Utility Composites, Inc. e-Commerce
Terms of Service
Utility Composites, Inc. owns and operates the website listed above. This document governs your relationship with Utility Composites regarding this website. Access to and use of this website and the products and services available through this website (collectively, the "Services") are subject to the following terms, conditions and notices. By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service
Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all parts of this website. This website is not intended for person under 18 years of age.
By registering with this website, you can access or view the prices and submit purchase orders electronically. You are responsible for using this website in a private and secure manner. We will not be liable for any damage or loss caused from any unauthorized account access resulting from your actions, such as not logging out of the account or sharing your account password. We reserve the right to refuse registration or cancel an account at any time.
You must not misuse this website. You agree that you will not: commit or encourage a criminal offense; transmit or distribute a virus, Trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through this website. Breaching this provision would constitute a criminal offense and Utility Composites, Inc. will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this website or to your downloading of any material posted on it, or on any website linked to it.
Intellectual Property, Software and Content
The intellectual property rights in all software and content (including photographic or other images) made available to you on or through this website remains the property of Utility Composites, Inc. or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by Utility Composites, Inc. and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this website nor may you use any such content in connection with any business or commercial enterprise.
Terms of e-Commerce Sale
By placing an order through this website you are offering to purchase a product on and subject to the following terms and conditions as well as the Utility Composites Inc Conditions of Sale as stated on every invoice (available upon request). All orders are subject to availability and confirmation of the order price. Dispatch times may vary according to availability and subject to any delays resulting from carrier delays or force majeure for which we will not be responsible.
In order to contract with Utility Composites, Inc. you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. Utility Composites, Inc. retains the right to refuse any request made by you. If your order is accepted we will inform you by email. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. All prices advertised are subject to change at any time.
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order or a contract between parties.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the 'Total Cost'.
Upon receiving your order we carry out a standard authorization check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorization being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been dispatched, the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
Disclaimer of Liability
The material displayed on this website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law Utility Composites, Inc. and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect Utility Composites, Inc.'s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
Linking to this Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
Except where expressly stated to the contrary, all persons (including their names and images), third party trademarks and content, services and/or locations featured on this website are in no way associated, linked or affiliated with Utility Composites, Inc. and you should not rely on the existence of such a connection or affiliation. Any trademarks/names featured on this website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to Utility Composites, Inc.
You agree to indemnify, defend and hold harmless Utility Composites, Inc., its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this website or your breach of the Terms of Service.
Utility Composites, Inc. shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this website.
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
The above Terms of Service plus the Utility Composites Inc Conditions of Sale (listed below), constitute the entire agreements of the parties and supersede any and all preceding and contemporaneous agreements between you and Utility Composites, Inc. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by a Director of Utility Composites, Inc.
UTILITY COMPOSITES INC CONDITIONS OF SALE
1. SOLE AGREEMENT AND ACCEPTANCE: Except as provided in paragraph 14, the terms and conditions set forth herein contain the sole entire and exclusive agreement between the Seller and the Buyer in this transaction and supersede all prior discussions, proposals, negotiations, representations, and agreements; except as expressly provided herein additional or conflicting terms, whether or not material, shall not, in any manner, by implication, by waiver or otherwise govern the relationship between Seller and Buyer. Seller objects to and shall not be bound to any past or future terms or conditions not set forth herein, including any additional terms shown on Buyer’s purchase order or acknowledgement or shipping documents, which order, acknowledgement or shipping document shall be accepted for billing purposes only, and any inconsistencies therein with the provisions hereof shall be null and void. Shipment pursuant to Buyer’s order containing different or additional terms does not constitute acceptance of such terms and Seller’s shipment pursuant to such order is expressly made conditional on Buyer’s assent to the additional and different terms contained herein. ANY WAIVER, MODIFICATION, OR AMENDMENT OF THESE TERMS AND CONDITIONS SHALL ONLY BE EFFECTIVE AS AGAINST EITHER PARTY IF SUCH WAIVER, MODIFICATION, OR AMENDMENT IS CONTAINED IN A WRITTEN INSTRUMENT DULY EXECUTED BY OR ON BEHALF OF BOTH PARTIES. All orders are subject to acceptance by Seller.
