These Terms of Use and Sale ("Terms") apply to websites, subdomains, portals, catalogs, applications, quote tools, and brand-focused storefronts operated by a member of the Uniqcli Group that link to these Terms (collectively, the "Sites"). They also govern quotes, orders, and sales of products and third-party services by the Uniqcli entity identified on the applicable transaction document.
Please read these Terms before using a Site or placing an order. By accessing a Site, creating an account, requesting a quote, submitting an order, accepting delivery, or using a product or service, you agree to these Terms. If you act for an organization, you represent that you have authority to bind it. If you do not agree, do not use the Sites or submit an order.
1. Uniqcli entities and the applicable seller
"Uniqcli Group" means Uniqcli LLC, Uniqcli Federal LLC, Uniqcli INC, and their current and future affiliates and sister companies. The group name is not a separate legal entity. "Uniqcli," "we," "us," or "our" means:
- for Site operation, Uniqcli LLC unless the Site identifies another operator; and
- for a transaction, the specific Uniqcli entity identified as seller, contractor, or service provider on the quote, order confirmation, invoice, contract, or Statement of Work (the "Seller").
If a transaction document conflicts with these Terms, the signed transaction document controls only to the extent it expressly identifies and overrides the conflicting provision. Mandatory terms of a valid government contract control to the extent required by law.
2. Scope and order of documents
These Terms govern products, software, subscriptions, manufacturer support, cloud or third-party services, and related services sold or arranged by Seller. Professional services performed under a Statement of Work are also subject to the SOW Services Terms.
The order of precedence is: (a) mandatory law; (b) a signed government contract or mutually signed master agreement; (c) a mutually signed amendment or change order; (d) the applicable Statement of Work or order confirmation; (e) these Terms and the SOW Services Terms, as applicable; and (f) a quote. A customer purchase order is accepted for administrative convenience. Additional or different boilerplate terms in a purchase order, supplier portal, click-through process, or other customer document do not apply unless an authorized representative of Seller expressly agrees to them in a signed writing.
3. Accounts, authority, and security
You must provide complete and accurate account, billing, shipping, tax-exemption, end-user, and contact information and keep it current. You are responsible for activity under your account, maintaining credential confidentiality, and promptly notifying [email protected] of suspected unauthorized use. We may require identity, business, payment, end-use, or authorization verification before allowing access or accepting an order.
You may not create an account using false information; impersonate another person, manufacturer, agency, or organization; evade purchasing restrictions; or use another party's payment method or procurement authority without permission.
4. Quotes and product information
Unless a quote states otherwise, it expires 30 calendar days after issuance. A quote is an invitation to place an order and is not a reservation of inventory, credit, price, tariff treatment, country of origin, lead time, or manufacturer program eligibility. Availability, final price, shipping, taxes, compliance attributes, and lead time are confirmed when Seller accepts the order.
We work to keep descriptions, photographs, specifications, compatibility information, country-of-origin information, availability, and pricing accurate. Manufacturers and distributors may change them without notice, and typographical, catalog-feed, mapping, or pricing errors may occur. Images may be representative. The manufacturer part number and the description in Seller's accepted order control. We will not knowingly substitute a materially different product without customer approval.
5. Order submission and acceptance
Your checkout submission, purchase order, or acceptance of a quote is an offer to buy. An automated acknowledgment confirms receipt only. An order becomes binding when Seller issues an express order confirmation, begins performance, or ships the product, whichever occurs first. Seller may accept or reject an order in whole or in part.
Seller may hold, reject, or cancel an order before shipment or performance for reasons including product or personnel unavailability, pricing or catalog error, manufacturer allocation, failure of credit or payment authorization, suspected fraud, identity mismatch, export or sanctions restrictions, prohibited end use, contract-vehicle ineligibility, or inability to verify a material order term. If payment was captured for a canceled portion, Seller will refund that amount to the original payment method.
6. Pricing, taxes, and fees
Prices are in U.S. dollars unless stated otherwise. Unless expressly included, prices exclude shipping, freight, insurance, installation, configuration, recycling or environmental fees, customs duties, tariffs, sales or use taxes, and similar governmental charges. You are responsible for applicable charges. A valid exemption certificate must be provided before invoicing; we are not required to retroactively apply an exemption.
Manufacturer suggested retail price, list price, or savings information is reference information and may not represent a price at which a product was recently sold. Promotions are subject to their stated conditions and availability.
