Terms and Conditions

By conducting business with Pacific Tackle Distribution including without limitation your use of the Pacific Tackle Distribution website, www.tackleb2b.com (the “site”), you agree that these terms and conditions (the “Terms and Conditions”) form a legal and binding agreement (the “Agreement”) between you and Pacific Tackle Distribution (“PTD” or “Company”). You (also referred to as the “Customer,”) agree to comply with the terms and conditions of this Agreement. As used herein, “we” refers to PTD.

Legal Authority

Customer hereby warrants, represents and acknowledges that it has full legal authority to enter into this Agreement and to be bound by its terms.

Intended Use

By applying for and maintaining an account with PTD, Customer represents itself as bona fide retailer of tackle products. By accessing the site, you agree that you will only use it for its intended purposes and according to these Terms and Conditions.

Ownership of Materials, Trademarks and Copyright

The information contained in the site including all images, designs, photographs, text and other materials (the “contents”) are copyrights, trademarks, or other intellectual property owned or licensed by PTD, or are the property of their respective owners. The contents of this site may not be copied, republished, downloaded, transmitted, mirrored or reproduced without the prior written permission of PTD or the applicable owner of the intellectual property.

Confidentiality

Much of the site content is password protected and not available to the public, with access limited only to authorized users who have an account with PTD. All information contained in the site, including without limitation pricing, products, stock levels, and Company policies, is confidential. You agree to maintain the confidentiality of the information and not to share or disseminate any information except within the confidence of your company and its staff and employees.

Pricing and Specifications

All information in the site including without limitation that regarding pricing, products, delivery or other services, product specifications or features, and site content, is subject to change without notice. PTD reserves the right to make adjustments to prices, products, content, the site, general business practices, and delivery services without notice in its sole discretion for any reason including without limitation changing market conditions, discontinuation, unavailability, manufacturer price changes, changing transportation or logistics conditions, and errors in advertisements.

Prices listed do not include shipping charges, taxes and/or duties or special crating requirements for export shipment.

All weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of the products. However, the features you see will depend on factors beyond our control such as your computer system and we cannot guarantee that your computer will accurately display the product. The inclusion of any products or services in the site or other PTD sales channels or materials at any particular time does not warrant that these products or services will be available at any time.

MAP Pricing

Some products sold by PTD are subject to Minimum Advertised Price (“MAP”) pricing rules, imposed by the manufacturer. PTD strictly and fully adheres to these MAP pricing rules, and requires customers to strictly and fully adhere to such MAP pricing rules. Customer does hereby agree to comply with any and all MAP rules applicable to any products purchased from PTD. Customer agrees and acknowledges that its failure to abide by any such MAP pricing policies could result in the loss of the ability to sell such MAP products by both Customer and PTD. Customer agrees to hold PTD harmless for Customer’s pricing and commercial activities, including without limitation its compliance with or failure to comply with any such MAP pricing policies.

Inventory Status

We use commercially reasonable efforts to ensure the accuracy of the stock quantity numbers and other information provided. Despite our efforts, the stock numbers and other information may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness or accuracy of any information. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. Prices and availability of products may change without notice. All products and promotions are available on a first come, first served, basis.

Back Orders

PTD will use commercially reasonable efforts to supply stocked products in requested quantities. In the event that PTD cannot fill an order with inventory available on hand, customer may request that PTD hold open the unfilled portion of the order as a “Back Order” and fill it as soon as possible when PTD receives inventory.

Break Pack / Break Case Policy

PTD sells products subject to set selling increments and minimum quantity policies. These selling increments are established by PTD in its sole discretion and are subject to change without notice. Often, but not always, the selling increment quantity is equal to the case pack quantity provided by the manufacturer. In the event that customer wants to purchase a particular item in a quantity other than the PTD selling increment, PTD may, in its sole discretion: (a) increase the customer’s order to reach the selling increment; (b) honor the customer’s request and sell at the requested quantity; or (c) honor the customer’s request but charge a “Break Case” fee equal to the greater of $0.25 or 5% of the selling price assessed on each item that is requested in a quantity not equal to the selling increment.

