Effective October 1, 2025
1. Introduction and Acceptance of Terms
Welcome to VConnect USA LLC ("VConnect USA," "we," "us," or "our"). These Terms and Conditions ("Terms," "Agreement") govern your access to and use of our websites located at www.vconnectusallc.com, business.vconnectusallc.com, and shop.vconnectusallc.com (collectively, the "Websites"), as well as all associated services, products, platforms, and communications offered by VConnect USA LLC, a limited liability company registered under the laws of the State of New York, United States of America, and a subsidiary of Icon Trading Company.
By accessing or using any part of our Websites, by placing an order, by creating an account, by requesting a quote, or by engaging with any of our services — whether as a business buyer, individual consumer, manufacturer partner, distributor, reseller, or visitor — you confirm that you have read, understood, and agree to be legally bound by these Terms in their entirety, together with our Privacy Policy, Shipping Policy, Return Policy, and any other policies or agreements incorporated herein by reference.
If you do not agree to these Terms, or any portion thereof, you must immediately discontinue all use of our Websites and services. VConnect USA LLC reserves the right to modify, update, or replace these Terms at any time. Continued use of our Websites or services following any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
These Terms apply to both of our operating storefronts: the VConnect Business Store (business.vconnectusallc.com), which serves business-to-business (B2B) buyers and wholesale account holders, and the VConnect Shop (shop.vconnectusallc.com), which serves individual retail consumers. Where relevant, these Terms shall specify any distinctions in obligations or entitlements between B2B and B2C users.
2. Definitions
For the purposes of these Terms and Conditions, the following definitions shall apply:
- "Company," "VConnect USA," "we," "us," or "our" refers to VConnect USA LLC, a New York-registered limited liability company, and its subsidiaries, affiliates, agents, officers, directors, employees, and assigns.
- "User," "you," or "your" refers to any individual, entity, or organization accessing or using our Websites or services, including business customers, retail consumers, guests, account holders, partners, and visitors.
- "B2B Customer" refers to any registered business, company, sole proprietor, or organization that accesses our Business Store for the purpose of wholesale purchasing, bulk ordering, or establishing net account terms.
- "B2C Customer" refers to any individual retail consumer who purchases goods through our consumer-facing Shop storefront for personal, household, or non-commercial use.
- "Products" refers to all goods, merchandise, and physical items listed, offered for sale, or distributed through our Websites, including but not limited to batteries, inverters, power tools, hardware, home goods, apparel, electronics, jewelry, and other sourced items.
- "Services" refers to all non-product offerings provided by VConnect USA LLC, including quote generation, order management, fulfillment coordination, account management, customer support, sourcing consultation, and any ancillary business services.
- "Order" refers to any purchase request, confirmed purchase, quote-to-order conversion, or bulk purchase agreement submitted by a User through the Website.
- "Intellectual Property" refers to all trademarks, service marks, trade names, logos, copyrights, patents, trade secrets, proprietary information, and other intellectual property rights owned or licensed by VConnect USA LLC.
- "Confidential Information" refers to any non-public information disclosed by either party in the course of business dealings, including pricing structures, supplier identities, operational data, and trade terms.
- "Manufacturers" refers to the vetted production facilities and supplier partners located in China, Hong Kong, and Vietnam from whom VConnect USA LLC sources its products.
3. Eligibility and User Accounts
3.1 Eligibility Requirements
To use our Websites and purchase our Products or Services, you must: (a) be at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (b) have the legal capacity to enter into a binding contract under applicable law; (c) not be barred from using our services under the laws of the United States or any other applicable jurisdiction; and (d) provide accurate, complete, and current information during registration and in all subsequent dealings with VConnect USA LLC.
B2B Customers must additionally represent that they are acting on behalf of a legitimate, duly formed business entity, that the individual completing registration has authority to bind such entity to these Terms, and that the entity is in good standing with applicable regulatory requirements.
3.2 Account Registration
Certain features of our Websites, particularly within the Business Store, require account registration. When you register for an account, you agree to: provide truthful and accurate information in all fields; maintain and promptly update your account information to ensure accuracy; protect the confidentiality of your account credentials, including username and password; accept responsibility for all activities occurring under your account; and notify us immediately at cs@vconnectusallc.com of any suspected unauthorized use of your account or breach of security.
