Vastex International, Inc.
TERMS AND CONDITIONS OF SALE AND LIMITED WARRANTY Doc.#01-00-015
1. Buyer’s order will constitute an offer in accordance with the terms hereof and such offer, upon acknowledgment of Seller, will constitute the
agreement between Buyer and Seller. Buyer’s order after such acknowledgment by Seller will not be subject to cancellation, change or reduction in
amount, or suspension by Buyer of deliveries, unless prior to such action Buyer has obtained Seller’s written consent. Notwithstanding anything to
the contrary in Buyer’s Purchase Order or other communications, the parties agree to be bound by these Terms and Conditions. Acceptance of the
product by the Buyer shall be deemed to constitute unconditional acceptance of these Terms and Conditions.
2. Any of these terms, conditions and provisions of Buyer’s order which are inconsistent with Seller’s acknowledgment and these Terms and
Conditions of Sale shall not be binding on the Seller and shall be considered not applicable to any sale so made. No waiver, alteration or
modification of any of the provisions on either side of the document shall be binding upon Seller unless agreed to in writing by Seller.
3. (a) All prices are F.O.B. Seller’s Plant and method of delivery and routing shall be at Seller’s discretion, unless specifically otherwise stated herein.
Notwithstanding any agreement to pay freight, delivery of products purchased hereunder to a common carrier or licensed trucker shall
constitute delivery to Buyer and be determinative of the date and time of shipment and all risk of loss or damage in transit shall be borne by
Buyer. If the Buyer fails to accept the goods from the common carrier or licensed trucker, the Seller shall be entitled to claim payment from the
Buyer. Seller shall arrange for storage, the risk and the cost, including insurance costs, to be borne by the Buyer (and Buyer agrees to pay such
amounts upon demand) except if the failure to accept delivery is due to any of the exceptions noted in Paragraph 4.
(b) Terms of payment shall be as stated on invoice.
4. It is understood that deliveries will be made in accordance with Seller’s regular production schedule. Every reasonable effort will be made to meet
the Buyer’s required delivery dates but Seller will not be liable for damages or be deemed to be in default by reason of any failure to deliver or
delay in delivery due to any preference, priority, allocation or allotment order issued by the Government, whether Federal, State or local, or causes
beyond its control including but not limited to, Acts of God or a public enemy, acts of Government, fires, floods, epidemics, quarantine restrictions,
strikes, lockouts, freight embargoes, severe weather, unavailability of materials or shipping space, delays of carriers or suppliers or delays of any
subcontractors. Should delay in delivery be caused by any of the circumstances mentioned in this paragraph, such extension of the delivery period
shall be granted as is reasonable under the circumstanced of the case. Should delay be caused by an event not specifically mentioned in this
paragraph, damages will be limited to cancellation of the purchase order without penalty, and refund of any monies deposited or prepaid on the
purchase order with no liability for any consequential or incidental damages.
5. Seller reserves the right to increase the prices prior to Seller’s acceptance of order and/or after expiration of any price quoted by Seller.
6. Unless otherwise stated in writing, Seller’s prices do not include sales, excise, value-added or other taxes. Consequently, in addition to the price
specified herein, the amount of any present or future sales, use, excise, value-added or other tax applicable to the manufacture, sale, purchase or use
of the products hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with a valid tax exemption certificate acceptable to
the taxing authorities.
7. Seller reserves the right, at any time, to revoke any credit extended to Buyer because of Buyer’s failure to pay for any products when due or for any
other reason deemed good and sufficient by Seller and in such event, all subsequent shipments shall be paid for prior to at delivery at Seller’s
option.
8. (a) SELLER’S LIABILITY SHALL BE LIMITED TO SELLER’S STATED SELLING PRICE PER UNIT OF ANY DEFECTIVE GOODS AND
SHALL IN NO EVENT INCLUDE BUYER’S MANUFACTURING COSTS, LOST PROFITS, GOODWILL, OR ANY OTHER SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE AGREEMENT, THIS CONTRACT, THE SALE
OF THE PRODUCTS TO THE BUYER OR THE USE OR THE PERFORMANCE OF THE PRODUCTS. Seller may at its discretion repair,
replace or give the Buyer credit (pro-rated) for such defective products.
(b) Notwithstanding anything herein to the contrary, Seller shall have no liability for alleged defects with the products which are not specified in
written notice from the Buyer to the Seller within thirty-six (36) months from the date of shipment of machines. Seller shall pass to Buyer any
warranty received by Seller from the manufacturer of Limited Life Components, which in most cases is 12 to 18 months.
(c) Seller shall have no liability under this Limited Warranty unless Buyer has paid in full for the products. Further, this Limited Warranty is
expressly contingent on Buyer’s delivery to Seller, all costs prepaid, the defective part(s) within thirty-six (36) months of shipment to Buyer,
together with a written statement specifying the alleged defect(s). Any replacement part(s) shall be shipped to Buyer on a C.O.D. basis.
(d) SELLER SPECIFICALLY EXCLUDES ALL WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, EXCEPT AS STATED
EXPLICITLY IN THESE TERMS AND CONDITIONS OF SALE. SELLER DISCLAIMS THE WARRANTY OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
9. The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this
contract shall constitute a waiver of continuing or future breach of such provision or of any other provisions hereof.
10. These Terms and Conditions constitute the entire agreement of the parties. No amendments, changes, revisions or discharges hereof in whole or in
part shall have any force or effect unless set forth in writing and signed by the parties hereto. This contract shall not be assignable by Buyer
voluntarily by operation of law or otherwise without Seller’s written consent.
11. This contract shall be governed and shall be construed according to the domestic laws of the Commonwealth of Pennsylvania.
12. Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of the contract between the parties, including but not
limited to any action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within one (1) year from the date
such cause of action accrued.
13. This agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and permitted assigns.
14.
All notices required by this contract to be given by either party shall be sent in writing or by facsimile and shall be addressed to the last
known address of such other party. Notices shall be deemed to have been received on the fifth business day following deposit in the mail.
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Summary of Contents for VDC-513610
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