2021 VSP TECHNOLOGIES STANDARD TERMS AND CONDITIONS OF SALE AND SERVICE

Warranty

SELLER warrants that if any product of its manufacture upon examination is found by a SELLER’S representative to be defective in either workmanship or material under normal use and service SELLER, at its option, will repair or replace same free of charge including lowest transportation charges but not cost of installation or removal, or have the purchase price refunded, provided that SELLER receives a written claim specifying the defect within ninety (90) days from date of distributor sale or one (1) year from date of factory shipment, whichever occurs first. SELLER further warrants that if a service performed by it for BUYER in installation or repair of equipment or parts examination of SELLER’S manufacture is found by a SELLER’S representative to be defective in workmanship under normal use and service, SELLER, at its option, will repair or replace same free of charge including lowest transportation charges or will refund the purchase price thereof, provided that SELLER receives written claim specifying the defect within ninety (90) days from date of service. The performance of a service by SELLER with respect to machinery, apparatus, accessories, materials, or supplies provided by BUYER or not manufactured by SELLER are specifically excluded from SELLER’s warranty. All warranties with respect to machinery, apparatus, accessories, materials or supplies not manufactured by SELLER shall be limited to their respective warranties of the manufacturers thereof, if any, which SELLER may be permitted to pass on to BUYER. The effects of corrosion, erosion, misuse, improper installation (if not by SELLER), neglect and normal wear and tear are specifically excluded from SELLER’S warranty. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE ARE HEREBY DISCLAIMED. SUBJECT TO CLAUSE 14(c) BELOW, THE FOREGOING EXPRESSES ALL OF SELLER’S OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE PRODUCTS AND SERVICES FURNISHED BY IT HEREUNDER. The liability of SELLER, on any claim of any kind, whether based on warranty, contract, negligence or otherwise, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any equipment covered by or furnished under this contract shall, subject to clause 14(c) below, in no case exceed the purchase price, and upon expiration of the warranty period all such liability shall terminate. The foregoing shall, subject to clause 14(c) below, constitute the sole liability of SELLER.

ORDER ACCEPTED BY SELLER

  1. All orders received from BUYER are subject to acceptance by SELLER.
  2. All sales are limited to and expressly made conditional on BUYER’S assent to these typed and printed terms and conditions of sale. In the event BUYER accepts any articles or services, such performance by BUYER shall be deemed to be upon all the terms and conditions herein contained. Any articles or services SELLER sells or provides will be deemed accepted by BUYER upon delivery, in the case of articles, or performance, in the case of services. These typed and printed terms and conditions shall apply to the exclusion of all and any terms or conditions which are implied by trade, custom, practice or course of dealing.
  3. Terms and conditions on the BUYER’S order form, at variance with terms and conditions stated herein, are binding upon SELLER only if specifically accepted by a duly authorized representative of SELLER in writing.
  4. Orders accepted by SELLER cannot be cancelled by BUYER except with SELLER’S written consent and upon terms that will indemnify SELLER against loss, including, without limitation, compensation for all costs of performance incurred by SELLER through cancellation.
  5. BUYER may, prior to shipment, make changes in the specifications of the product or the quantity ordered; provided however, any such change shall be subject to written acceptance by the SELLER. BUYER agrees to pay any and all additional direct or indirect costs occasioned by such change order, and the SELLER reserves the right to modify or revoke the limited warranty set forth in clause 1 above if it deems that said change will affect the performance of the product. SELLER shall advise the BUYER of the new delivery date necessitated by any such change.

CANCELLATION OF PURCHASE ORDER

Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancellations will be subject to payment to Seller of reasonable and proper cancellation charges. Buyer may return Products only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than 60 days after delivery.

PRICE AND PAYMENT

  1. Unless otherwise stated, legal delivery and prices are EXW (Incoterms 2010) SELLER’s plant and prices do not include transportation charges. Transportation charges, if included, are estimates only and are subject to change.
  2. Taxes Not Included in Price: Except where otherwise prohibited by law, all sales, excise, use or similar taxes or charges by any national, federal, state or local government or relevant authority, which SELLER may be required to pay or collect, shall be in addition to price stated and shall be paid by BUYER, unless a valid exemption certificate is furnished therefore.
  3. Payment: All accounts are payable within thirty (30) days. SELLER may demand payment or Irrevocable Letter of Credit (L.O.C.) in advance of shipment if, in SELLER’S opinion, the credit or financial condition of BUYER is, or is about to become, impaired or SELLER has insufficient credit history with BUYER. A monthly finance charge of 1.5% (18% annually) may be imposed on any portion of BUYER’S account not paid within the terms stated on the SELLER’S invoice from the due date for payment until actual date of payment.
  4. Payments Where Shipments are Delayed: In the event of BUYER caused shipment delays including, without limitation, where BUYER requests delay in shipment or BUYER does not perform inspection BUYER requires before shipment, SELLER shall have the option of billing for goods when ready for shipment. If material is not ordered out within sixty (60) days after goods are ready, SELLER will have the option of billing storage charges.

DELIVERY

  1. Shipping Dates: Shipping dates are approximate only and are subject to change.
  2. Unforeseen Delays: SELLER shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond SELLER’S reasonable control, including, without limitation, fire, acts of God, strikes, labor difficulties, acts of governmental or military authority, and/or delays in transportation or in procuring materials. In the event that SELLER is unable, due to any such occurrence or otherwise, to fulfill its total commitments to all customers, BUYER agrees to accept as full and complete performance by SELLER, deliveries in accordance with such plan or proration as SELLER may adopt.
  3. Packaging: SELLER will provide commercial packaging, adequate under normal conditions, to protect the goods in shipment and identify the contents. Should BUYER request any special packaging, it will be done at BUYER’S expense.
  4. Routing: All goods will be shipped via the most cost effective means of transportation under the circumstances, unless BUYER indicates otherwise. In the event BUYER requests expedited shipping and handling, SELLER shall comply provided BUYER pays all reasonable expediting and increased shipping fees and expenses. If BUYER provides no routing instructions, SELLER shall be the sole judge of the best method of routing shipment.
  5. Claims: Claims for loss or damage in transit must be entered and prosecuted by the BUYER. SELLER will provide reasonable assistance, at BUYER’S expense, upon request.

REJECTIONS AND RETURNS

  1. Notification to SELLER: BUYER will be deemed to have inspected and accepted any shipment under this contract or performance of services if, within thirty (30) days after BUYER’S receipt of goods or services, BUYER has not notified SELLER in writing that such goods or services are rejected, including a detailed description of the grounds therefore.
  2. Return of Goods: No goods may be returned by BUYER for any reason without SELLER’S prior written approval. A Return Authorization Number must accompany all returns.