VConnect USA LLC reserves the right, at its sole discretion, to refuse registration, suspend, or terminate any account, with or without notice, for any reason, including but not limited to suspected fraud, misrepresentation, violation of these Terms, or non-payment of amounts owed.
3.3 Net-30 and Credit Accounts
B2B Customers may apply for net-30 payment terms or other credit arrangements. Approval is subject to VConnect USA LLC credit assessment process, which may include a review of business credentials, credit history, trade references, and other relevant factors. Net-30 accounts are subject to separate credit agreements and terms, which shall be incorporated into and read together with these Terms. VConnect USA LLC reserves the right to revoke, adjust, or suspend credit terms at any time.
4. Products, Descriptions, and Availability
4.1 Product Descriptions and Accuracy
VConnect USA LLC endeavors to present accurate descriptions, specifications, dimensions, weights, images, and other product information on our Websites. However, we do not warrant that product descriptions, pricing, images, or other content are completely accurate, current, complete, or error-free. Product colors may vary due to the settings of your monitor or display device. Dimensions and specifications are provided for reference and may vary within reasonable manufacturing tolerances.
In the event that a Product is listed with an incorrect price, description, or specification due to typographical error, system error, or any other cause, VConnect USA LLC reserves the right to cancel any orders placed for such Product, to correct the error and re-present the corrected listing, and to contact the affected buyer to offer the option to proceed at the corrected price or receive a full refund.
4.2 Sourcing Standards and Quality Control
All Products offered through VConnect USA LLC are sourced from vetted manufacturing partners in China, Hong Kong, and Vietnam. Our sourcing process includes on-the-ground factory evaluations, quality and capacity assessments, compliance reviews, and certification verification where applicable. Applicable certifications may include UL, CE, RoHS, MSDS, and other industry-specific or regulatory standards.
Notwithstanding the above, VConnect USA LLC does not independently manufacture any products and relies on Manufacturer representations, third-party certifications, and batch-level quality inspections to ensure compliance. VConnect USA LLC shall not be liable for latent manufacturing defects or post-import changes in product composition that are not detectable through reasonable inspection.
4.3 Product Availability
All Products listed on our Websites are subject to availability and may be withdrawn or discontinued at any time without prior notice. VConnect USA LLC shall not be held liable for any damages resulting from the unavailability or discontinuation of a Product. In the event that an ordered Product becomes unavailable following order confirmation, VConnect USA LLC will notify the Customer and offer either an equivalent substitute (subject to Customer approval), a backorder with an estimated fulfillment timeline, or a full refund of amounts paid.
5. Pricing and Payment
5.1 Pricing
Prices for Products are as stated on the Websites at the time of order placement, unless otherwise agreed in writing between VConnect USA LLC and the Customer. All prices are quoted in United States Dollars (USD) unless otherwise explicitly stated. Prices are exclusive of applicable taxes, duties, customs fees, import levies, shipping charges, and handling fees, which will be separately disclosed and added to the order total.
VConnect USA LLC reserves the right to adjust prices at any time without prior notice for retail customers. For B2B Customers with active quote agreements, pricing will remain fixed for the duration of the quote validity period. After expiry, prices may be subject to revision based on sourcing costs, currency fluctuations, freight rates, tariff changes, or other market factors.
5.2 Taxes and Duties
Customers are solely responsible for all applicable federal, state, and local sales taxes, use taxes, excise taxes, customs duties, import tariffs, and similar charges imposed by governmental authorities. For import transactions, VConnect USA LLC responsibilities end at the point of U.S. customs clearance unless otherwise agreed. Applicable sales tax for domestic U.S. orders will be calculated based on the shipping destination and the applicable tax nexus of VConnect USA LLC.
5.3 Payment Methods and Processing
VConnect USA LLC accepts the following payment methods: Visa, Mastercard, PayPal, Apple Pay, and such other methods as may be added from time to time and displayed at checkout. For B2B Customers, payment by bank wire transfer, ACH, or check may also be available subject to account standing and prior arrangement.
