Terms of Service

1. About Us

These Terms of Service ("Terms") govern your use of the website union-delta.com (the "Site") and all sourcing, manufacturing, quality control, and related services (collectively, the "Services") provided by Union Delta LLC, a limited liability company registered in the State of Georgia, United States, with its principal place of business at 1445 Woodmont Ln NW #1878, Atlanta, GA 30318 ("Union Delta," "we," "us," or "our").

If you have questions about these Terms, contact us at info@union-delta.com.

2. Services We Provide

Union Delta is a sourcing and supply chain management company. We help businesses identify, vet, and work with manufacturing partners in China and other countries. Our Services may include, but are not limited to:

• Factory sourcing and supplier identification
• Sample procurement and product evaluation
• Negotiation support with manufacturers
• Production management and order coordination
• Quality control inspections (pre-production, in-line, and pre-shipment)
• Packaging and private label / OEM coordination
• Logistics coordination and Amazon FBA preparation
• Supply chain consulting and diversification planning

What we are not. Union Delta is not a customs broker, freight forwarder, customs attorney, tax advisor, or law firm. We do not file customs entries on your behalf, we do not provide legal or tax advice, and we do not handle direct import duty payments. Any information we share about tariffs, customs procedures, or trade policy is general and informational only. You should always consult a licensed customs broker, attorney, or tax professional for matters specific to your situation.

3. Engagement and Service Agreements

The use of our website does not by itself create a service relationship between you and Union Delta. Specific Services are provided pursuant to a separate written agreement, statement of work, quotation, or purchase order ("Service Agreement") signed or accepted by both parties.

In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall control with respect to that engagement.

We reserve the right to decline any project or terminate any engagement at our discretion, including (but not limited to) projects involving illegal goods, products that infringe third-party intellectual property, restricted or controlled items, or clients we believe are acting in bad faith.

4. Fees and Payment

Fees for our Services are agreed in advance in writing through quotations, statements of work, or service agreements. Unless otherwise specified:

• Sourcing service fees, deposits, and milestone payments are due as set forth in the applicable Service Agreement
• Payments are typically processed via wire transfer, ACH, or other agreed methods
• Payments related to factory orders, samples, shipping, customs duties, and third-party services are passed through at cost or as agreed
• All fees are quoted in US Dollars unless otherwise stated
• Late payments may incur interest charges and may pause active projects until resolved

We reserve the right to require payment in advance for new clients or for projects involving significant upfront supplier costs.

5. Client Responsibilities

To work effectively, we rely on you to:

• Provide accurate, complete, and timely information about your product, target specifications, quantity, timeline, budget, and intended market
• Confirm sample approvals and production decisions in writing in a reasonable timeframe
• Disclose any regulatory, certification, labeling, or safety requirements applicable to your product or destination market
• Hold all necessary rights, licenses, and authorizations to manufacture, import, sell, and distribute your products
• Make payments on time as agreed
• Communicate concerns or issues as they arise so we can address them promptly

We are not responsible for delays, defects, or losses caused by inaccurate or incomplete information you provide.

6. Manufacturing, Quality, and Third-Party Suppliers

Union Delta works with independent third-party manufacturers and service providers. While we vet our partners and conduct quality control inspections, the manufacturers themselves remain independent entities. Union Delta does not own or operate the factories we work with, and we are not the manufacturer of the goods produced.

We make commercially reasonable efforts to:

• Identify reliable, vetted manufacturing partners
• Communicate your requirements accurately to suppliers
• Conduct quality inspections according to the agreed inspection protocol
• Report findings honestly and promptly

However, Union Delta does not guarantee specific manufacturing outcomes, defect rates, lead times, or supplier conduct beyond what is expressly committed in writing in a Service Agreement. Final product specifications, warranties, and any manufacturer guarantees are between you and the manufacturer.

