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Terms and Conditions

Last updated: [DATE]

About These Terms

These terms are an agreement between Uniware Houseware Corp ("Uniware", "we", "us"), a New York corporation at 1 Newport Plz, Freeport, NY 11520, and the business identified in your wholesale account ("you"). If you use our sites without an account, "you" means you, and the sections on acceptable use, intellectual property and the disclaimer apply to that use.

The terms cover our website at www.uniwarehouseware.com and our ordering app at order.uniwarehouseware.com (our "sites"), and the products we sell through our wholesale business (our "products"). "Our services" means our sites and our products together.

Accepting These Terms

The wholesale account request form asks you to confirm "I agree to the Terms and Conditions and Privacy Policy". By checking that box, or by placing an order, you accept these terms for the business, and the person doing so confirms that they are authorized to bind it. These terms govern all of the business's wholesale orders.

These terms include our Return Policy. Our Privacy Policy is a notice that explains how we handle personal information; it is not part of this agreement.

A written agreement signed by both you and us controls over these terms where they conflict, and credit terms we confirm to you in writing control when payment is due.

Changes to These Terms

We may change these terms. We will post the new version here, update the "Last updated" date and tell you by email at the address on your account. The revised terms govern orders you place after that notice, and placing an order after the notice accepts them. Orders already placed keep the terms that applied when they were placed.

Who We Serve

We sell wholesale to businesses in the United States. Our sites are for people who are at least 18 years old.

To order at wholesale prices you need an approved account. Any US business with an Employer Identification Number (EIN) and a valid resale certificate can request one on our website. Our staff review each request, and there is no fee. We may decline or close an account at our discretion.

Your Account

  • Give us information that is true, accurate and complete, and keep it up to date, including your resale certificate.
  • Keep your login details confidential. You are responsible for all activity under your account.
  • Tell us promptly if you think someone has used your account without permission.

If information you give us is untrue, inaccurate or out of date, we may suspend or close your account.

Products and Prices

We try to describe and show our products accurately, but we do not guarantee that colors, features, specifications or other details are complete or error-free, and your screen may not show colors exactly. All products are subject to availability, and we may discontinue any product at any time. Wholesale prices are shown in the ordering app to approved accounts and may change at any time.

Orders

An order is an offer to buy. An automated order-receipt message is not acceptance. We accept an order when we confirm acceptance, ship it or deliver it. Orders are governed by these terms, and we expressly object to any additional or different terms in your purchase orders or other documents. Changes to these terms for an order require a writing signed by both you and us.

Before accepting an order, we may correct errors in prices or product information, limit quantities, or decline the order. If a correction changes the price or a material product detail, we will get your approval before accepting the revised order. After we accept an order, changes require your agreement, except that we may cancel items we cannot supply because they are unavailable or discontinued. If we cancel an unfulfilled order or items, we will promptly return any payment for the canceled items.

Payment

  • For orders delivered by a Uniware truck, you can pay by ACH, cash on delivery or check.
  • For all other orders, you pay by card. Card payments are handled by our payment processors; we do not store full card numbers.

Approved accounts may have credit terms agreed with us in writing. All prices and payments are in US dollars. You agree to pay for your orders at the prices accepted for the order, plus any delivery or shipping charges.

Credit Accounts and Overdue Invoices

If an invoice on your account is overdue, we may suspend new orders until the account is brought up to date, and you agree to pay our reasonable costs of collecting overdue amounts.

Sales Tax and Resale Certificates

You are responsible for keeping a valid resale certificate on file with us. Where a valid resale or exemption certificate is not on file, we charge sales tax as the law requires. If a certificate turns out to be invalid or is not accepted for your state, you will pay any sales tax, interest and penalties assessed on those sales.

Delivery and Pick-Up

Our own trucks deliver daily in the New York metro area and weekly in New England and the Mid-Atlantic. We ship to the rest of the United States. You can also pick up orders at our Freeport warehouse. These are our usual route frequencies; individual delivery dates depend on scheduling and are estimates unless we confirm a guaranteed date in writing. We will tell you about material delays or shortages.

Shortages and Damage

Please check your order when it arrives. Report missing or wrong items and damage within 7 days of delivery or pick-up for full credit. Damage reported from day 8 to day 30 is credited at half price, and no claims are accepted after 30 days. The details are in our Return Policy. Report claims by email to rma@uniwarehouseware.com, by WhatsApp to 631-966-0034, or by WeChat to Uniware2020.

Risk of Loss

Risk of loss passes to you on delivery for truck deliveries, on collection for pick-ups, and when we hand the order to the carrier for shipped orders. This does not affect the remedies and reporting deadlines in the Return Policy.

Returns

Returns are covered by our Return Policy.

Product Safety

When you resell our products, you agree to:

  • keep required safety labels and warnings with the products;
  • comply with the legal requirements that apply to your resale;
  • tell us promptly about any product-safety complaint you receive;
  • cooperate with any legally required stop-sale or recall instructions we give.

Acceptable Use

You may use our sites only to learn about us and to do business with us. You agree not to:

  • copy, scrape or collect data or content from our sites by automated means, or use them to build a database or directory, without our written permission;
  • interfere with, disrupt or overload our sites, or get around any security or access controls;
  • upload viruses or other harmful code;
  • copy, decompile or reverse engineer our software, except where the law allows it;
  • impersonate another person or business, or use another customer's account;
  • mislead us or other customers, or try to obtain account information such as passwords;
  • harass, abuse or threaten our staff;
  • remove copyright or other notices from our content;
  • use our sites for anything illegal or in breach of these terms.

