B2B Terms and Conditions

General Terms and Conditions of Sale for Business Customers (B2B)

Last Updated: 2026/11/05

These General Terms and Conditions of Sale ("Terms") govern all business-to-business (B2B) sales, purchases, and supply of products ("Products") conducted through this wholesale portal between TBDx Inc. ("Seller", "we", "us") and registered commercial purchasers ("Buyer", "Customer", "you").

1. Scope and Exclusion of Consumer Rights

• · 1.1 These Terms apply exclusively to commercial entities, corporations, sole proprietors, and registered businesses.
• · 1.2 Buyer explicitly acknowledges that statutory consumer protection regulations, including but not limited to the European Union statutory 14-day right of withdrawal, do not apply to purchases made under these Terms.

2. Account Registration and VIES / Tax Verification

• · 2.1 Wholesale purchasing requires an approved business account. Buyer must provide accurate corporate credentials, including registered company name, billing address, and valid Tax Identification / EU VAT numbers.
• · 2.2 If Buyer claims VAT exemption for cross-border transactions (intra-Community supplies within the EU), Buyer must supply a valid VAT number verifiable via the VIES database. If the VAT number is deemed invalid, the local applicable VAT rate will be automatically assessed and invoiced.

3. Orders, Pricing and Contract Formation

• · 3.1 Product listings and quotations on this portal are non-binding invitations to treat.
• · 3.2 A binding contract is formed only when Seller issues an official written Order Confirmation or dispatches the Products.
• · 3.3 All prices quoted are in USD, exclusive of Value Added Tax (VAT), customs duties, import tariffs, freight, and insurance, which shall be charged separately unless explicitly stated otherwise.
• · 3.4 Minimum Order Quantities (MOQ) and tiered wholesale price breaks apply as indicated on the portal. Seller reserves the right to reject or cancel orders that do not meet designated MOQ thresholds.

4. Payment Terms and Invoicing

• · 4.1 Payment terms shall be upfront payment (credit card, bank transfer) unless Seller has explicitly approved Net Payment Terms (such as Net 30 or Net 60) in writing.
• · 4.2 For approved credit terms, payment must be received by Seller's nominated bank account within the agreed net term from the invoice date.
• · 4.3 Late Payments: In the event of overdue payment, Seller reserves the right to charge statutory late-payment interest (at the maximum rate permitted by applicable commercial law) and suspend fulfillment of pending or future orders until all overdue balances are cleared.
• · 4.4 Electronic Invoicing: Buyer agrees to receive invoices exclusively in electronic format (PDF) via the account portal or designated billing email.

5. Delivery, Risk Transfer and Retention of Title

• · 5.1 Delivery terms and transit schedules are estimates unless agreed otherwise in writing.
• · 5.2 Unless otherwise specified, risk of loss or damage to Products transfers to Buyer upon handover of the Products to the freight carrier or forwarding agent (Incoterms 2020: FCA / EXW, or DAP as designated at checkout).
• · 5.3 Retention of Title: Seller retains full legal title and ownership of all supplied Products until full payment of the invoice amount and any associated charges has been settled by Buyer.

6. Inspection and Defect Notification (Claims)

• · 6.1 Duty to Inspect: Buyer must inspect all deliveries immediately upon arrival.
• · 6.2 Obvious Defects and Freight Damage: Any visible outer carton damage, pallet tampering, shortages, or transport defects must be noted directly on the carrier's consignment note or delivery slip upon receipt and reported in writing to Seller within forty-eight (48) hours of delivery, accompanied by photographic evidence.
• · 6.3 Failure to notify Seller within the designated timeframe shall constitute irrevocable acceptance of the shipment as delivered.

7. Commercial Warranty and RMA Policy

• · 7.1 Commercial Equipment Warranty: Seller warrants that hardware Products are free from material defects in artistry and materials under normal commercial use for a period of twelve (12) months from the delivery date.
• · 7.2 Normal wear-and-tear items, regular maintenance parts (such as gaskets, filters, and silicone parts), and damages resulting from improper operation, lack of descaling, lack of maintenance, or unauthorized repairs are strictly excluded from warranty.
• · 7.3 Returns and RMA: No returns will be accepted without a prior Return Merchandise Authorization (RMA) issued by Seller. Unauthorized return shipments will be refused.

8. Limitation of Liability

• · 8.1 To the fullest extent permitted by applicable law, Seller shall in no event be liable to Buyer for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business, downtime, or reputational damage.
• · 8.2 Seller's total aggregate liability arising out of or related to any order, whether in contract, tort, or otherwise, shall be strictly capped at the net purchase price actually paid by Buyer for the specific Product batch giving rise to the claim.

9. Governing Law and Jurisdiction

• · 9.1 These Terms and all purchase contracts shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction / State / Country], excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• · 9.2 Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts in Califonia(US).