Terms & Conditions
Terms & Conditions
Terms and conditions of sale customer notice disclaimer or warranties and limitations of liability. There are no warranties or representations, express or implied, including any regarding merchantability or fitness for a particular purpose, except as explicitly stated on the form of this document.
Liability for the breach of any warranty is limited to replacement of defective or nonconforming goods or to the refund of the purchase price upon return of the goods to Vanpro-Inc, at the option of Vanpro-Inc, (as provided on Sheet 2 of this document). Vanpro-Inc is not liable for any other direct, incidental, or consequential damages, including lost profits, even if Vanpro-Inc has been advised of the possibility of such damages. Customer assumes all risks and liability for loss, damage, or injury to persons or property of customer or others arising out of the use of possession of the goods.
Acceptance of your order by Vanpro-Inc is conditional upon your agreement to the terms and conditions on pages 1 & 2 of this document. If you do not agree, all goods must be promptly returned to Vanpro-Inc, unused and unopened. Your acceptance of delivery of any part of the goods covered by this document will be deemed to be an agreement to the terms and conditions of sale which are contained on pages 1 & 2 of this document. Any inconsistent or additional terms of conditions which may be contained in your purchase order, confirmation, or other document, are superseded by Vanpro Inc's terms and conditions as stated by pages 1 & 2 of this document.
TERMS & CONDITIONS
LIMITED WARRANTY: VANPRO-INC WARRANTS ONLY THAT THE GOODS SUPPLIED TO YOU UNDER THIS DOCUMENT CONFORM TO THE SPECIFICATIONS AND DESCRIPTION OF THE TYPE AND QUALITY SPECIFIED ON THE FACE HEREOF, SUBJECT TO TOLERANCES AND VARIATIONS CONSISTENT WITH THE USUAL TRADE PRACTICES. ALTHOUGH EMPLOYEES OF VANPRO-INC ARE AVAILABLE FOR CONSULTATION CONCERNING THE SELECTION OF GOODS AND REQUIRED SPECIFICATIONS, THEY ARE NOT AUTHORIZED TO WARRANT THE SUITABILITY OF ANY GOODS FOR ANY PARTICULAR USE OR APPLICATION. FINAL DETERMINATION OF THE SUITABILITY OF THE GOODS FOR THE USE CONTEMPLATED BY YOU, VANPRO-INC'S CUSTOMER, IS YOUR SOLE RESPONSIBILITY, AND VANPRO-INC HAS NO RESPONSIBILITY AND MAKES NO WARRANTY OR REPRESENTATION IN CONNECTION WITH THAT DETERMINATION. (IN CASES OF GOODS MANUFACTURED BY COMPANIES WITH WARRANTY POLICIES DIFFERING FROM VANPRO-INC'S, THE APPLICABLE WARRANTY OF THE ORIGINAL MANUFACTURER WILL APPLY.) THIS WARRANTY GIVES YOU, OUR CUSTOMER, SPECIFIC RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
RIGHT OF INSPECTION: Should any of the goods supplied fail to conform to the specifications and the description on the face of this document, Vanpro-Inc's ONLY LIABILITY will be to make replacement or repair or to refund the purchase price, at Vanpro-Inc's sole option, provided that (a) you, our customer, notify Vanpro-Inc in writing within ten (10) days from receipt of the goods, (b) Vanpro-Inc's inspectors determine that the goods do not conform to the specification or description, (c) upon Vanpro-Inc's request, you, our customer, return the goods to Vanpro-Inc's warehouse within ten (10) days after being requested to do so, and (d) terms of payment have been fully met. Your failure to comply with the terms of this paragraph and as otherwise provided in this document shall constitute an irrevocable acceptance of the goods as conforming to the type and quality specified and bind you, our customer, to pay the contract price for the goods. All claims must be made prior to the installation or other use of the goods. If you have accepted the goods tendered under this document in any manner provided in the Uniform Commercial Code, you, our customer, shall have no right to revoke its acceptance.
