Terms & conditions
ARTICLE 1 – DEFINITIONS
1.1 THE FOLLOWING TERMS ARE DEFINED AS:
General Terms and Conditions:
These general terms and conditions.
US-SEG LLC:
US-SEG LLC, a Delaware limited liability company, registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, with principal place of business at 5141 S Procyon St, Las Vegas, NV 89118.
Customer:
Any natural person or legal entity with whom US-SEG LLC enters or intends to enter into an agreement.
Services:
All activities performed by US-SEG LLC under the Agreement.
Goods:
All products delivered by US-SEG LLC under the Agreement.
Offer:
Any written proposal by US-SEG LLC to enter into an Agreement.
Agreement:
Any contract between US-SEG LLC and the Customer, including modifications or additions, for delivering Goods and/or Services.
ARTICLE 2 – APPLICABILITY
2.1 These General Terms and Conditions apply to all Offers and Agreements by US-SEG LLC. They also apply to Goods and Services partially or fully performed by third parties on behalf of US-SEG LLC.
2.2 Deviations from these Terms are valid only if explicitly agreed upon in writing. Terms of the Customer are expressly rejected.
ARTICLE 3 – OFFERS AND FORMATION OF AGREEMENT
3.1 All Offers are non-binding and valid for the period indicated. If no period is specified, Offers expire after 30 days. US-SEG LLC may revoke any Offer at any time.
3.2 Offers are based on information provided by the Customer. The Customer guarantees accuracy and completeness of this information.
3.3 Documentation provided with Offers, such as brochures and technical descriptions, is informational and non-binding. All intellectual property remains with US-SEG LLC.
3.4 Agreements are effective upon written acceptance of an Offer by the Customer or upon written confirmation by US-SEG LLC.
ARTICLE 4 – PRICES
4.1 Prices listed in an Offer or Agreement are in U.S. dollars (USD), excluding taxes and governmental fees, transportation, and additional costs unless otherwise agreed in writing.
4.2 Prices may be adjusted if costs significantly change (>10%) after the Agreement’s conclusion. The Customer may terminate the Agreement without liability if such an adjustment occurs.
ARTICLE 5 – CUSTOMER OBLIGATIONS
5.1 The Customer shall provide all necessary details and files promptly upon commencement of the Agreement, adhering to specifications by US-SEG LLC.
5.2 The Customer guarantees accuracy and completeness of all provided details and files.
ARTICLE 6 – DELIVERY
6.1 Delivery timelines provided by US-SEG LLC are estimates only, not binding unless explicitly agreed otherwise in writing.
6.2 Delivery of Goods occurs at one of US-SEG LLC’s designated locations. Risk transfers to the Customer upon delivery at such location.
6.3 Transportation beyond the designated US-SEG LLC location is arranged at the Customer’s expense and risk, unless explicitly agreed otherwise. US-SEG LLC shall not be liable for delays, damage, or loss occurring after the Goods leave the designated location, regardless of transportation arrangements.
ARTICLE 7 – ACCEPTANCE AND COMPLAINTS
7.1 The Customer must inspect delivered Goods/Services within 8 days of receipt and notify US-SEG LLC in writing of any defects. Failure to timely notify results in acceptance of Goods/Services.
ARTICLE 8 – INSTALLATION
8.1 If installation is part of the Agreement, the Customer must ensure proper permits, suitability of premises, and compliance with legal requirements.
ARTICLE 9 – CHANGES TO AGREEMENT
9.1 Changes to the Agreement must be agreed in writing and may affect price and timelines. US-SEG LLC is entitled to adjust terms accordingly.
ARTICLE 10 – RETENTION OF TITLE
10.1 Ownership of Goods transfers upon full payment. The Customer may not sell or encumber Goods without US-SEG LLC’s consent until fully paid.
ARTICLE 11 – FORCE MAJEURE
11.1 US-SEG LLC is not liable for delays or non-performance resulting from force majeure events, such as natural disasters, strikes, supplier delays, or other uncontrollable events.
ARTICLE 12 – PAYMENT
12.1 Payment is due within 30 days of invoice date unless otherwise agreed. Late payments incur interest at the statutory rate allowed under Delaware law.
12.2 The Customer is responsible for all collection costs, including reasonable attorneys’ fees.
ARTICLE 13 – SUSPENSION AND TERMINATION
13.1 US-SEG LLC may suspend or terminate the Agreement immediately if the Customer fails to comply with any obligations, or becomes insolvent, bankrupt, or faces legal actions affecting its financial standing.
ARTICLE 14 – LIMITATION OF LIABILITY
14.1 US-SEG LLC’s liability is limited to direct damages, not exceeding the amount paid under the Agreement. US-SEG LLC is not liable for consequential damages, including lost profits or business interruption.
ARTICLE 15 – INDEMNIFICATION
15.1 The Customer indemnifies US-SEG LLC against third-party claims arising from the Customer’s breach of obligations under the Agreement.
ARTICLE 16 – INTELLECTUAL PROPERTY
16.1 Intellectual property created or used in executing the Agreement remains with US-SEG LLC. The Customer may only use delivered Goods for intended purposes.
ARTICLE 17 – GOVERNING LAW AND JURISDICTION
17.1 This Agreement is governed by Delaware law. Disputes shall exclusively be resolved in the courts of Sussex County, Delaware. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.