7. Shipping, Customs, and Import Compliance

Union Delta may coordinate with freight forwarders and shipping providers on your behalf, but we are not the carrier and not the importer of record. You are responsible for:

• Compliance with all import laws, customs regulations, and tariff schedules of the destination country
• Payment of duties, tariffs, taxes, and customs broker fees
• Obtaining any required permits, certifications, or licenses
• Providing accurate product descriptions, HTS classifications, and country-of-origin information to your customs broker

Information provided by Union Delta about tariffs, HTS codes, or customs procedures is for general guidance only and should not be relied upon as legal or compliance advice. Always verify with a licensed customs broker.

8. Intellectual Property

Your IP

You retain all rights, title, and interest in any designs, drawings, trademarks, logos, specifications, branding, and other intellectual property you provide to us. By providing IP to Union Delta, you grant us a limited, non-exclusive license to use that IP solely for the purpose of fulfilling our Services to you, including sharing necessary information with manufacturers we engage on your behalf.

You represent and warrant that you have all necessary rights to the IP you share with us, and that our use of that IP for the agreed purposes will not infringe on any third party's rights.

Our IP

The Site, including its design, content, text, graphics, logos, icons, images, and software, is the property of Union Delta LLC or its licensors and is protected by US and international intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works from any part of the Site without our prior written permission, except for personal, non-commercial use.

9. Confidentiality

Both parties agree to keep confidential any non-public information shared during the course of an engagement, including product designs, business strategies, pricing, and supplier details. This obligation continues after the engagement ends. Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Where appropriate, we are happy to sign a separate Non-Disclosure Agreement (NDA) before discussing specific project details.

10. Disclaimers

The Site and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Union Delta disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information.

Without limiting the above:

• We do not guarantee that the Site will be uninterrupted, error-free, or free of viruses or harmful components
• We do not guarantee specific business results, sales outcomes, or supplier performance
• Any blog posts, articles, or guides on our Site are for general information only and do not constitute legal, tax, customs, or financial advice
• Pricing, lead times, and supplier capabilities described on the Site are illustrative and subject to change

11. Limitation of Liability

To the maximum extent permitted by law, Union Delta LLC, its members, employees, contractors, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost business opportunities, lost data, or business interruption, arising out of or in connection with these Terms, the Site, or our Services.

Union Delta's total cumulative liability for any claim arising out of or related to a Service Agreement shall not exceed the total fees paid by you to Union Delta under that specific Service Agreement during the six (6) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Union Delta LLC and its members, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any Service Agreement
• Your products, including any safety, regulatory, or intellectual property issues
• Your use or sale of products manufactured or sourced through Union Delta
• Inaccurate or incomplete information you provide
• Your violation of any applicable law or third-party right

13. Termination

Either party may terminate an engagement as set forth in the applicable Service Agreement, or at any time for material breach by the other party that remains uncured after reasonable written notice. Upon termination:

• You remain responsible for fees and out-of-pocket costs incurred through the termination date
• We will return or transfer any client property in our possession at your reasonable request and expense
• Provisions that by their nature should survive termination (including confidentiality, IP, indemnification, and limitation of liability) will continue in effect

14. Governing Law and Dispute Resolution

These Terms and any Service Agreement are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or our Services that cannot be resolved through good-faith negotiation will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Atlanta, Georgia, and the decision of the arbitrator will be final and binding. Either party may seek injunctive relief in court to protect intellectual property or confidential information.

You agree that any dispute will be brought in your individual capacity and not as a plaintiff or class member in any class or representative proceeding.

15. Changes to These Terms

We may update these Terms from time to time to reflect changes in our business, legal requirements, or operational practices. The "Last updated" date at the top of this page indicates when the Terms were most recently revised. Material changes will be communicated by updating the date and, where appropriate, by additional notice on the Site or via email to active clients.

Your continued use of the Site or our Services after changes are posted constitutes your acceptance of the updated Terms.

16. Miscellaneous

Entire agreement. These Terms, together with any applicable Service Agreement, constitute the entire agreement between you and Union Delta regarding the subject matter and supersede any prior agreements or communications.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

No waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

Assignment. You may not assign these Terms or any Service Agreement without our prior written consent. Union Delta may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party will be liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, acts of government, war, pandemic, factory shutdowns, or shipping disruptions.