By providing payment information, you represent and warrant that: (a) you are authorized to use the payment method provided; (b) the information is accurate and complete; (c) you will be responsible for all charges incurred. Payment must be received and cleared before shipment of Products, except in the case of approved net-30 or credit account holders who are governed by the terms of their credit agreement.
5.4 Invoicing and Receipts
VConnect USA LLC will issue an invoice or order confirmation to the email address provided at the time of purchase. It is the Customer's responsibility to ensure that contact information remains current. Invoices constitute the definitive record of the transaction and shall govern in the event of any discrepancy between the Website listing and the confirmation.
5.5 Late Payments
For B2B Customers subject to net-30 or other credit terms, invoices not paid by the due date will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, on the outstanding balance. VConnect USA LLC reserves the right to suspend order fulfillment and revoke credit terms for accounts in arrears. The Customer shall also be responsible for all reasonable costs of collection, including attorney fees, if VConnect USA LLC is required to pursue legal remedies.
6. Orders, Cancellations, and Modifications
6.1 Order Placement and Confirmation
An order is deemed placed when the Customer submits a completed order form, purchase request, or quote acceptance through our Website or via email confirmation. Orders are not binding on VConnect USA LLC until we issue a formal order confirmation. VConnect USA LLC reserves the right to accept or reject any order at its sole discretion, including orders where Products are unavailable, where pricing errors have occurred, or where there is a reasonable suspicion of fraud or abuse.
6.2 Order Modifications
Customers may request modifications to an order prior to shipment by contacting cs@vconnectusallc.com. Modifications are subject to VConnect USA LLC ability to accommodate such changes given the order's production, procurement, or fulfillment stage. Modifications to B2B bulk or custom orders may incur additional charges or extended lead times, which will be communicated in writing prior to implementation.
6.3 Order Cancellations
Retail (B2C) customers may cancel an order within twenty-four (24) hours of placement, provided the order has not yet been shipped, by contacting our support team. After shipment, cancellation is not available; however, the Customer may initiate a return in accordance with our Return Policy.
B2B Customers seeking to cancel orders must do so in writing. Cancellation of bulk, custom, or special-sourced orders may be subject to cancellation fees to cover costs already incurred, including procurement, freight, customs, and production costs. Such fees will be communicated in writing at the time of the cancellation request.
7. Shipping, Delivery, and Risk of Loss
7.1 Shipping Partners and Methods
VConnect USA LLC fulfills orders using trusted logistics partners including FedEx, UPS, and DHL. The shipping method available for a given order will depend on the type of product, order size, destination, and other factors. Tracking information will be provided to the Customer upon shipment via email.
7.2 Delivery Timelines
Estimated delivery timelines are provided at the time of checkout or in the order confirmation and are based on carrier schedules, order processing times, and sourcing lead times. These estimates are not guarantees. VConnect USA LLC shall not be liable for delays in delivery caused by carrier disruptions, customs clearance delays, acts of God, labor disputes, regulatory changes, port congestion, extreme weather, or any other circumstance beyond our reasonable control.
For B2B bulk or import orders, lead times will be specified in the quote or purchase agreement. Customers are advised to account for potential clearance and inspection timelines at U.S. ports of entry.
7.3 Risk of Loss and Title
Title to Products and risk of loss shall pass to the Customer upon delivery of the Products to the carrier for shipment. VConnect USA LLC is not responsible for Products lost, stolen, or damaged after delivery to the carrier. Customers are strongly encouraged to arrange appropriate cargo or parcel insurance for high-value shipments. In the event of visible damage or discrepancy at the time of carrier delivery, Customers should document the condition and contact our support team within forty-eight (48) hours.
7.4 Import Compliance
For orders involving international origin sourcing, VConnect USA LLC acts as the importer of record (IOR) for goods entering the United States and complies with all applicable U.S. Customs and Border Protection (CBP) requirements. Customers are responsible for ensuring that the Products they purchase comply with all applicable regulations in the jurisdiction of end-use. VConnect USA LLC makes no representations regarding the regulatory compliance of Products outside of the United States.