Sales Tax

As a wholesale distributor, PTD does not collect sales tax. Customer must provide a valid state issued Seller’s Permit and is wholly responsible to abide by all applicable laws governing sales and similar taxes. Customer will notify PTD immediately of any changes in its Seller’s Permit or tax status.

Shipping

Customers are responsible for shipping charges, except in limited circumstances when PTD, in its sole discretion, offers to deliver the order on a route. At your election, you may provide PTD with your UPS or FedEx account number (“Shipping Account on File”) to be used by PTD to ship your orders to you. Per your instructions, PTD will ship by the carrier corresponding to your Shipping Account on File and will bill the shipping charges to the Shipping Account on File. If you elect not to provide an account number, PTD will ship your order with USPS, UPS or FedEx, and will invoice you for the shipping charges. If you have provided a checking account number or credit card number on file with PTD, PTD may charge the shipping to such checking account or credit card number. Any additional charges for services requested by the customer, including but not limited to customs fees or duties, inside delivery, special routing, or pre-delivery notification must be paid by the customer. PTD reserves the right to refuse to ship to anyone and if it does ship does so at its sole discretion.

Returns

No claims will be considered for damaged merchandise, including without limitation damages incurred during shipment, unless made in writing and received by PTD within 3 business days of receipt of the goods. Other than with respect to damaged merchandise, all sales are final.

Payment Terms

Payment for site orders is due at checkout. Invoices are due upon receipt or as stated on the invoice. PTD accepts all major credit cards or check by phone or eChecks at the time of order. COD is only available for those orders picked up at the PTD warehouse. All checks or payments returned unpaid by customer or customer’s financial institution will incur a $35 service charge. A collection fee of $35 will be assessed on accounts with past due balances, and a late fee will be assessed on the unpaid balance in an amount equal to the lesser of 2% per month or the highest amount allowed by law. If balances due on customer’s account are not paid in accordance with these Terms and Conditions, customer agrees to pay, in addition to any and all other charges, the reasonable attorney’s fees and collection agency costs incurred in collecting the amount due on the account. In certain cases, PTD asks customers to provide a checking account or credit card to guarantee payment of amounts due on the customer’s account. In such cases, Customer authorizes PTD to charge customer’s checking or credit card account on file with PTD immediately in the event that customer fails to pay any amounts when due. PTD shall charge the checking or credit card account held on file immediately without notice, on or after the due date for the customer account balance. All collection fees and late charges will also be charged to such checking or credit card account.

Laws and Regulations Pertaining to Products or Commerce

It is your responsibility to ascertain and abide by all applicable local, state, federal and international laws with respect to the commerce, sale, use or possession of any item purchased from or sold by PTD, including without limitation pertaining to chemical safety or lead and the labeling of products containing chemicals such as lead. You warrant and represent that you will abide by any and all applicable laws governing commerce and the products and agree to indemnify and hold harmless PTD for your actions with respect to your activities, commercial activities or failure to comply with any applicable rules or regulations.

Account and Password

You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password. Your password for the site is for your use only. You are responsible for keeping your password safe, secure, and updated regularly. PTD will not monitor or protect your password, and you may be required to change it if PTD suspects the security of its website has been compromised. You must use a password that PTD deems secure and change it periodically, or PTD reserves the right to terminate your account. The use of tools or programs designed to compromise PTD’s website security (password breaking software, hacking tools, unwanted probes, or similar software) is strictly prohibited. By using the site, you agree to take the appropriate actions to maximize the security of your own account information, as well as cooperate with PTD if a breach of security is discovered. You are prohibited from compromising security, tampering with system resources, or willingly releasing account details to unauthorized parties. PTD reserves the right to investigate any violation or breach of security by releasing personal details to system administrators or legal authorities in order to resolve security incidents.