Any credit-card surcharge will apply only where lawful and permitted by card-network rules, will be clearly disclosed before you authorize payment, and will appear as a separate line item. No such surcharge applies unless it is displayed during checkout or on the accepted quote. Surcharges are not applied to debit or prepaid cards. Customers may choose another available payment method before completing the order.
7. Payment and credit
Payment is due at checkout or under the payment terms shown on Seller's invoice or accepted order. Available methods may include major payment cards, Government Purchase Card or P-Card, ACH, PayPal/Venmo, approved purchase order, or another agreed method. Payment processors, rather than Uniqcli, receive and process full payment-card numbers.
Credit terms are subject to continuing approval and may be reduced or withdrawn. Seller may require a deposit, progress payment, proof of funding, or payment in full. Unless prohibited by law or contract, past-due undisputed balances may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and the customer is responsible for reasonable collection costs. Seller may suspend shipment, licenses, or services for nonpayment after any required notice.
Subscription, license, support, warranty, cloud, and installment commitments are non-cancelable and non-refundable for the committed term once provisioned or accepted by the applicable provider, except where the provider expressly authorizes cancellation or applicable law requires otherwise.
8. Shipping, delivery, title, and risk
Shipping is governed by the Shipping and Delivery Policy and the accepted transaction document. Dates are estimates unless Seller expressly guarantees a date in a signed writing. Split shipment and direct shipment from a manufacturer or authorized distributor are permitted. Title and risk of loss pass as stated in the accepted order or applicable Incoterm. If no term is stated, risk of loss passes upon delivery to the customer-designated destination, except that when the customer selects its own carrier or supplies a carrier account, risk passes when the product is tendered to that carrier.
Software and licensed content are licensed, not sold; title remains with the licensor. Customer must inspect deliveries and report damage, shortage, overage, incorrect items, or non-delivery within the time stated in the Shipping and Delivery Policy.
9. Cancellation and changes
Before acceptance, you may request cancellation without charge. After acceptance, cancellation is subject to Seller and manufacturer approval and reimbursement of nonrecoverable costs. Special-order, build-to-order, configured, registered, allocated, activated, downloadable, licensed, subscription, and service products may be non-cancelable. A change to quantity, configuration, ship-to location, end user, schedule, or scope may change price and lead time and is effective only when Seller confirms it.
10. Returns and refunds
Returns are governed by the Return, Refund, and RMA Policy, manufacturer restrictions, and any product-specific terms disclosed before purchase. A Return Merchandise Authorization is required before any product is sent back. The version of the return policy in effect when the order is accepted governs, except where non-waivable law or a signed contract requires otherwise.
11. Manufacturer warranties, licenses, and third-party terms
Uniqcli is generally a reseller and integrator, not the manufacturer. Products are covered by the applicable manufacturer's warranty, if any. Software, subscriptions, cloud services, support, and other third-party offerings are subject to the provider's license, acceptable-use, privacy, support, renewal, and service terms. By ordering or using such an offering, the customer agrees to the applicable provider terms.
To the maximum extent permitted by law, Seller passes through available manufacturer warranties but does not create an additional product warranty. Seller will reasonably assist with entitlement confirmation and manufacturer warranty routing. Any description of manufacturer support is informational; the manufacturer's current published entitlement controls.
Third-party services may be delivered by a manufacturer, carrier, cloud provider, subcontractor, installer, financing provider, or other third party. Unless the accepted order expressly states Seller is responsible for performing that service, the third party is responsible for its performance, and its terms and remedies apply.
12. Services
Seller may provide configuration, staging, kitting, imaging, installation, integration, consulting, engineering, managed, support, or other services. A Statement of Work governs project-specific scope, deliverables, assumptions, schedule, fees, acceptance, and security requirements. Services are also subject to the SOW Services Terms. Estimates for time-and-materials work are planning estimates, not fixed-price commitments.
13. Government and public-sector orders
Catalog listings, logos, customer references, articles, or general statements do not by themselves make a product TAA-compliant, Trade Agreements Act designated-country end product, NDAA Section 889 compliant, Buy American compliant, EPEAT registered, Energy Star certified, FIPS validated, FedRAMP authorized, CMMC assessed, or eligible under a contract vehicle. Any such status is product-, configuration-, date-, end-use-, and order-specific and applies only when documented in the accepted order or required by a signed contract.