PRICES: All prices are quoted f.o.b. Vanpro-Inc's shipping point unless otherwise stated on this document. All prices are subject to adjustment to reflect Vanpro-Inc's prices in effect at the time of shipment, including increases in packing, storage, shipping charges, or taxes. Cash Discounts, if any, are as allowed by Vanpro-Inc at the date of shipment and apply only to Vanpro-Inc's selling price f.o.b. the shipping Point, exclusive of all packing, storage, shipping, insurance, or taxes. You are not entitled to any cash discount if you owe Vanpro-Inc any uncontested past due balances.
TERMS OF PAYMENT: Payment for all goods is due and shall be paid according to the terms appearing on the face of the invoice from Vanpro-Inc. The invoice amount cannot be paid in any other manner than in full when due. On any amount not paid within one (1) day of the date it is due, liquidated damages will accrue and be payable. Liquidated damages shall be interest on the amount due at the maximum rate allowed by law.
TAXES: The prices quoted do not include sales, use, value added, excise or other taxes unless otherwise stated on the invoice. These taxes and any other measured in whole or in part by gross receipts applicable to this transaction shall be paid by you, our customer, in addition to the quoted purchase price. If you, our customer, claim exemption from any of these taxes, you shall furnish satisfactory proof of such exemption.
PACKING AND SHIPPING: Unless you, our customer, have furnished shipping instructions to Vanpro-Inc prior to the time Vanpro-Inc has completed packaging or tagging the goods, all orders will be shipped by either common carrier or Vanpro-Inc's own trucking company of choice.. In either event, whether the shipment be by common carrier or another trucking company of Vanpro-Inc's choice, you shall pay freight charges from Vanpro-Inc's shipping point. Vanpro-Inc shall also be entitled to make additional charges for special packing if, in Vanpro-Inc's discretion, special protection is necessary to insure safe delivery.
TITLE RISK OF LOSS OR DAMAGE: Title shall pass upon delivery of the goods to the common carrier; title shall pass upon the earlier of (a) when the goods are properly tagged, banded, and prepared for shipment or (b) when the goods are loaded on the truck at Vanpro-Inc's facility. Customer bears the risk of loss or damage to or the destruction of the goods from the time of their delivery by Vanpro-Inc to the common carrier for shipment to you. All claims for loss, damage, or destruction attributable to shipping should be made directly to the carrier; Vanpro-Inc shall not be responsible for any such loss, damage, or destruction. The common carrier, although selected by Vanpro-Inc, shall be deemed your agent.
CLAIMS AND CREDITS: Vanpro-Inc is not responsible for shortages or errors unless written claims are made to Vanpro-Inc within five (5) days of customer's receipt of the goods. In any event, claims of shortages or damage should be noted immediately upon receipt of the goods on the bill of lading or delivery ticket. If there is a shortage or the goods have been damaged in transit, a notation to that effect must be made upon customer's receipt on the carrier's bill of lading or delivery ticket (receipt). Damaged goods should not be unloaded until they have been thoroughly inspected and all damages noted on the delivery ticket or bill of lading. If customer requests that the goods be shipped via common carriers whose charges do not include insurance, Vanpro-Inc will not insure the goods unless specifically instructed to do so. All charges relating to insurance of goods will be made to the customer's account and are due and payable upon receipt of Vanpro-Inc's invoice unless they are billed directly to you by the insurance carrier.
RETURNS: No goods shall be accepted for return without the prior written authorization of Vanpro-Inc. No returns will be accepted after thirty (30) days from the date of delivery to you, our customer. Goods which have been processed may not be returned.
ENTIRE AGREEMENT: The terms and conditions set forth here constitute the entire agreement between Vanpro-Inc and our customer, the parties, relating to the sale of the goods, and this agreement prevails over any and all terms contained in you, our customers, purchase order or acknowledgements unless explicitly stated to the contrary in writing executed by both you and Vanpro-Inc. This agreement cannot be modified except by a writing signed by both of us.
SEVERABILITY: If any provision of these terms and conditions as applied to any party or, to any circumstance shall be found by a court to be void, invalid, or unenforceable, it shall not affect any other provision of these terms and conditions, the application of any such provision in any other, circumstance, or the validity of enforceability of these terms and conditions.
WAIVER: No waiver of any breach or default of yours, under, these terms and conditions operates as a waiver of any future default, whether of a like or different character except as otherwise provided in these terms and conditions.