8. Returns, Refunds, and Warranty
8.1 Return Policy — B2C Customers
Retail customers may return eligible Products within thirty (30) days of the confirmed delivery date, subject to the following conditions: (a) the Product must be unused, in its original condition, and in its original packaging; (b) a return authorization must be obtained from VConnect USA LLC prior to returning any item; (c) the Customer is responsible for return shipping costs unless the return is due to a VConnect USA LLC error or a defective product; and (d) items marked as final sale, custom-ordered, or otherwise non-returnable at the time of purchase are not eligible for return.
Upon receipt and inspection of the returned Product, VConnect USA LLC will issue a refund to the original payment method within ten (10) business days. VConnect USA LLC reserves the right to assess a restocking fee of up to fifteen percent (15%) for returned items that are not defective.
8.2 Return Policy — B2B Customers
B2B bulk purchases are generally considered final. Returns for B2B orders require prior written authorization from VConnect USA LLC and are subject to the terms negotiated in the applicable purchase agreement. VConnect USA LLC may, at its discretion, accept returns of non-custom B2B merchandise within fourteen (14) days of receipt, subject to a restocking fee and inspection. Bulk orders of custom-sourced or specially procured goods are non-returnable.
8.3 Defective and Non-Conforming Products
If a Product is received in a defective, damaged, or materially non-conforming condition, the Customer must notify VConnect USA LLC in writing within seven (7) days of delivery, providing photographic evidence and a description of the defect or non-conformity. VConnect USA LLC will, at its election: (a) replace the defective Product; (b) issue a credit for a future order; or (c) provide a full refund of the purchase price. This remedy is exclusive and constitutes the Customer's sole recourse for defective or non-conforming goods.
8.4 Warranty Disclaimer
VConnect USA LLC provides limited warranties on certain Products as specifically stated in product listings or accompanying documentation. Where no specific warranty is stated, Products are provided "as is." EXCEPT AS EXPRESSLY PROVIDED HEREIN, VCONNECT USA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VCONNECT USA DOES NOT WARRANT THAT PRODUCTS WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.
Product warranties provided by Manufacturers are passed through to Customers to the extent permitted, but VConnect USA LLC does not independently guarantee Manufacturer warranty obligations and shall not be liable for a Manufacturer's failure to honor warranty commitments.
9. Intellectual Property
9.1 Ownership of Content
All content on our Websites, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of VConnect USA LLC or its content suppliers and is protected by applicable United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
9.2 Limited License
VConnect USA LLC grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use our Websites solely for your personal or internal business purposes in accordance with these Terms. This license does not include the right to: (a) republish, reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website; (b) use any data mining, robots, scraping, or similar data gathering tools; (c) frame or mirror any content without express written consent; or (d) download or copy account information for the benefit of any third party.
9.3 User Submissions
If you submit any content to VConnect USA LLC, including reviews, feedback, inquiries, or suggestions ("Submissions"), you grant VConnect USA LLC a worldwide, royalty-free, irrevocable, perpetual, sub-licensable license to use, reproduce, modify, adapt, publish, translate, and distribute such Submissions in any medium and for any purpose. You represent and warrant that your Submissions do not infringe the rights of any third party and that you have all rights necessary to grant the foregoing license.
9.4 Trademark Use
"VConnect USA," "VConnect," and associated logos and product names are trademarks or service marks of VConnect USA LLC. Nothing in these Terms grants you any right to use any VConnect USA trademark, service mark, trade name, logo, or domain name without our prior written consent.
10. Privacy and Data Protection
VConnect USA LLC is committed to protecting your privacy. Our collection, use, storage, and disclosure of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using our Websites and Services, you consent to the practices described in our Privacy Policy.
We collect and process personal data, including name, contact information, business information, payment details, and browsing behavior, for the purposes of fulfilling orders, managing accounts, improving our services, and complying with legal obligations. We do not sell your personal information to third parties. We implement commercially reasonable technical and organizational security measures to protect your data from unauthorized access, disclosure, or destruction.
For users located in California, additional rights apply under the California Consumer Privacy Act (CCPA). Please refer to our California Notice for details. For users located in other jurisdictions with applicable data protection laws, we endeavor to comply with all applicable requirements, including providing rights of access, correction, deletion, and portability where required.
11. Prohibited Conduct
You agree not to engage in any of the following prohibited activities when using our Websites or Services:
- Using our Websites for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation.
