product or packaging. Syndicate hereby disclaims all express and implied warranties, including, without limitation, implied warranties of merchantability and fitness for particular purpose. All such warranties are hereby disclaimed and excluded from any and all transactions between Reseller and Syndicate and shall not apply to products sold by Syndicate.

All products sold by Syndicate are considered finished goods unless otherwise indicated on product(s). Reseller shall be responsible for any diminishment in the quality of the Product in its possession, whether caused by improper transport or storage of such Product or for any other reason whatsoever.

Syndicate may discontinue the sale of, or limit its distribution of, any Product without thereby incurring any liability whatsoever to Reseller with respect to any order placed by Reseller. Syndicate will endeavor, but is under no obligation, to give Reseller thirty (30) days prior notice in the event of any such discontinuance.

To all international customers only, Syndicate warrants to you that, where you buy a product as a consumer, any product purchased from Syndicate through the website is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied and will conform with description or sample.

Syndicate’s liability for losses any international customer suffers as a result of us breaking these Terms and Conditions or anything else Syndicate does or does not do in connection with any order is strictly limited to the purchase price of the product you purchased and any losses which are a foreseeable consequence of Syndicate voiding the agreement. Losses are foreseeable where they could reasonably be contemplated by the parties at the time your order is accepted by Syndicate.

Syndicate shall not be liable to Reseller for any work performed by any third-party referred by Syndicate, and Reseller hereby waives any right to assert any claim against Syndicate for work performed by any other third- party, including but not limited to claims for negligent referral, agency, or respondent superior.

Syndicate is not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable, including but not limited to:

1.   Loss of income or revenue;
2.   Loss of business;
3.   Loss of profits or contracts;
4.   Loss of anticipated savings;
5.   Loss of data; or
6.   Waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise.

This does not in any way limit or exclude any liability of us (a) under section 2(3) of the Consumer Protection Act 1987, (b) for breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; (c) for death or personal injury caused by our negligence or (d) for fraudulent misrepresentation. Other than the warranties and other assurances we give you in these Terms and Conditions, syndicatedistribution.com specifically disclaims all warranties, conditions and other terms of any kind, whether expressed or implied, including but not limited to implied terms of satisfactory quality or fitness for purpose. No oral advice or written information given by syndicatedistribution.com shall create a warranty (unless made fraudulently).

Representations and Warranties

Reseller represents that it does not have and will not have any conflict of interest that would compromise Reseller's ability to distribute the Product or would create an appearance of impropriety regarding the Product, Brand Owner, and/or Syndicate. 

Reseller further represents and warrants that it will inform Syndicate promptly if any of its controlling shareholders or senior management or officers become an officer or employee of a government or government-controlled entity or of a public international organization, or a person acting in an official capacity for or on behalf of any of the foregoing, or an official of a political party, or candidate for political office.

Reseller warrants that it shall not make any payments or provide anything of value, directly, indirectly, or through any other means whatsoever, to any official or employee of any governmental, legislative, regulatory entity, or use any illegal, unethical, or improper methods.

For the avoidance of doubt and without limiting the generality of the foregoing warranty, Reseller further warrants that it shall not make a gift or political contribution in cash or in kind on behalf of Syndicate, the Brand Owner of a product sold by Syndicate, or Reseller, nor shall it entertain at Reseller’s expense any government officials, elected representatives or any other persons in connection with the distribution of the products sold by Syndicate or with Reseller’s performance of Reseller’s obligations under these Terms without the prior express written approval from Syndicate.

No part of any payments, rebates, or product provided by Syndicate to Reseller may be used, directly, indirectly, or through any other means whatsoever, (i) for any purpose that would constitute a violation of the laws of the country where the Product shall be distributed, or any other country whose laws may apply to either of the parties or to their respective affiliates, (ii) in order to procure any benefit from any government employee, or (iii) for any illegal, unethical, or improper purpose, and Reseller warrants that it will not use any such funds in a way that violates this provision.

Reseller warrants that it shall not create or maintain any secret or unrecorded funds or assets for any purpose in connection with this wholesale agreement.

The preceding representations, warranties, and obligations are material terms of this wholesale agreement and Reseller's full compliance in all respects with such terms is an essential component of Reseller's obligations under these Terms.

Other Remedies

Reseller acknowledges that any breach of the Representations and Warranties and of the Intellectual Property sections of these Terms would cause the respective Brand Owner and/or Syndicate irreparable injury for which standard legal remedies would not be adequate. Therefore, in the event of a breach of any such sections, the respective Brand Owner and/or Syndicate shall be entitled to extraordinary or injunctive relief in addition to any other remedies it may have.

Force Majeure

Neither Reseller nor Syndicate shall be liable to the other for delays in performance of its obligation hereunder caused by acts of God, war (declared or undeclared), government regulation, terrorism, disaster, strikes, civil disorder, curtailment of transportation facilities, or similar occurrence beyond the party's control, making it impossible, illegal, or commercially impracticable for one or both parties to perform its obligations under these Terms, in whole or in part.

Questions About These Terms & Conditions

If you have a question about the Site, or about the Terms & Conditions Policy, please email us or contact us at (800) 953-8202 .

These Terms and Conditions were last revised and made effective as of August 5th, 2022.