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Terms of Service:

UCS Comic Distributors ships solely and entirely to approved accounts. Account holders must be of legal age, must be authorized to do business in the US, and must be retailers, reselling product directly to the public in good faith. Private collectors may not open accounts, and subdistribution is not permitted without prior written approval.
To open an account, a retailer must submit an application along with a resale certificate. Applications may be submitted with a digital signature or printed, signed, scanned, and emailed. Please allow one to two weeks for processing.

Orders must be ordered through the UCS website. Orders received past the order deadline cannot be guaranteed, and are subject to a 2% surcharge of the order’s retail value.

All orders are shipped F.O.B. Origin, freight collect. Retailer accepts ownership of and responsibility for all product as soon as the freight carrier receives it.
All freight costs are the responsibility of the retailer. UCS bears no responsibility for delays or damages incurred by any freight carrier.
International orders are sold ex works (EXW). All paperwork and any duties, fees, or tariffs are the responsibility of the retailer. Any goods seized or held by customs are the responsibility of the retailer.

The key of the direct market is and always has been non-returnable product. All product, unless specifically stated ahead of time in writing otherwise, is sold on a non-returnable basis. Because of the vagaries of the industry, changes may occur in products including but not limited to their release dates, content, cover art, or price. Nevertheless, retailers accept that all orders once placed are final; no product may be returned.
Furthermore, orders once placed may not be canceled or reduced.

While all orders are carefully handled and packed to ensure the best possible condition, we do not guarantee Near Mint copies. If product arrives in unsaleable condition, it is the retailer’s obligation to report damaged product within 24 hours of delivery (or 72 hours in the case of non-print merchandise). If multiple delivery attempts are made, the deadline may be, at UCS’s sole discretion, counted from the original delivery attempt.
UCS may request digital photos of the damaged product. It may also, at its sole discretion, request the return of product reported damaged. Returned product must be received within seven days. Unreturned damaged product must be destroyed unsold.
UCS will ship replacements for damaged product or, if replacements are unavailable, issue credit. All invoices must be paid in full; retailers must not unilaterally deduct the cost of damaged product from payments.
Whether product is in saleable or unsaleable condition is solely the decision of UCS.

Any shortages must be reported withing 24 hours of delivery. If UCS is unable to provide the missing product, it will issue credit. From time to time, and at its sole discretion, UCS may be forced to allocate product. Nevertheless, every effort will be made to ensure that every retailer gets a full delivery of requested product.
UCS very much appreciates notification of any overages, or other merchandise not billed for. UCS will shoulder the shipping cost of returning the product if necessary. Please be honest! We’re all in this together!

Retailers’ payment options and credit guidelines will be assessed on a case-by-case basis, established and sent in writing by UCS. New accounts will received all shipments COD until credit is established, generally after three months.
Payments must be received in a timely fashion, as defined by each retailer’s payment terms. Failure to pay on time will incur a late fee of 1.5% per month, with additional penalty to be assessed if the delinquent account should be referred to a collection agency.
In general, UCS accepts payments from mature accounts by check, credit card, COD, wire transfer, ACH. Payment methods may be worked out between each retailer and UCS.
There will be a $25.00 charge for every returned check or dishonored ACH payment. Returned checks of dishonored ACH payments may result, at UCS’s sole discretion, in termination of the account and in such penalties as defined below under Obligations.
UCS reserves the right to cancel or reduce orders based on the payment or credit history of any retailer. UCS also reserves the right, at any time, to revoke the privilege of paying by any given method.

Retailers acknowledge that they may receive communications, by electronic means or otherwise, from UCS.

Retailers are required to keep all accounts and account information current, to receive and accept all ordered product, and to pay in a timely fashion through agreed-upon channels. Failure on a retailers’s part to live up to these obligations may result, at the sole discretion of UCS, in suspension of ordering privileges; in the holding or cancelation of outstanding orders; in legal action; or in any other steps UCS deems necessary.
Refused or undeliverable shipments are subject to penalty. Canceled orders, whether they be canceled from lack of payments, refused delivery, or other reasons, are subject to a 50% cancelation fee regardless of their status. Retailers are responsible not only for these costs but also for any court costs or legal fees arising from failure to live up to obligations.

UCS expressly disclaims any warranty for software, websites, or applications. All such software is provided ""As Is"" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of copyright, patent, trade secret, or any other proprietary rights of any third party. In no event shall interspace industries be liable for any general, special, direct, indirect, consequential, incidental, or other damages resulting from the use of or inability to use software. Retailers may only use such software in the intended manner and for the intended purpose.

Hold Harmless:
Retailer shall forever defend, indemnify and hold harmless UCS and its parents, subsidiaries, affiliates, and its and their officers, directors, employees, successors, licensees and assigns from and against any and all third party claims and related liability, loss, damages, costs and expenses (including reasonable attorneys’ fees) which they or any of them shall suffer or incur arising out of or related to (i) any act or omission of the retailer including the breach of retailer's representations and warranties; (ii) any claim, cause of action, or lawsuit relating in any way to the product sold by UCS; or (iii) any settlement, judgment, or payment involving UCS.

Arbitration and Governing Law:
Any dispute, claim or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall first be determined by a confidential, nonpublic arbitration to be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude parties from seeking injunctive or equitable relief or provisional remedies in aid of arbitration from a court of competent jurisdiction. The arbitration shall be conducted in New York, New York before a single, neutral arbitrator who shall: (i) be selected from the JAMS panel of neutral arbitrators located in New York; and (ii) have experience in the subject matter of the dispute. There shall be a stenographic record. All fees and costs of JAMS relating to the arbitration, including the fees of the arbitrator and the cost of the stenographic record, shall be borne by the retailer. All records relating to the arbitration shall be permanently sealed and kept confidential, except as necessary to obtain court confirmation and enforcement of the arbitration award, and except as otherwise required by law, the retailer may not disclose the contents (including information exchanged in connection with prehearing discovery or adduced in evidence at any hearing) or the results of any arbitration without the prior written consent of UCS.
These Terms of Sale and their validity, construction and performance shall be governed in all respects by, and construed in accordance with, the internal laws of the State of New York applicable to agreements made and wholly performed therein without giving effect to principles of conflicts of laws. In the event that the arbitration provisions above prove unenforceable, or if remedies being sought are unobtainable through arbitration, retailers consent and agree: (i) to the exclusive jurisdiction of the state and federal court located in New York County, New York, with respect to any action which they desires to commence arising out of or in connection with these terms; (ii) that service of any paper or pleading in any such action may be effected by mailing a copy thereof to the party for which it is intended by certified mail, return receipt requested, to the address specified above and that any paper or pleading so served shall be deemed served on the recipient with the same legal force and effect as if personally served upon the recipient within New York County, New York; and (iii) to waive any rights they may have to a trial by jury in respect of any litigation based on or in connection with these terms.

These terms contains the entire understanding between the retailer and UCS with respect to the subject matter hereof and supersedes any prior understandings and agreements. No amendment, alteration or modification of these terms shall be valid unless each such amendment, alteration or modification is expressed in a written instrument duly executed by UCS. The failure of UCS to insist, in any one or more instances, on performance of any of the terms and conditions of these terms shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of such term or condition, but the obligations of the parties, with respect thereto, shall continue in full force and effect.
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