INDUSTRIAL SILENCERS
VANEC Terms & Conditions
This is a quotation, not an offer to sell. All orders are accepted by the Seller to our sales and credit terms only and not to the terms and conditions appearing on the Buyer’s purchase order or contract. Your agreement with our terms and conditions shall be conclusively evidenced by your acceptance of any shipment.
Said terms and conditions are as follows:
1) PRICES AND TERMS: (A) Domestic Terms of payment for domestic shipments are net 30 days from the date of shipment. In the event shipment is delayed by the Buyer, our terms of payment are net 30 days from the date of notification that equipment is ready for shipment. (B) Export Acceptance of export sales cannot be made unless the Buyer (regardless of nationality) provides an irrevocable Letter of Credit drawn on any United States bank except where other arrangements have been accepted in writing by the Seller, and payable in U.S. funds upon presentation of original invoice and Bill Of Lading noting shipment from plant facility. Partial shipment and payment thereof will be allowed unless specifically excluded by the Buyer and agreed to by the Seller.
The cost of export packing is excluded unless specifically indicated:
NOTE 1: If Buyer is in default of payment in accordance with either (A) or (B) above, the Seller will apply a service charge at the rate of 1-1/2% per month on the unpaid balance. In addition to the delinquent payment service charge of 1-1/2% per month on the unpaid balance, the Buyer agrees to pay all agency or attorney fees and court costs should it become necessary in the collection of delinquent payments.
NOTE 2: No retention of sales price by the Buyer is allowed unless specifically requested and agreed to by Seller.
NOTE 3: All shipments are to be made on a collect basis (billable directly to the Buyer by the common carrier) unless specifically requested otherwise and agreed to by Seller.
2) PAYMENT: (A) Payments are to be made in current funds of the United States to Seller at Seller’s plant. (B) Payments for each invoice covering partial shipments shall become due in accordance with the quoted terms of payment. (C) If Seller shall be delayed in starting, manufacture, shipment, or other phase of the contract by action or inaction of Buyer, payment shall be due as if Seller had shipped the equipment as called for in the contract, and when so delayed, Seller may store the equipment for Buyer’s account and risk. See Paragraph No. 7 (Material Storage).
3) TAXES: Buyer shall pay all taxes due on any order including, but not limited to, any sales, use, excise or other direct or indirect tax of a similar nature of federal, state, county or municipal origin. A tax exemption certificate must accompany order if such is applicable to the equipment or services being furnished.
If Seller is required to collect and/or pay such taxes, Buyer shall reimburse Seller for the full amount.
4) DELAYS: Seller shall not be liable for any default of delay resulting from any cause beyond its reasonable control including without limitation, war, governmental regulation or interference, labor controversy, labor shortage, failure of source of supply, interruption of transportation facilities, fire, flood, accident, damage to its plant, strikes, riots, failure to receive materials, and failure or breakdown in its production facilities.
5) CHANGES AFFECTING PRICE: Changes requested on this order, whether in design, quantity or shipping schedule will be subject to acceptance by Seller.
6) CANCELLATION: Cancellation of orders accepted by the Seller can be made only with the Seller’s consent. Should cancellation be accepted by the Seller, the Buyer shall pay the full purchase price for items completed. On Items not completed, a charge will be made for incurred material and labor costs together with material handling, manufacturing, sales, engineering and administrative overhead plus a reasonable percentage of profit. Buyer shall also pay in full the cost of all special dies, tools, patterns and fixtures, to all of which at all times possession and title remain in Seller unless otherwise expressly provided. Seller may, at its option, accept cancellation on a no charge basis, retaining in its possession any production material acquired for processing the cancelled order.
7) MATERIAL STORAGE: In the event that Buyer is not in position to receive shipment of equipment by the previously requested or agreed upon shipping date, Seller will not be required to hold or store such equipment for a period exceeding fifteen (15) days unless a charge of 1-1/2% of the selling price is authorized per month of storage thereafter.
8) RESTRICTED MATERIALS: If any materials specified or included are restricted or limited by government regulation, it will be necessary for the Buyer to obtain any needed defense order and any releases, permits or approvals that may be required. If the Buyer prefers to supply us with the restricted material and obtain whatever manufacturing permits may be necessary, our estimated cost of material will be deducted from the quoted price.
9) DESIGN AND DRAWINGS: All data, drawings, designs, ideas, etc., furnished by Seller shall remain property of the Seller. No license is granted to the Buyer except the right to use the equipment in the manner intended and Buyer agrees to return all drawings, etc., upon demand.
10) TOOLS, ETC: Whether or not the cost of sketches, drawings, designs, patterns, dies, tools, jigs, fixtures and any other special appliance relating to the order is reflected in the purchase price of this order, all such items shall remain Seller’s property, unless otherwise specified in the order.
