VELCON FILTERS, LLC

STANDARD TERMS AND CONDITIONS

ON MANUFACTURED PRODUCTS

Velcon Standard Terms and Conditions PDF

 

 

EXCLUSIVE LIMITED WARRANTY

THE PRODUCTS SOLD HEREUNDER SHALL BE OF A MERCHANTABLE QUALITY AND SHALL CONFORM TO SELLER’S CURRENT STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS SHALL HAVE BEEN MADE EXPRESSLY A PART OF THIS CONTRACT. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR USE, PURPOSE OR OTHERWISE, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS OR IN ANY PROCESS.

LIMITATION OF LIABLITIY

Defective or nonconforming products shall be repaired or replaced by Seller without additional charge, or in lieu thereof, at Seller’s option, Seller may refund the purchase price upon return of the products at Seller’s expense. NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER’S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise under this contract must be commenced within one year after the cause of action has accrued.

PRICE

Unless otherwise specified, price includes domestic packaging and transportation to the specified FOB point. Buyer will pay any additional transportation charges. Prices do not include any federal, state or local taxes, assessments, or import duties applicable to the sale, ownership, production, transportation or use of goods sold. Any such tax or duties shall be separately itemized on Seller’s invoice and paid by Buyer or, in lieu thereof, Buyer shall furnish Seller with a valid tax exemption certificate. In the event Seller is required to pay any such tax or assessments, Buyer shall reimburse Seller upon demand, plus interest on such amount at the rate of ten percent (10%) per annum from the date paid by Seller. Seller shall be under no obligation to contest the validity of any such tax or assessments or to prosecute any claims or refunds or returns. Any personal property taxes or similar taxes or assessments against the goods or on account of materials segregated for the Buyer and being held by the Seller at Buyer’s request shall be paid by Buyer.

SHIPMENTS AND PACKAGING

Unless otherwise agreed in writing, all shipments shall be FOB Seller’s plant or plants, and title passed to Buyer upon delivery to carrier at such point, and packaging will be accomplished in accordance with Seller’s standard commercial practice for domestic shipments. Seller may ship goods to the Buyer’s place of business by such means as Seller shall select if adequate shipping instructions are not received from Buyer within sixty (60) days before the shipment date. Buyer accepts all risk of loss or damage thereto, upon delivery of goods by Seller to a carrier, shipper, forwarding agent, transporter, or Government mail box or post office, whether selected by Buyer or Seller. In no event shall Seller be responsible for any goods after delivery to such shipping means.

PAYMENTS

On open accounts, terms of payment are net thirty (30) days from date of invoice, unless otherwise agreed to in writing. Buyer agrees to pay Seller’s finance charges (10% per annum) for late payments, and any expenses in collecting such unpaid balance and finance charges, or in recovering possession of the goods. On all other accounts, payments are FOB factory.

ACCEPTANCE

Buyer shall inspect all goods immediately upon their delivery to the destination stated in the Agreement and shall within ten (10) days provide written notice to Seller at its principal place of business of any claim that the goods do not conform to the terms of the Agreement. Any such notice shall specify with particularity each alleged defect or nonconformity. If Buyer shall fail to give such timely notice, the goods shall be conclusively deemed to conform to the terms and specifications of this Agreement and shall constitute an irrevocable acceptance of the goods. Any use by Buyer of the goods other than solely for test purposes, or any alteration of the goods by Buyer without Seller’s prior written consent, shall be conclusive and binding evidence that the goods conform to the terms and specifications of this Agreement. If Buyer accepts or is deemed to have accepted the goods as herein above provided, Buyer shall not be entitled to revoke acceptance thereof at a subsequent time. In the event Buyer timely rejects the goods in accordance with the terms of this Agreement, Buyer shall hold the goods without charge to Seller for a reasonable time until Seller gives instructions to Buyer with respect to the goods. Should Buyer sell or dispose of the goods without Seller’s written approval, such sale or disposition shall constitute an unequivocal acceptance of the goods, notwithstanding any prior rejections of the goods.

CANCELLATIONS

Once an order has entered the Velcon manufacturing process, or for stock items if already picked and packed, it cannot be cancelled without receiving written authorization by Velcon Management. Cancelled orders will be subject to a cancellation fee; the amount will be based on the value of the work completed but will not be less than 20% of the original order value. Please also note that some manufactured products will have a cancellation fee of up to 80% of the value of the original order.

EXCUSABLE DELAYS

Seller shall not be liable for damages for delays in performance due to circumstances beyond its reasonable control, including with limiting the generality of the foregoing, any priority system established by any agency of the United States Government, fires, floods, storms, and other Acts of God, accidents, strikes, insurrections, war, acts of terrorism, shortage of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of Seller to perform for these reasons aforesaid shall not be grounds for Buyer’s cancellation of its order but the delivery date shall be extended accordingly. Buyer’s acceptance of late delivery goods shall constitute complete and satisfactory performance by Seller.