Intellectual Property

Our sites and their content, including text, photographs, graphics, software and our trademarks and logos, are owned by us or licensed to us and are protected by copyright, trademark and other laws. You may view, download and print content for your own use in doing business with us. You may not otherwise copy, republish, sell or exploit our content without our written permission.

As a customer, you may use our product photos and descriptions to sell genuine Uniware products. You may not alter them in a way that misrepresents the product, or use them for any other product. We keep ownership of them and may withdraw this permission at any time.

Suggestions

We may use suggestions you volunteer for improving our products or services without paying or crediting you. This does not cover personal information, account or payment records, or information you give us in confidence. Personal information is handled as described in our Privacy Policy.

Privacy

Our Privacy Policy explains how we handle personal information. Our sites are hosted in the United States.

Suspension and Termination

These terms apply for as long as you use our services. We may, at our discretion and without notice or liability, suspend or end your access to our sites or close your account for any reason, including a breach of these terms or the law. If we close your account, you may not open a new one under your name, another name or another business's name without our permission. We may also take legal action where appropriate.

Suspending or closing an account does not cancel return or warranty claims made on time, credits already issued, or amounts still owed. We will arrange a replacement or redeem an approved credit within a reasonable time, including for a suspended or closed account.

Availability and Changes to Our Sites

We may change, suspend or discontinue any part of our sites at any time without notice. We do not guarantee that our sites will always be available or error-free, and we are not liable for any loss caused by downtime, maintenance, changes or discontinuation.

Disclaimer

Our sites are provided "as is" and "as available", and you use them at your own risk. To the fullest extent the law allows, we disclaim all warranties, express or implied, in connection with our sites, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We are not responsible for errors in content, for interruptions, for harmful code introduced by third parties, or for third-party products, services or websites linked from our sites.

Product Warranty

If a product we sell you is defective in materials or workmanship, we will replace it or credit your account under our Return Policy: a replacement or full credit if you tell us within 7 days of delivery or pick-up, or a credit of half the invoiced price if you tell us from day 8 to day 30. No claims are accepted after 30 days. This limited warranty is subject to any express warranty in an order we have accepted or in a separate written agreement.

REPLACEMENT OR CREDIT UNDER THE RETURN POLICY IS YOUR SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. NOTHING HERE DISCLAIMS AN EXPRESS WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED.

Limitation of Liability

To the fullest extent the law allows, as between you and us, we and our directors, employees and agents are not liable for any indirect, consequential, exemplary, incidental, special or punitive damages, or for lost profits, lost revenue or lost data, arising from your use of our sites or our products, even if we were told such damages were possible. Our total liability arising from an order is limited to the purchase price paid or payable for that order. This does not prevent an unpaid-invoice adjustment under the Return Policy.

These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, or any liability that the law does not allow us to exclude or limit. Some states do not allow certain warranty disclaimers or limits on damages, so some of the above may not apply to you.

Indemnification

You agree to defend, indemnify and hold harmless Uniware and our affiliates, officers, agents and employees against any loss, damage, liability, claim or demand by a third party, including reasonable attorneys' fees, to the extent it is caused by your breach of these terms, your violation of the law or of anyone else's rights (including intellectual property rights), your misuse or alteration of our products, or claims you make about our products beyond our own descriptions. This indemnity does not cover loss caused by our own negligence or misconduct.

We will give you prompt notice of any such claim and reasonable cooperation. We may take over the defense of the claim, and you will pay the reasonable costs of that defense. Neither of us may settle such a claim in a way that admits fault by the other, or imposes obligations on the other other than paying money, without the other's written consent.

Governing Law and Disputes

These terms and your use of our services are governed by the laws of the State of New York, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Any dispute about these terms or our services must be brought exclusively in the state courts located in Nassau County, New York, or, where federal jurisdiction exists, the United States District Court for the Eastern District of New York, and you and we consent to their jurisdiction. Either of us may instead use small-claims court where the claim qualifies.

YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ABOUT THESE TERMS OR OUR SERVICES.

Subject to applicable law, any claim you have against us related to our services must be filed in court within one year after it arises.

Notices

Send notices to us at admin@uniwarehouseware.com or by mail to the address under Contact Us. We will send notices to the email address on your account.

Electronic Communications

When you use our sites, email us or complete online forms, you are communicating with us electronically. You agree to receive communications from us electronically, and that agreements, notices and other communications we send electronically meet any legal requirement that they be in writing. You agree to the use of electronic signatures, contracts, orders and records, and to electronic delivery of notices, policies and transaction records.

Text Messages

Uniware Houseware order texts: we send replies to your questions and updates about your orders and deliveries. Message frequency varies. Message and data rates may apply. Reply HELP for help or STOP to cancel. Carriers are not liable for delayed or undelivered messages. See our Privacy Policy at https://www.uniwarehouseware.com/privacy-policy.

California Users

If a complaint is not resolved to your satisfaction, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by phone at (800) 952-5210 or (916) 445-1254.

General

These terms, with the Return Policy and any written agreement signed by both you and us, are the entire agreement between you and us about our services. If we do not enforce a right, we have not waived it. If any part of these terms is found unenforceable, the rest still applies. We may assign our rights and obligations to others. We are not liable for delays or failures caused by events beyond our reasonable control. Nothing in these terms creates a partnership, joint venture, employment or agency relationship. These terms will not be interpreted against us because we drafted them.

Contact Us

Uniware Houseware Corp, 1 Newport Plz, Freeport, NY 11520, United States

Phone: +1 (631) 242-7400

Email: admin@uniwarehouseware.com