1 INTERPRETATION

1.1 DEFINITIONS

In these conditions, the following definitions apply:

Business Days: Monday to Friday  (other than a Saturday, Sunday, or public holiday) when banks in the USA are open for business.

Calendar Days: every day of the week except public holidays.

Conditions: the terms and conditions set out in this document, as amended from time to time by clause 13.6.

Contract: the contract between US TECH DEVICES INC. and the Customer for the sale and purchase of the Goods by these Conditions.

Customer: the individual, firm, or company who purchases the Goods from US TECH DEVICES INC.

Force Majeure: has the meaning given in clause 11.

Website: WWW.USTECHDEVICES.COm  

Catalog: Goods advertised on the Website.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of US TECH DEVICES INC.  quotation or the Customer’s order as set out in an email or through the Website or communicated over the telephone to US TECH DEVICES INC.

Specification: any specification for the Goods, including any related plans and drawings that are agreed orally or in writing by the Customer and US TECH DEVICES INC.

1.2 CONSTRUCTION

In these Conditions, the following rules apply:

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1. A reference to a party includes its personal representatives, successors, or permitted assigns.

1. A reference to a statute or statutory provision is a reference to such statute or provision applicable in the USA as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1. Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1. A reference to writing or writing includes faxes and e-mails.

2 BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods by these Conditions. The Customer is responsible for ensuring that the terms of the Order, including the address of delivery and any applicable Specification submitted by the Customer are complete and accurate.

2.3 Unless otherwise agreed in writing any quotation is valid only for 24-72 hours from its date of issue provided that US US TECH DEVICES INC. has not previously withdrawn it by written or oral notice to the Customer.

2.4 The Order shall only be deemed to be accepted when US TECH DEVICES INC. issues a written or verbal acceptance of the Order (acceptance being subject to  US TECH DEVICES INC. discretion and availability of the Goods), at which point the Contract shall come into existence. US TECH DEVICES INC. also reserves the right to refuse any Order.

2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of US TECH DEVICES INC. which is not set out in the Contract.

2.6 Any samples, drawings, descriptive matter, or advertising produced by US TECH DEVICES INC. and any descriptions or illustrations contained in US TECH DEVICES INC. catalogs or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.7 A quotation for the Goods given by US TECH DEVICES INC. shall not constitute an offer. A quotation shall only be valid for 15 Calendar Days from its date of issue.

2.8 Cancellation of Orders placed by a Customer in a commercial capacity is only accepted at US TECH DEVICES INC. discretion, but will not be accepted where goods are dispatched the same day as the Order is placed. (For the avoidance of doubt, a Customer in a commercial capacity is any Customer purchasing Goods to resell or a Customer carrying on as a business.) US TECH DEVICES INC.  will only accept cancellation of Orders placed by a Customer who is using the Goods as a consumer by the Consumer Protection (Distance Selling) Regulations 2000.

3 GOODS

3.1 The Goods are described in the US TECH DEVICES INC. Catalog as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured or specially ordered (from the manufacturer) by a Specification supplied by the Customer, the Customer shall indemnify US TECH DEVICES INC. against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other reasonable professional costs and expenses) suffered or incurred by US TECH DEVICES INC. in connection with any claim made against US TECH DEVICES INC. for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with US TECH DEVICES INC. use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 US TECH DEVICES INC. reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.

4 ORDER SPECIFICATIONS

4.1 US TECH DEVICES INC. shall deliver the goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after US TECH DEVICES INC. notifies the Customer that the Goods are ready.

4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.US TECH DEVICES INC. shall not be liable for any delay or incomplete delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the US TECH DEVICES INC. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If US TECH DEVICES INC. fails to deliver the Goods, due to its fault, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods US TECH DEVICES INC. shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide US TECH DEVICES INC. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the customer fails to take or accept delivery of the goods within three business Days of US TECH DEVICES INC. notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the US TECH DEVICES INC. failure to comply with its obligations under the Contract:

1. (a) delivery of the Goods shall be deemed to have been completed at 10.00 am on the third Business Day after the day on which US TECH DEVICES INC.  notified the Customer that the Goods were ready; and

1. (b) Where applicable US TECH DEVICES INC. shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

1. (c) US TECH DEVICES INC. may re-arrange delivery of the goods at the Customer’s expense.
2. 
   
3. 5 ORDER SPECIFICATIONS
   

5.1 Goods may be subject to minor variations in actual dimensions, Specifications, and quantities on delivery. In such a case, the Customer shall allow US TECH DEVICES INC. an agreed and reasonable length of time to provide a replacement and redelivery at US TECH DEVICES INC. expense, of only those Goods affected. The Customer shall be entitled to accept or reject the alternative Goods and should the Customer choose to reject the alternative Goods, they may cancel the Order related only to those Goods affected and shall be entitled to a refund. This will be the sole remedy of the Customer in these circumstances.

5.2 Subject to clause 5.1 the Customer shall not be entitled to reject all the Goods where only part of the Goods are affected, unless the Order is for a single item. The Customer shall also not be entitled to withhold the Goods affected including the Goods unaffected, as a remedy for any consequential loss or withhold payment of any or all part of the Goods, as a remedy. This does not affect the Customer’s legal rights.

5.3 The Customer shall not be entitled to reject the Goods if US TECH DEVICES INC. delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered

6 QUALITY, WARRANTY AND RETURNS

6.1 The warranty period shall be the period as specified by the relevant manufacturer of the brand of the Goods on delivery, which is mostly one year, but can range from 30 days to 10 years. The Goods shall, subject to clause 5.1:

1. (a) Conform to their description and any applicable Specification;

1. (b) Generally be free from any defect in workmanship and materials;

1. (c) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

1. (d) Be fit for any purpose held out by US TECH DEVICES INC. 