- Attempting to gain unauthorized access to any portion of our Websites, our servers, or any systems or networks connected to our Websites.
- Transmitting any viruses, malware, ransomware, spyware, or other malicious code or harmful programs.
- Engaging in scraping, data mining, or automated data collection from our Websites without express written authorization.
- Misrepresenting your identity, affiliation, or the purpose of any communication with VConnect USA.
- Using our Websites or accounts to conduct transactions on behalf of unauthorized third parties without disclosure.
- Circumventing, disabling, or interfering with security-related features of our Websites.
- Engaging in any conduct that interferes with or disrupts the integrity or performance of our Websites or the experience of other users.
- Submitting false, misleading, or fraudulent orders, reviews, claims, or information.
- Using our Products for any purpose that violates applicable export control laws, including the Export Administration Regulations (EAR) or sanctions administered by the Office of Foreign Assets Control (OFAC).
VConnect USA LLC reserves the right to investigate any suspected violation of the foregoing and to take appropriate legal action, including referral to law enforcement authorities and civil litigation.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VCONNECT USA LLC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF OR INABILITY TO USE OUR WEBSITES OR SERVICES; (II) ANY PRODUCTS PURCHASED OR OBTAINED THROUGH OUR WEBSITES; (III) ANY ERRORS, INACCURACIES, OR OMISSIONS IN PRODUCT DESCRIPTIONS OR PRICING; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO OUR WEBSITES OR SERVICES.
IN NO EVENT SHALL VCONNECT USA'S TOTAL CUMULATIVE LIABILITY TO ANY CUSTOMER OR USER ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY SUCH CUSTOMER OR USER TO VCONNECT USA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, VCONNECT USA'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification
You agree to defend, indemnify, and hold harmless VConnect USA LLC, its parent company Icon Trading Company, its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, contractors, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of our Websites or Services; (c) your purchase, use, or resale of Products; (d) your violation of any applicable law or regulation; (e) your infringement of any third-party intellectual property or proprietary rights; or (f) any negligent, reckless, or intentionally wrongful act or omission by you.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms and all disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.
14.2 Dispute Resolution and Arbitration
In the event of 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 arbitration provision ("Dispute"), the parties agree to first attempt resolution through good-faith negotiation. Either party may initiate such negotiation by providing written notice to the other.
If the Dispute is not resolved within thirty (30) days of such written notice, either party may submit the Dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Nassau County, New York, before a single arbitrator selected in accordance with the AAA rules. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution by arbitration.
14.3 Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER YOU NOR VCONNECT USA SHALL HAVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. THIS WAIVER IS A MATERIAL INDUCEMENT FOR VCONNECT USA TO PROVIDE ACCESS TO ITS WEBSITES AND SERVICES.
14.4 Jurisdiction
For any matters not subject to arbitration under these Terms, or for the purpose of enforcing an arbitration award, you agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Nassau County, New York, and hereby waive any objection to the laying of venue of any such proceeding in those courts.
15. Compliance with Export Laws
Our Products may be subject to the export control laws of the United States and other applicable countries. You agree to comply strictly with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS) and economic sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
You represent and warrant that you are not located in, and are not a national or resident of, any country to which the United States maintains comprehensive economic sanctions, and that you are not on any U.S. government denied-parties list. VConnect USA LLC reserves the right to refuse orders from or to any party or jurisdiction where such dealings would violate applicable law.
16. Third-Party Links and Services
Our Websites may contain links to third-party websites, platforms, services, or resources that are not owned or controlled by VConnect USA LLC. These links are provided for convenience only. VConnect USA LLC has no control over, and assumes no responsibility for, the content, privacy policies, terms of service, practices, or accuracy of any third-party websites or services. Your access and use of third-party websites is at your own risk and subject to the terms and conditions of those third parties.
References to any third-party products, services, companies, processes, or technologies on our Websites do not constitute or imply an endorsement, recommendation, or affiliation by VConnect USA LLC, unless explicitly stated.