Termination or Restriction of Access

If you violate the Agreement or any of the Terms and Conditions, PTD may at any time, and without notice, terminate or restrict your access to the site and/or account with PTD. You or we may suspend or terminate your account or your use of the site at any time, for any reason or for no reason. You are liable for any orders that you place or charges that you incur prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of the site at any time without notice.

Accuracy of Customer Account Information

When you sign up for a dealer account with PTD, you will be asked to provide specific information in order to create the account. You acknowledge that all information you provide is current, correct, and complete according to these Terms and Conditions. PTD reserves the right to terminate your account or refuse you access to its site(s) if you provide outdated, incorrect, false, or incomplete information.

Electronic Communications

You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send email to you for the purpose of advising you of changes or additions to this site, about any of our products or services, or for such other business purposes.

Warranties

Customers acknowledge that any warranty with respect to the products must come from the manufacturer. Notwithstanding anything to the contrary, PTD’s liability is limited to the replacement value of the products purchased from PTD.

PTD hereby expressly disclaims all warranties either express or implied, related to products, including, without limitation, any warranty of merchantability or fitness for a particular purpose, or warranty of noninfringement. This disclaimer does not affect the terms of the manufacturer’s warranty, if any.

Limitation of Liability

PTD and the “Indemnified Parties” (defined below) will not be liable for any direct, indirect, special, incidental, exemplary, punitive, actual, consequential, or other damages, whether based on contract, tort, or any other legal theory, including without limitation loss of profits, loss of business, or other economic damages. PTD is not responsible for delays in delivery which result from any circumstances beyond its control. PTD’s aggregate liability shall not exceed the purchase price paid for any products by customer purchased from PTD, or, if no such products were purchased, ten dollars ($10.00).

Indemnity

You agree to defend, indemnify and hold PTD and the Indemnified Parties (defined below) harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your actions, omissions, commercial activities, or breach of any applicable laws or regulations or of the Terms and Conditions. “Indemnified Parties” includes PTD, and any parent company, subsidiaries, and affiliates thereof, and their respective officers, directors, shareholders, partners, employees, agents, representatives, subcontractors, successors, and assigns.

Internet Disclaimer

PTD does not assume any responsibility for your use of the Internet or the downloading of potentially harmful files. You are responsible for protecting your computers and mobile devices from viruses, malware, worms, Trojan horses, and other security risks that may harm the integrity of your hard drive, files, or operating systems. You are responsible for protecting your data with anti-virus software, firewalls, and other sufficient programs, and recovering your lost data, in the event of a security breach or malfunction.

Applicable Law

This site is controlled by us from our offices within the State of California, United States of America. By accessing this site you agree that the laws of the State of California, without regard to conflicts of laws principles, will apply to all matters relating to your transactions with PTD, including without limitation the use of this site and the purchase of products available through this site. Any litigation will be brought exclusively in San Diego County, California and customer consents to the jurisdiction of the Federal and State Courts located therein, submits to the jurisdiction thereof and waives the right to change venue.

Headings

The headings and subheadings in this Agreement are for convenience only and are not to be considered in construction of the provisions hereof.

Revisions

We may revise these Terms and Conditions at any time and from time to time by updating this posting. You should visit this page from time to time to review the then current Terms and Conditions because they are binding on you. Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages at the site.

Severability

If any provision, in part or in full, of these Terms and Conditions is determined to be void or unenforceable, the remaining provisions of these Terms and Conditions shall not be affected. All remaining provisions shall remain binding, and in full force and effect.

Your California Privacy Rights

Our Privacy Policy (see Privacy Policy) describes the way we collect and use your personally identifiable information. In addition, if you are a customer and a California resident, then under California Civil Code Section 1798.83, you also have the right to request that we provide you certain information about any third parties or corporate affiliates with which we have shared your personal information for direct marketing purposes. You may request this information once per calendar year by contacting us at the address provided at the end of this Privacy Policy. Please allow thirty (30) days for a response.