WHOLESALE TERMS & CONDITIONS

Background

(A) Tech Co Group Ltd (“Tech Co Group”) a company incorporated and registered in England and Wales with company number 13761685 whose registered office is at Saville Business Centre, Mill Street East, Dewsbury, WF12 9AH is licensed and/or authorised by one or more third party licensors or brand owners under licence or distribution agreements to use and distribute certain intellectual property rights and branded products (“Licensed Rights”).

(B) The Licensed Rights may include intellectual property in product materials, designs, packaging, branding, trade marks, know-how and related assets incorporated into products supplied by Tech Co Group.

(C) Tech Co Group supplies products strictly in accordance with its Licence Agreements.

(D) The Wholesale Customer wishes to purchase certain approved products subject to these Terms.

1. Definitions

“Agreed Products” means only those Products approved for supply and confirmed in an accepted Order.

“Products” means goods supplied by Tech Co Group including goods distributed under licence.

“Licensed Rights” means all intellectual property rights in the Materials and Trade Marks incorporated in the Products.

“Materials” means product specifications, artwork, documentation and technical content.

“Trade Marks” means registered and unregistered trade marks, logos and brand identifiers applied to the Products.

“Portal” means the authorised ordering system known as the Tagh Portal.

“Order” means an order placed via the Portal and accepted by Tech Co Group.

2. Application of Terms

• These Terms apply to all Agreed Products supplied.
• Supply is limited strictly to Agreed Products confirmed in accepted Orders.
• Tech Co Group may refuse supply at its sole discretion.

3. Orders - TAGH Portal

All Orders musts be placed exclusively via the TAGH Portal.

Orders become binding only when confirmed by Tech Co Group and full pro forma payment has been received (unless credit is agreed in writing).

Portal records constitute conclusive evidence of Orders.

4. Pricing & Payment

All Orders are strictly pro-forma unless agreed otherwise in writing.

No Products will be dispatched until cleared funds are received.

Late payments accrue interest at 8% above the Bank of England base rate.

5. Delivery & Risk

Delivery dates are estimates only.

Risk passes upon delivery.

Tech Co Group may determine dispatch method and carrier.

5A. Authorised Fulfilment Partners

Tech Co Group may arrange for Products to be manufactured or shipped by approved sublicensees or fulfilment partners in any country.

Such Products are deemed supplied by Tech Co Group under these Terms.

5B. Taxes, Dutiess & Import Responsibility

All prices exclude VAT, sales tax, customs duties and similar charges.

The Wholesale Customer is solely responsible for all import duties, VAT, customs clearance and governmental fees in the destination country.

The Wholesale Customer shall indemnify Tech Co Group for any such charges imposed.

6. Shortage & Discrepancies

The Wholesale Customer must inspect all Products immediately upon receipt.

Any shortage, damage, discrepancy or non conformity must be notified to Tech Co Group in writing within 48 hours of receipt of the goods.

Failure to notify within 48 hours shall be deemed acceptance of the Products as delivered, and no claim shall thereafter be accepted in respect of such shortage or discrepancy.

7. Retention of Title

Title to Products shall not pass until full payment of all sums owed has been received.

Tech Co Group may recover unpaid Products if payment is overdue.

8. Licence Compliance & Brand Protection

Licensed Rights remain the property of the relevant Brand Owner.

Products may only be resold in original, unaltered condition.

Unauthorised modification, repackaging or marketplace sales are prohibited.

9. Warranties

At the time of dispatch, Products shall be manufactured in accordance with the applicable statutory manufacturing and safety standards required in the country to which the Products are being shipped.

Standards and warranty rights vary by country.

Except as required by mandatory law, no additional warranties are given (unless otherwise agreed).

Remedy is limited to repair, replacement or refund.

10. Liability

Tech Co Group’s total liability shall not exceed the value of Products supplied in the preceding 12 months.

Tech Co Group shall not be liable for indirect or consequential losses.

11. Liability, Indemnity & Insurance

The Wholesale Customer shall indemnify Tech Co Group and relevant Brand Owners against losses arising from breach, misuse or regulatory non compliance.

The Wholesale Customer shall maintain adequate product and public liability insurance of not less than £1,000,000 per claim and provide proof upon request.

12. Termination

Tech Co Group may terminate supply immediately for non payment, breach, insolvency, licence requirements or brand protection concerns.

13. Governing Law

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.