2. PRICE AND PAYMENT: The price(s) herein specified may be revised for any thirty (30) day period by written notice from Seller dispatched not less than fifteen (15) days prior to the date on which any such period commences. In the absence of such written notice from Seller to Buyer, the price then in effect shall continue in effect until such notice is given. If no price is specified on the face hereof, all orders shall be priced in accordance with Seller’s price quotation in effect on the date of shipment. Payment for all shipments hereunder shall be made by Buyer against Seller’s invoice within thirty (30) days from the date of the invoice, term’s net cash, unless otherwise indicated on the face hereof. Past due invoices shall be subject to a finance charge of 1.5% per month or the maximum rate allowed by law, whichever is less. If at any time, in Seller’s opinion, the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller or inadequate to meet the obligations hereunder the terms of payment may, at Seller’s option, be revised or withdrawn, and Seller may require cash or other satisfactory security before making further shipments to Buyer.
3. TAXES:Any tax, excise, inspection fee, duty, or other governmental charge upon the sale and/or shipment of the material(s) herein specified now imposed by federal, state or local authorities, in the U.S. or outside the U.S., or hereafter becoming effective within the life of this Agreement, shall be paid by Buyer or Receiving Party whether billed directly by Seller or billed by the taxing authority.
4. DELIVERY: Shipment dates are based upon Seller’s best judgement, are subject to production limitations and factory schedules, and hence are not guaranteed. All sales are F.O.B. Seller’s shipping point. Unless Seller specifically agrees otherwise, Buyer will pay the freight or other delivery charges and all other charges levied or imposed on the material after the loading is completed. If the Seller prepays such charges on Buyer’s request or for Buyer, Buyer will reimburse Seller. Seller’s weights or measurements taken at the shipping point shall control unless proven to be in error.
5. TITLE AND RISK OF LOSS: Title and risk of loss of the goods shall pass to the Buyer upon loading of the goods into transportation equipment at the shipping point.
6. FORCE MAJEURE: In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law decree request or order of any governmental agency or authority, either local, state or federal, or because of riots, war, public disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God, accidents of navigation, breakdown or failure of transportation or transportation facilities, failure of or interference with the manufacture, receiving, handling, or consumption of the material covered hereby, inability to obtain raw materials, fuel, power, labor, containers or transportation facilities, or commercial impracticability, or for any other reason (whether or not of the same class or kind as herein set forth) which is not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence said party is unable to prevent the party so suffering may at its option suspend deliveries or receipts during the period such cause continues and no liability shall attach against either party on account thereof. The provisions of this paragraph shall not be available to any party which fails to use reasonable diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch. The requirement that any force majeure be remedied with all reasonable dispatch shall not require settlement of strikes or labor controversies by acceding to the demands of the opposing party or parties.
7. WARRANTY AND LIABILITY: The Seller warrants that the goods furnished shall meet Seller’s standard shipping specifications. Any technical advice by Seller in reference to the use of its products is given gratis and without any warranty whatsoever as to advice given or results obtained. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SAID GOODS EXCEPT AS SPECIFICALLY SET FORTH HEREIN. Buyer assumes all risk, liability, and damage resulting from the use of the goods, whether used singularly or in combination with other goods, of technical advice furnished, or of specification changes. If any model or sample was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of the goods and not to represent that the goods would necessarily be of that type and nature.