FAR, DFARS, agency, state, local, educational, cooperative, grant, and contract-vehicle clauses apply only if mandatory by law or expressly incorporated into an accepted contract by an authorized representative. Seller does not accept unilateral flow-downs through a purchase-order link or portal unless expressly agreed in writing.
Nothing on a Site implies endorsement, sponsorship, affiliation, or approval by the United States Government, Department of Defense, a military service, or any federal, state, or local agency. Government seals and names are used only to identify customer communities or describe publicly verifiable work.
14. Export controls, sanctions, and end use
Products, software, technical data, and services may be subject to U.S. export-control and sanctions laws, including the Export Administration Regulations and Office of Foreign Assets Control rules. Customer will not export, re-export, transfer, release, or use an item contrary to law; for prohibited end users, destinations, or end uses; or without required authorization. Customer will provide accurate end-user, end-use, destination, and citizenship or nationality information when lawfully required and will not divert an order.
Manufacturer warranties, licenses, and support may be unavailable outside the authorized territory. International shipment requires Seller's written approval and may require screening, licenses, customs documentation, duties, taxes, and additional terms.
15. High-risk and regulated uses
Unless a manufacturer expressly certifies a product for the intended use and Seller agrees in writing, products and services are not designed for use where failure could cause death, personal injury, or severe property or environmental damage, including life-support, medical-device, nuclear, aviation safety, autonomous weapon, or other fail-safe applications. Customer is responsible for system design, validation, regulatory approval, redundancy, and safe use.
16. Controlled and sensitive information
Public Sites, public quote forms, ordinary chat, analytics-enabled pages, and ordinary email are not approved channels for classified information or Controlled Unclassified Information. Do not submit CUI, FCI requiring contract-specific safeguarding, export-controlled technical data, protected health information, payment-card data, credentials, private keys, or other restricted information unless Seller has confirmed an approved channel and applicable written terms. See the CUI, FCI, and Secure Submission Notice.
17. Site license and acceptable use
Subject to these Terms, Uniqcli grants you a limited, revocable, nonexclusive, nontransferable right to access and use the Sites for lawful evaluation and purchase of products and services. You may make reasonable internal copies of quotes, specifications, invoices, order records, and public product information for procurement and operational use.
You may not:
- violate law or another party's rights;
- interfere with Site security, operation, authentication, or rate limits;
- introduce malware or attempt unauthorized access;
- scrape, crawl, harvest, mirror, frame, or bulk-copy a Site, catalog, price, or account data for a competing catalog, model training, resale, or commercial database without written permission;
- use bots to place orders, reserve inventory, manipulate availability, or bypass purchase limits;
- misrepresent affiliation with Uniqcli, an OEM, or a government entity;
- remove proprietary notices; or
- use Site content to create deceptive, infringing, or counterfeit listings.
Ordinary indexing by general-purpose search engines in accordance with our robots directives is permitted.
18. Intellectual property and trademarks
The Sites, their original content, design, software, data compilations, and Uniqcli names and marks are owned by or licensed to a member of the Uniqcli Group and are protected by law. Except for the limited right above, no right is granted by implication, estoppel, or otherwise.
Manufacturer and third-party names, logos, images, model names, and marks belong to their owners. Brand-focused storefronts are product-focused Uniqcli storefronts, not official manufacturer websites. Use of a mark identifies genuine products, compatibility, or a supply or integration relationship and does not by itself imply endorsement or ownership.
19. User submissions, reviews, and feedback
You retain ownership of content you submit. You grant Uniqcli a nonexclusive license to host, copy, transmit, and use it as reasonably necessary to respond, quote, fulfill, support, secure, and comply with law. Do not submit content you lack authority to share.
If you submit a public review, question, answer, photograph, or testimonial, you grant Uniqcli a worldwide, nonexclusive, royalty-free license to display, reproduce, adapt for formatting, and distribute it in connection with the Sites and our business. We may moderate or remove content that is unlawful, confidential, deceptive, abusive, infringing, unrelated, or contains personal information. Feedback and suggestions may be used without restriction or compensation, provided we do not publicly identify you without permission.
20. Third-party links and tools
Sites may link to manufacturer sites, partner portals, payment processors, carriers, documentation, embedded media, or other third-party services. Uniqcli does not control their content, security, availability, or privacy practices. A link does not itself imply endorsement. Your use is subject to the third party's terms.