DELAY IN DELIVERY: Vanpro-Inc assumes no responsibility for failure to ship on a particular date, and when an order is placed for shipment on a specific date, if, for any reason, customer will not accept the ordered goods if shipment is made earlier or later than the date specified, Vanpro-Inc must be notified to that effect in writing when the order is placed, All orders are accepted subject to strikes, riots, wars, labor troubles, floods, fires, accidents, delays, contingencies of transportation, governmental acts, orders and regulations, and any other causes beyond the control of Vanpro-Inc, and if any such cause prevents or interferes with the delivery of the goods ordered, customer shall accept as full and complete fulfillment of the order the portion of the goods covered by the order which Vanpro-Inc is able under the circumstances to procure and deliver in accordance with the order; and a time for delivery shall be extended for such time as shall be reasonably required.
SUSPENSION OF PERFORMANCE: If you, our customer, fail to: pay any amount owing to Vanpro-Inc or, if in Vanpro-Inc's judgement there is reasonable doubt concerning your financial responsibility, Vanpro-Inc may suspend performance or terminate this contract without liability and without prejudice to other remedies, as to further delivery and work, and no forbearance or course of dealing affects this right of Vanpro-Inc. Notwithstanding any previous shipment on credit Vanpro-Inc may, at any time, demand, payment on delivery, require payment in advance or upon tender of shipping documents.
RIGHT OF RESALE: If you, our customer, breach or repudiate a provision of this contract or fail to comply with this contract, Vanpro-Inc. may resell the goods which have not already been, delivered to you, together with any goods reclaimed by Vanpro-Inc or to which Vanpro-Inc may agree to accept return. The sale may be public or private, wholesale or retail, and Vanpro-Inc may hold more than one (1) sale. In addition, you, our customer, shall pay Vanpro-Inc the amount by which the price established in this contract exceeds the amount received from the public or private sale, together with all incidental damages occasioned by your default you, our customer, and Vanpro-Inc agree that at five (5) days' written notice of resale at public sale or private sale which Vanpro-Inc conducts as a result of your default is reasonable notice to you of the sale.
VERBAL ORDERS: Vanpro-Inc telephone desks are maintained and, staffed for immediate service. If shipment of your order is made before written confirmation from you is received such orders must be considered as accurate as recorded by Vanpro-Inc's inside sales personnel. To avoid duplication of verbal orders please mark confirming orders prominently and clearly "confirmation". Otherwise, duplications will result, and the charges involved will be at your expense. Acceptance of all verbal orders is expressly limited to, these terms and conditions as stated herein.
CHANGES OR CANCELLATIONS: Should you, our customer, find it necessary to change the specifications of your order while work is in progress, Vanpro-Inc' will make every effort to accommodate you. However, it will be necessary for Vanpro-Inc to charge you, our customer, and you agree to pay for any services, labor, or materials which are discarded or unusable because of such changes requested by you. Should you, our customer, for any reason, desire to cancel an order, you agree to reimburse Vanpro-Inc for any and all costs and expenses which Vanpro-Inc may have incurred as a result of its performance under the order, prior to your notification of cancellation. You also agree to pay for any material which has been cut or fabricated to your order. Vanpro-Inc agrees to credit you with the value of the scrap value of the material which is discarded.
INDEMNIFICATION: Customer shall indemnify, defend, and hold Vanpro-Inc, its officers; and agents harmless from and against all loss, liability, cost, damage, or expense whatsoever incident to any claim, action, or proceeding against Vanpro-Inc (i) arising out of (a) the negligent design of goods furnished per you, our customer's, specifications, (b) installation, (c) maintenance, (d) use, (e) fabrication, and (f) operation of the goods by you, our customer or on your behalf, or, (ii) based on the allegation that any of the goods or any part thereof sold hereunder pursuant to your customer's design or specification infringe any patents applied for or issued as of the date of this order.
ATTORNEYS' FEES: In the event it becomes necessary for Vanpro-Inc to, retain legal counsel to implement collection procedures, or to undertake litigation, or to otherwise protect Vanpro-Inc's rights under the contract, or to defend itself against claims, which are your responsibility you, our customer, shall pay Vanpro-Inc a reasonable sum for the attorneys' fees and related costs, whether or not such litigation proceeds to final judgment.