17. Partnership and Reseller Terms
17.1 Manufacturer Partners
Manufacturers who seek to partner with VConnect USA LLC for U.S. distribution agree to provide accurate, complete, and current information about their products, certifications, production capacity, and quality standards. Manufacturer partners must agree to separate partnership agreements that govern the terms of the distribution relationship, including exclusivity, pricing, quality obligations, and compliance standards. VConnect USA LLC reserves the right to terminate any manufacturer partnership in the event of quality failures, misrepresentation, or breach of the applicable agreement.
17.2 Distributors and Resellers
Distributors and resellers who wish to access VConnect USA LLC catalog for resale purposes must contact VConnect USA LLC to negotiate a separate distributor or reseller agreement. Resellers are responsible for ensuring that their downstream customers are informed of all applicable product information, safety data, certifications, and legal obligations. VConnect USA LLC expressly disclaims responsibility for downstream use of Products by resellers or their customers beyond the scope of Products as sold.
17.3 Dropshipping
Where dropshipping arrangements are made available by VConnect USA LLC, they are governed by a specific dropshipping agreement and are subject to stock availability, minimum order thresholds, and other conditions. Dropship partners are solely responsible for their customer-facing representations, refund handling, and compliance with consumer protection laws in their jurisdiction.
18. Force Majeure
VConnect USA LLC shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, hurricanes, pandemics, epidemics, governmental actions, import or export restrictions, tariff changes, wars, armed conflicts, terrorist acts, labor strikes, port closures, transportation disruptions, supply chain interruptions, power outages, cyber-attacks, or any other event constituting force majeure under applicable law ("Force Majeure Event").
In the event of a Force Majeure Event, VConnect USA LLC will notify affected Customers as soon as reasonably practicable and will use commercially reasonable efforts to resume performance. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected order or agreement without liability, and VConnect USA LLC will refund amounts paid for unfulfilled obligations.
19. Confidentiality
In the course of B2B business dealings, both parties may have access to Confidential Information of the other. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use the other party's Confidential Information solely for the purpose of the business relationship and not for any other purpose; (c) not disclose the other party's Confidential Information to any third party without prior written consent; and (d) protect the other party's Confidential Information using the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.
These confidentiality obligations shall survive the termination of these Terms or any applicable agreement for a period of three (3) years. The obligations shall not apply to information that is: publicly available through no fault of the receiving party; independently developed without use of Confidential Information; lawfully received from a third party without restriction; or required to be disclosed by applicable law, court order, or regulatory authority, provided that the disclosing party is given reasonable prior notice to seek a protective order.
20. Modifications to Website and Services
VConnect USA LLC reserves the right, at any time and without prior notice, to: modify, update, or discontinue any feature, functionality, or aspect of our Websites or Services; change pricing structures, payment methods, or shipping policies; add or remove Product categories or listings; update our policies, including these Terms; and temporarily suspend access to the Websites for maintenance, upgrades, or security reasons.
Where modifications materially affect your rights or obligations, we will provide notice by posting the updated Terms on our Website with a revised "Last Updated" date. Your continued use of our Websites or Services following such modifications constitutes your acceptance of the changes.
21. Entire Agreement and Severability
These Terms, together with our Privacy Policy, Return Policy, Shipping Policy, and any other policies, credit agreements, or purchase agreements incorporated herein by reference, constitute the entire agreement between you and VConnect USA LLC with respect to your use of our Websites and Services and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, regarding the same subject matter.
If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of such modification, shall be severed from these Terms, without affecting the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
No waiver by VConnect USA LLC of any right or provision under these Terms shall constitute a continuing waiver of such right or provision or a waiver of any other right or provision. A waiver shall only be effective if made in writing and signed by an authorized representative of VConnect USA LLC.
22. Contact Information
If you have any questions, concerns, or complaints regarding these Terms and Conditions, our Products, or our Services, or if you wish to exercise any rights available to you under applicable law, please contact us using the information below:
VConnect USA LLC
11 The Drawbridge, Woodbury, NY 11797
United States of America
Customer Support: cs@vconnectusallc.com
Phone: +1 (516) 656-1996
Website: www.vconnectusallc.com
We endeavor to respond to all inquiries within one (1) business day. For urgent matters related to pending orders or shipments, please contact us by phone during regular business hours, Monday through Friday, Eastern Time.
BY USING OUR WEBSITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.