21. Privacy and electronic communications
The Privacy Notice and Cookie Notice explain our data practices. By providing contact information, you consent to transactional communications about accounts, quotes, orders, delivery, security, and support. Marketing messages are sent as permitted by law and include applicable opt-out methods. Consent to marketing is not a condition of purchase.
Electronic signatures, click acceptance, and electronic records are effective to the extent permitted by law. You may retain a copy of these Terms and transaction records.
22. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITES AND SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." UNIQCLI DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. THIS DOES NOT DISCLAIM A WRITTEN SERVICE WARRANTY IN AN APPLICABLE SOW, A PASSED-THROUGH MANUFACTURER WARRANTY, OR A RIGHT THAT CANNOT LAWFULLY BE WAIVED.
WE DO NOT WARRANT THAT GENERAL GUIDANCE, CONFIGURATION INFORMATION, AI-GENERATED OUTPUT, COMPATIBILITY INFORMATION, OR COMPLIANCE CONTENT IS COMPLETE OR SUITABLE FOR A PARTICULAR PROCUREMENT, SECURITY, SAFETY, OR REGULATORY DECISION. CUSTOMER MUST VALIDATE MATERIAL REQUIREMENTS BEFORE RELYING ON THEM.
23. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO MEMBER OF THE UNIQCLI GROUP, AND NO SUPPLIER, MANUFACTURER, LICENSOR, SUBCONTRACTOR, OR AGENT, WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM A SITE, PRODUCT, ORDER, OR SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SELLER AND ITS AFFILIATES ARISING FROM A PRODUCT OR ORDER WILL NOT EXCEED THE AMOUNT PAID TO SELLER FOR THE SPECIFIC PRODUCT OR ORDER GIVING RISE TO THE CLAIM. LIABILITY FOR SERVICES IS GOVERNED BY THE SOW SERVICES TERMS. These limits do not apply to liability that cannot lawfully be limited, and consumer rights under non-waivable law remain unaffected.
24. Customer responsibility and indemnity
Customer is responsible for product selection, compatibility, lawful use, system backups, account users, permits, site readiness, and compliance with its own contractual and regulatory obligations. To the extent permitted by law, customer will defend and indemnify the applicable Seller and its affiliates from third-party claims arising from customer's unlawful resale, export, modification, combination, representation, misuse, or high-risk use of a product; customer content; or breach of Sections 13 through 17, except to the extent caused by Seller's gross negligence or willful misconduct.
25. Force majeure
Seller is not liable for delay or failure caused by circumstances beyond reasonable control, including manufacturer allocation, supply interruption, carrier delay, port congestion, labor dispute, cyberattack, utility or network outage, epidemic, natural disaster, fire, severe weather, war, terrorism, civil disorder, embargo, sanctions change, government action, or inability to obtain materials. Seller will use commercially reasonable efforts to communicate material delay and resume performance.
26. Governing law and disputes
Except where a signed government contract or non-waivable law requires otherwise, these Terms and each transaction are governed by Illinois law, without regard to conflict-of-law principles. The state and federal courts located in Cook County, Illinois have exclusive jurisdiction, and each party consents to venue and personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing suit, the parties will attempt in good faith for at least 30 days to resolve the dispute through business representatives, except for collection, injunctive relief, security incidents, or claims approaching a limitations deadline. Nothing in this section limits rights under the Contract Disputes Act or another mandatory public-procurement process.
27. Changes
We may update these Terms prospectively. The version posted when Seller accepts an order governs that order unless the parties agree otherwise. Changes to Site-use provisions apply when posted. Material changes will be identified by a new effective date.
28. General terms
If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder remains effective. Failure to enforce is not a waiver. Customer may not assign an order without Seller's written consent, except in a merger or sale of substantially all assets where the assignee assumes the obligations and is not a competitor or restricted party. Seller may assign to an affiliate or in connection with a reorganization or sale. Headings are for convenience. "Including" means "including without limitation." Provisions intended by their nature to survive will survive termination.
29. Contact and notices
Questions about these Terms: [email protected]. Formal legal notices to Uniqcli must be sent by email to [email protected] and by nationally recognized delivery service to Uniqcli LLC, 233 S Wacker Drive, Suite 4400, Chicago, IL 60606-6322, USA, unless the applicable transaction identifies another notice address.