11) PATENTS: Seller agrees that it will, at its own expense, defend any suit brought against the Buyer on a complaint that any product per se furnished on any order constitutes an infringement of any United States patent, provided Seller is notified in writing of such suit, within ten days after the service of process therein on the Buyer and all papers therein are delivered to it and it is given authority, information and assistance for the defense of the suit, and Seller agrees that it will pay all damages and costs awarded therein against the Buyer.
12) PACKING, PASSAGE OF TITLE, AND INSPECTION: Unless otherwise specified, packing will be for domestic shipment and will meet the requirements or United States common carriers. Title to the goods covered by the order will pass to the Buyer at time of delivery of the shipment to the carrier, and inspection of such goods will be at destination unless otherwise specified in the order.
13) BACK CHARGES: No back charges for labor or materials will be accepted unless previously authorized in writing by an authorized officer of the Seller. Where seller authorizes the buyer to accomplish warranty repairs through a third party, all costs must be approved by the Buyer before forwarding to the Seller for payment or credit. Such payments or credits are not acceptable to the Seller until full repairs are accomplished. All cost documents are approved and submitted by cover letter of approval from Buyer therein releasing the Seller from further warranty claims associated with the Seller’s products out of which the warranty claim arose.
14) GUARANTEE/WARRANTY: Any product covered by this order that shall prove, under normal usage, defective in material or workmanship, or that shall fail to conform to any express specifications contained in the order, if claim therefor is made to Seller by the Buyer within twelve months after the date of the invoice, Seller will, at its option do any one of the following:
a. Replace the product in whole or in part, whichever course is deemed advisable by Seller at the original destination, without charge to the Buyer; or
b. Alter or repair the product on-site or elsewhere, as Seller may deem advisable, without charge to Buyer, or pay the cost of alteration or repair not made by Seller, if and to the extent that such alteration or repair by others has been specifically requested by the Buyer in writing and authorized by the Seller in advance and in writing; or
c. Refund the purchase price of the product upon return of the product to the Seller; provided , the performance of (a), (b), or (c) by Seller shall exhaust the Buyer’s guaranty and release Seller from any further obligation, either under this paragraph or otherwise, and provided, if either options (a) or (b) are elected that the cost for which the Seller will be obligated will not exceed the original selling price, and provided that no products or parts may be returned to the Seller without its prior written permission, and provided, that no refund of the purchase price of any product or replacement, alteration or repair of any product will be made more than twelve months after the date of the invoice notwithstanding that, subsequent to its original installation, the product may have been replaced by Seller in accordance with (a) or altered or repaired either by Seller or by someone other then Seller in accordance with (b).
It is expressly understood and agreed that no product or part is or shall be deemed as fit for any particular purpose or use, even though conforming to specifications, if any, unless and only to the extent expressly recommended and advised by Seller in writing for a particular purpose or use at the express written request of the Buyer.
15) DISCLAIMER: The warranty stated in paragraph 14 above is expressly in lieu of any and all other obligations, warranties and liabilities on the part of Seller, and specifically THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE given in connection with the sale of the products sold herewith. The Buyer’s sole and exclusive remedy and the limit of the Seller’s liability for loss from the cause whatsoever shall be as specified in said paragraph 14 above. Said warranties shall not apply to any product of the Seller which has been altered or repaired by others without its written authorization or contrary to such authorization and in such a way as in the Seller’s judgement to affect the stability or reliability of the product, nor to any product of the Seller that has been subject to misuse, negligence or accident. Seller shall incur no liability hereunder or otherwise, for removal, installation or reinstallation of equipment or for loss of product or plant downtime or for any other incidental or consequential damages.
16) ACCEPTANCE: No contract shall be binding upon Seller until accepted by an officer or authorized official of the Seller notwithstanding any different or additional terms that may be embodied in Buyer’s purchase order or contract, such order or contract is accepted only on the condition that Buyer expressly assent to the terms and conditions contained above and on the reverse side hereof.
17) GENERAL PROVISIONS: (A) Right of possession to goods to secure the payment of the purchase price shall remain in Seller until all payments therefor hereunder shall have been fully made. Upon request Buyer agrees to do all acts necessary to perfect and maintain such right to the Seller. (B) If Buyer desires to inspect goods for workmanship and material, inspection and acceptance must be made before shipment, unless otherwise agreed in writing. Waiver of inspection is the responsibility of Buyer. Special inspection requests shall be included in Buyer’s specifications, and appropriate charges may be made to selling price. (C) Shipments and deliveries under this agreement shall at all times be subject to approval of Seller’s Credit Department. (D) Receipt of goods by Buyer without objection shall constitute a waiver of any and all claims for delay. (E) Unless otherwise agreed in writing, Buyer and carrier are responsible for goods lost or damaged in transit.