PATENT INDEMNITY

If the goods furnished hereunder are specified in this Agreement as being standard commercial supplies of Seller, Seller agrees to indemnify Buyer, its successors, assigns, agents and use of its products against loss, damage, or liability, including cost and expenses, which may be incurred on account of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent rights in the manufacture, use or disposition of any goods supplied hereunder, provided Buyer shall promptly notify Seller of any suit instituted against it and, to the full extent of its ability to do so, shall permit Seller to defend the same or make settlement in respect thereto. In the event the goods furnished hereunder are produced under special specifications of Buyer, no liability under this paragraph shall arise against Seller. In like manner, Buyer agrees to save Seller harmless from patent infringements resulting from Seller’s compliance with designs and/or specifications not originating with Seller now or hereafter forming a part of this Agreement or with specific written instructions given by Buyer for the purpose of directing the manner in which Seller shall perform this Agreement.

USE OF PRODUCTS

Seller grants no license or right, expressly or by implication, estoppel, or otherwise, beyond the right of the Buyer to use the specified goods in the form delivered by Seller. Further, Seller’s products are offered for sale and are sold subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel, or otherwise under any patent claim with respect to which Seller could grant licenses covering any other product, or any completed equipment, or any assembly, piping spool, circuit, combination, method or process in which, or in the manufacturing or testing of which, any such Seller products are used (notwithstanding that such Seller products may have been designed only for use in, or may only be useful in, such other patented products or such patented equipment, assembly, piping spool, circuit, combinations, method or process, or in the manufacturing or testing thereof, and that Seller products may have been purchased and sold for such use). Seller expressly reserves all its rights under such patent claims.

PROPRIETARY RIGHTS

The prints, drawings or specifications of Seller attached hereto or hereafter furnished by Seller to Buyer in connection with the obtaining or the performance of this Agreement are the property of the Seller and represent a proprietary article with respect to which Seller retains all United States or foreign letters patent, trademarks or copyrights, including exclusive rights of use, manufacture and sale. Possession by Buyer of such prints, drawings or specifications does not convey any permission to manufacture, use or sell any goods shown thereon and such information is disclosed to Buyer on a confidential basis.

COMPLIANCE WITH LAWS AND REGULATIONS

Buyer agrees to indemnify and hold Seller harmless against all losses, claims, causes of action, penalties and liabilities arising out of Buyer’s failure to comply with all applicable federal, state and local laws, ordinances, regulations, rules and orders.

TERMINATION

If Buyer fails to comply with any of the provisions hereto, or becomes the subject of a proceeding under state or federal law for relief of debtors, or makes an assignment for the benefit of creditors, Seller shall have the right to hold Buyer in default and, in addition to any other rights it may have, may cancel this Agreement in whole or in part.

EFFECT OF INVALIDITY

The invalidity in whole or in part of any provision hereto shall not affect the validity of any other provisions.

CREDIT

Seller reserves the right at any time to alter or suspend credit, or to change credit terms provided herein, when in its sole opinion the financial condition of the Buyer so warrants. In such case, in addition to any other remedies herein or by law provided, cash payment or satisfactory security from Buyer may be required by Seller before shipment, or Seller may, at its option, defer further shipments to Buyer until Buyer reestablishes satisfactory credit, cancels the unshipped portion, with a twenty-five percent (25%) cancellation fee, of the order without any liability for failure to ship, or makes shipments to Buyer on a prepayment basis. Payments made by trade acceptances, notes, securities, postdated checks, etc. are unacceptable unless first approved in writing by Seller.

REMEDIES

The rights and remedies provided Seller herein shall be cumulative, and in addition to any other rights and remedies provided by law or equity. Seller’s failure to insist upon strict performance of any provision of the Agreement shall not be deemed to be a waiver of Seller’s right or remedies, nor a waiver by Seller of any subsequent default by the Buyer in performance of or a waiver by Seller of any subsequent default by the Buyer in performance of or compliance with any of the terms of this Agreement.

ASSIGNMENT

Buyer may not assign this Agreement, or any portion thereof without the express prior written consent of Seller. Subject always to the foregoing, this Agreement insures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties hereto, in no event shall assignment relieve Buyer of liability for performance of the obligations imposed by this Agreement.

ENTIRE AGREEMENT

This Agreement shall constitute the entire understanding of the parties with reference to the subject matter hereof, and it is agreed that there are no understandings, promises, representations or agreements, whether oral or written, heretofore entered into between Seller and Buyer which have any force or effect. This Agreement may be amended only by a writing signed by the parties. No agent, employee, or representative of Seller has any authority to bind Seller to any affirmation, promise or representation or warrant concerning the goods, and any such affirmation, promise, representation or warranty shall be of no force or effect unless set forth in this Agreement. The laws of the State of Colorado shall govern the formation, performance, and construction of the Agreement.