8. REMEDIES OF BUYER: The Seller’s liability and Buyer’s exclusive remedy is expressly limited at Seller’s option to either the repair of defective goods or the replacement thereof with conforming goods at the F.O.B. shipping point or the repayment of the net unit billing price. Failure by Buyer to give written notice to Seller of claim within ninety (90) days from the date of invoice, shall constitute a waiver by Buyer of all claims of any kind. As a condition of repayment for defective goods, Buyer must, after obtaining authority from Seller, return such goods to Seller for inspection, repair and/or replacement (see paragraph 16). Seller shall not be liable for goods, which have been altered or defaced. In-transit breakage, damage, or loss claims must be filed directly with carrier.
9. LIMITATION OF LIABILITY: The remedies of Buyer set forth herein are exclusive. The total liability of Seller, with respect to the goods furnished hereunder or with respect to the manufacture, sale, delivery, repair, or technical direction covered by or furnished pursuant to these terms and conditions, whether such liability of Seller is based on contract, warranty, negligence, strict liability, indemnity, or otherwise, shall not exceed the purchase price of the goods in respect of which claim is made. Seller shall in no event be liable to the Buyer, any successors in interest or assignee of Buyer, any customers of Buyer or any beneficiary or assignee of Buyer for any consequential, incidental, indirect, special, or punitive damages arising out of any defect in or failure of or malfunction of the goods sold hereunder, whether such damages are based upon lost goodwill, lost profits or revenue, interest, work stoppage, impairment of other goods loss by reason of shutdown or non-operation, increased expenses of operation, loss of use of related goods or operations and/or cost of purchase of replacement goods, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise.
10. PATENT INFRINGEMENT: Seller reserves the right to discontinue deliveries of any material, the manufacture, sale or use of which in its opinion might involve patent infringement.
11. PATENT LICENSE: The contract of sale formed by these terms and conditions in no way provides Buyer with any license express or implied to practice any patented inventions or discoveries owned by Seller except any patented invention or discovery that is embodied by the form and/or composition of the product(s) as sold by Seller to Buyer.
12. CANCELLATION: Seller may cancel the Agreement formed by these terms and conditions at any time in the event that Buyer shall fail to perform or observe any term or condition hereof by giving Buyer ten (10) days written notice of cancellation. Cancellation hereunder shall not prevent Seller from pursuing any other remedy available to Seller by law or from seeking all such damages to which Seller may be entitled.
13. ASSIGNMENT: This Agreement shall extend to and be binding upon the parties hereto their successors and assigns provided however that Buyer shall not assign its rights nor delegate its duties under this Agreement without the written consent of the Seller.
14. APPLICABLE STATE LAW: THE CONSTRUCTION OF THIS AGREEMENT and the rights and obligations of the parties hereunder SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, excluding any choice of law rules which may direct the application of the laws of any other jurisdiction. All orders and the rights and obligations of the Seller and Buyer arising from these Conditions of Sale shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sales of Goods application of which is hereby excluded pursuant to Article 6 thereof.
15. CONFIDENTIALITY: Nothing stated herein shall be construed to relieve Buyer from any obligation of confidentiality owed to Seller or its affiliates with respect to any materials or information furnished to Buyer subject to such obligation. RETURNS: In ALL cases, a return authorization number (RA#) is required and must be clearly marked on the exterior of the shipping package or the package will not be accepted. All returns must be received within 30 days of issuance of an RA# and must be in original packaging. Seller will accept returns only under the following conditions: Potential Defects: Product may be returned under the terms described in paragraph 8. Products shipped in error: Buyer must notify Seller within thirty (30) days of the date of the invoice. Full credit will be issued for the merchandise and shipping, less any refurbishing costs. Other returns: Any product can be returned for any reason (except non-stock, special or discontinued items), if Seller is notified within thirty (30) days of the date of the invoice. Return shipments will not be accepted if Seller does not receive notification within 30 days of the invoice or if goods are not received within 30 days of notification. Credit will be given for the merchandise returned after assessing any differences in price due to volume discounts given at the time of purchase and after assessing a 25% restocking fee. No credit will be given for inbound or outbound shipping and handling. No credit will be given for partial containers of product (boxes, if purchased in box quantity, cases, if purchased in case quantity).