6.2 Subject to clause 6.3, if the Customer gives notice in writing to US TECH DEVICES INC. during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;

1. The Customer shall be referred to the manufacturer’s instructions and procedures on claims against warranty;

1. US TECH DEVICES INC. will provide direct contact details of the manufacturer;

1. The Customer (if asked to do so by US TECH DEVICES INC.) returns such Goods to US TECH DEVICES INC. place of business at the Customer’s expense; and

1. all warranties will be rendered inapplicable if Goods have been interfered with, altered, or damaged in any way by the Customer or its agents, or if Goods have not been used by the manufacturer’s instructions.

6.3 US TECH DEVICES INC. shall not be liable for Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:

1. The Customer makes any further use of such Goods after giving notice by clause 6.2;

1. The defect arises because the Customer failed to follow US TECH DEVICES INC. or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use, and maintenance of the Goods or (if there are none) good trade practices regarding the same;

1. The defect arises as a result of US TECH DEVICES INC. following any drawing, design, or Specification supplied by the Customer;

1. The Customer alters or repairs such Goods without the written consent of the US TECH DEVICES INC.

1. the defect arises as a result of fair wear and tear, willful damage, negligence, abnormal storage or working conditions; or

1. The Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4 Except as provided in clause 6, US TECH DEVICES INC. shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by US TECH DEVICES INC. 
6.7 Subject to the Consumer Protection (Distance Selling) Regulations 2000, US TECH DEVICES INC. may accept the return for credit of unwanted Goods at its discretion.
6.8 Goods must be returned with the US TECH DEVICES INC. written agreement within seven days of the date of delivery and shall be unopened and in perfect resalable condition.
6.9 Goods returned in these circumstances will be subject to a restocking fee of 15% of the sales value of the Goods, or $25.00, whichever is the greater US TECH DEVICES INC. shall reserve the right to test for any alleged fault found with Goods returned for replacement or credit.

1. 7 TITLE AND RISK
   

7.1 The risk in the goods shall pass to the customer on completion of delivery.

7.2 The title to the Goods shall not pass to the customer until the earlier of:

1. US TECH DEVICES INC. receives payment in full (in cash or cleared funds) for the Goods and any other Goods that US TECH DEVICES INC. has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

1. The Customer resells the Goods, in which case the title to the Goods shall pass to the Customer at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to the Customer, the Customer shall

1. Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as US TECH DEVICES INC. property;

1. Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

1. Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

1. Notify the clauses US TECH DEVICES INC. immediately if it becomes subject to any of the events listed in clause 9.2; and

1. Give US TECH DEVICES INC. such information relating to the Goods as US TECH DEVICES INC. may require from time to time.

7.4 Subject to clause 7.5, the customer may resell or use the goods in the ordinary course of its business (but not otherwise) before US TECH DEVICES INC. receives payment for the Goods. However, if the Customer resells the Goods before that time:

1. (a) It does so as principal and not as the US TECH DEVICES INC. agent; and

1. (b) Title to the goods shall pass from the US TECH DEVICES INC. to the Customer immediately before the time at which resale by the Customer occurs.

8 PRICE AND PAYMENT

8.1 The price of the Goods shall be the price set out in the Order, or the Website, or, if no price is quoted, the price set out in US TECH DEVICES INC. published price list in force as at the date of delivery.

8.2 Unless otherwise agreed in writing the currency will be pounds sterling. All bank charges and other expenses for the payment of the invoice will be borne by the Customer.

8.3 Standard terms of payment shall be by debit or credit card payable at the point of order. Other terms may be agreed at  US TECH DEVICES INC. discretion and in writing.

8.4 US TECH DEVICES INC. may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

1. any factor beyond the US TECH DEVICES INC. control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);

1. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

1. any delay caused by any instructions of the Customer or failure of the Customer to give the US TECH DEVICES INC. adequate or accurate information or instructions.

8.5 The price of the Goods is exclusive of the costs and charges of packaging, insurance, and transport of the Goods, which shall be invoiced to the Customer.

8.6 The price of the Goods is exclusive of amounts in respect of value-added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from US TECH DEVICES INC. pay to US TECH DEVICES INC. such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

8.7 US TECH DEVICES INC. may invoice the Customer for the Goods before, on, or at any time after the completion of delivery. Overnight delivery services will be invoiced at the rates shown on the Website unless agreed otherwise.

8.8 The Customer shall pay the invoice in full and in cleared funds. Payment shall be made by the terms agreed in writing between US TECH DEVICES INC. and the Customer, to the bank account nominated by US TECH DEVICES INC. Time of payment is of the essence. The time of payment shall be calculated in Calendar Days.

9 TRADE NAMES AND TRADEMARKS

9.1 Trade names and marks may not always be indicative of the actual manufacturer of a particular product and may be an indication of systems for general use and machines that may be associated with such products. In the case of components, customers requiring a part to be manufactured by a particular manufacturer should check in advance of purchase to verify the identity of the component's actual manufacturer.

10 GENERAL

10.1 Assignments and Other Dealings

1. US TECH DEVICES INC. may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.

1. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights or obligations under the Contract without US TECH DEVICES INC. prior written consent.

10.2 The Customer agrees not to approach or employ US TECH DEVICES INC. personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of US TECH DEVICES INC. except with the express written permission of US TECH DEVICES INC. If the Customer engages any of the US TECH DEVICES INC.   personnel, the Customer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person’s remuneration.
10.3 Notices.

1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing by this clause and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

1. Notice or other communication shall be deemed to have been received: if delivered personally when left at the address referred to in clause 13.2 (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

1. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.4 Third-party rights.

A person who is not a party to the Contract shall not have any rights to enforce its terms.

10.5 Variation.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by US TECH DEVICES INC.