UCD Terms and Conditions

Terms and Conditions

The terms and conditions of any credit extended to the undersigned (“Applicant”) pursuant to this application and agreement (this “Agreement”), and any materials, goods, work, or services (collectively, “Services”) made, performed or furnished by Universal Custom Display, Inc. (“UCD”) to Applicant, now or in the future, shall be subject to the following terms and conditions, which Applicant has read and agrees to be bound by. From time to time UCD may also furnish Applicant with supplemental forms in connection with Services, including but not limited to order confirmations and invoices (“Supplemental Documents”), the terms of which shall be deemed to supplement this Agreement. This Agreement shall be binding on Applicant, and on all successors and assigns of Applicant. These terms shall not be modified, except by a writing signed by UCD or by a Supplemental Document signed by UCD.

  1. Price: Prices are as quoted from time to time by UCD. If no specific price has been agreed to between Applicant and UCD, the price of such Services shall reflect the higher of: (i) the last price communicated by UCD to Applicant in contemplation of the Services performed, or (ii) the then current price charged by UCD for Services of the same nature. Modifications or additions to Services requested by Applicant may create additional charges. Any work stoppage ordered by Applicant will result in charges equal to the sum of: (i) the cost to UCD of any materials thus far used or ordered by UCD in connection with such Services, and (ii) a percentage of the total job price (after excluding amounts described in (i)) equal to the total labor hours thus far expended by UCD on such job or order, divided by the estimated total labor hours for such job or order.
  2. Payment Method: Payments may be made by check, cash, and electronic fund transfer, Visa or MasterCard. Payments are considered made when received by UCD at 9104 Elkmont Way, Elk Grove, CA 95624, or at such other address as it may from time to time designate.
  3. Payment Terms: Unless otherwise agreed to in writing or stated on the face of the invoice, payments shall be due “Net 30” days from the invoice date. Nothing in this Agreement shall obligate UCD to extend any credit terms; UCD may demand payment be made “COD” at any time.
  4. Late Payments: If any invoice is not paid when due Applicant agrees that a charge of one and one-half percent (1.5%) per month (18% per annum) of the unpaid amount, or the maximum amount, allowed by law (whichever is less) shall accrue from the date payment was originally due until paid in full. In the event that an invoice is not timely paid, Applicant further agrees that, despite any previous agreement to the contrary, at UCD’s sole option, all future purchases must be paid “COD” or on such other terms as UCD may require. In the event that an invoice is not timely paid, UCD shall also have the right to stop work on any other Services on order for Applicant, and receive immediate payment for such services equal to: (i) the cost to UCD of any materials thus far used or ordered by UCD in connection with such Services, and (ii) a percentage of the total job price (after excluding amounts described in (i)) equal to the total labor hours thus far expended by UCD on such job or order, divided by the estimated total labor hours for such job or order.
  5. Credit Inquires : Applicant authorizes UCD to make such inquires as UCD may deem appropriate of banks, lenders, vendors and credit and trade references, whether or not listed herein, as to Applicant’s credit worthiness.
  6. Change in Ownership: Applicant shall immediately notify UCD of any change in ownership or control of Applicant. Upon any such change, UCD may require that all amounts outstanding be paid in full, and may in addition refuse to make any further sales and deliveries hereunder or reclaim all goods in accordance with the Uniform Commercial Code. No rights of Applicant are assignable or transferable, except with the written consent of UCD.
  7. Warranties; Limitations of Warranties; Indemnification: UCD warrants that the merchandise it sells will be of the kind and quality described in the purchase order and will be free of defects in workmanship. EXCEPT AS SET FORTH ABOVE THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE WHATSOEVER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. UCD shall not be liable for special, incidental or consequential damages such as, but not limited to, bodily injury, property damage, loss of profits or revenue, cost of purchased or replacement goods, or any special, incidental or consequential damages of customers of Applicant or users of materials, goods, or work provided. APPLICANT SHALL INDEMNIFY AND DEFEND UCD AGAINST ANY SUCH CLAIMS.
  8. Construction, Jurisdiction and Venue: The agreement shall be construed in accordance with the laws of the State of California without giving effect to such state’s principles of conflicts of laws. Applicant hereby expressly submits and consents to the jurisdiction of all Federal and State Courts located in the State of California and consents that any process, notice, motion or any other application to those courts or a judge thereof may be served within or without such court’s jurisdiction by registered or certified mail or by personal service, provided a reasonable time for appearance is allowed. Applicant also waives any claim that any court in Sacramento County, California is an inconvenient forum and consents to venue in said county.
  9. Costs and Attorneys’ Fees:  Applicant shall pay all costs and fees, including attorneys’ fees, incurred by UCD in enforcing this Agreement, or as modified by any Supplemental Document, whether or not trial is commenced, including any appeal, as well as any costs or attorneys’ fees incurred in or as the result of any bankruptcy related case, including non-dischargeability proceedings.
  10. Severability: All provisions of this Agreement are severable and no provision hereof shall be affected by the invalidity or unenforceability of any other provision of this Agreement.
  11. No Waiver: No course of dealing between the parties, nor waiver, refusal or neglect by UCD to exercise any right hereunder or to enforce compliance shall constitute a waiver of any provision herein, unless such waiver is expressed in writing.
  12. STORAGE POLICY:  For UCD to store a customer’s finished goods more than 30 days from the original due date, a storage fee of $100 per pallet will be charged; $100 starting day 31. If additional storage time is needed the fee will increase each month. For example: the first 30 days is free, the second 30 days is $100 per pallet, the next 30 days is $200 per pallet, the final month will be charged at $400 per pallet, so not to exceed 90 days. Therefore, the maximum storage time is 4 months. The first 30 days being free, with an additional 90 days with storage fees.