General. These Terms and Conditions of Sale (“Terms”) govern all sales of products (“Products”) and services (“Services”) from Vtek Controls, LLC (“Company”) to the customer (“Customer”). These Terms override any conflicting or additional terms included in a Customer purchase order or similar document. Company quotes automatically expire thirty (30) days from the date of issuance unless stated otherwise by the Company in writing.
Prices; Payment Terms. Prices set out in the applicable quote exclude sales tax, and it is assumed the Customer will provide a valid tax exemption certificate. Prices are subject to adjustment prior to shipment due to material increases in raw materials, energy costs, or the imposition of new or increased tariffs, duties, or taxes.
Standard payment terms are Net thirty (30) days from the invoice date in United States currency. Customer must dispute any invoice in writing within fifteen (15) days of the invoice date, or the invoice is deemed accepted. Undisputed portions of invoices must always be paid on time. Delinquent payments accrue interest at a late charge equal to the lesser of 1.5% per month or the highest legal rate allowed by law, plus all collection costs and reasonable attorneys’ fees. The Company reserves the right to change payment terms upon fifteen (15) days’ written notice if the Customer’s creditworthiness declines in the Company’s reasonable discretion.
Delivery and Risk of Loss. Unless otherwise agreed in writing, standard delivery is F.O.B. shipping point for domestic shipments, and EXWORKS FACTORY (Incoterms 2010) for international shipments. Customer bears all shipping and packaging costs. Specified delivery dates are approximate and not guaranteed. Customer must note any physical shipping damage directly on the carrier’s bill of lading at the time of delivery; failure to do so releases the Company from liability for such damage. Company retains ownership and title to the Products until full payment is received. Risk of loss transfers to the Customer at the F.O.B. shipping point.
Inspection and Rejection. Customer has five (5) business days from delivery to inspect Products and provide written notice of rejection for any non-conformity. The notice must identify the order and describe the non-conforming aspects. For valid, timely rejected items, the Company will—at its sole discretion—either replace the Product or refund the purchase price. This constitutes the Customer’s exclusive remedy for non-conforming Products.
Cancellation. The Company may cancel an order immediately if the Customer becomes insolvent, suspends operations, or enters bankruptcy proceedings. If a Customer cancels an order or a portion of an order, they will be invoiced for all material, labor, and restocking costs incurred by the Company up to the cancellation date, payable within thirty (30) days of receipt.
Limited Warranty. For third-party products and parts not manufactured by the Company, the Company passes through any existing manufacturer warranties and licenses to the Customer, to the extent permitted.Equipment manufactured by the Company is warranted against defects in design, materials, and workmanship for twelve (12) months from delivery—unless otherwise specified by the Company in writing for an extended term. This warranty is void if products are subjected to improper maintenance, installation, negligence, normal wear and tear, or unauthorized alterations. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN ORDER EXCEED THE TOTAL AMOUNT PAID UNDER THAT APPLICABLE ORDER. THE COMPANY IS NOT LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR LOST PROFIT DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE.
Legal and Miscellaneous. These Terms shall be governed by and construed in accordance with the laws of the State of Ohio. Any legal action or proceeding arising out of these Terms must be filed exclusively in the state or federal courts of Ohio within one (1) year from when the cause of action first arose.Customer must keep all quote details and proprietary Company information strictly confidential. No transfer of intellectual property rights occurs through the sale of Products. Customer grants Company a purchase money security interest (PMSI) in all Products until fully paid, authorizing UCC filings to protect this interest. Customer agrees to comply with all U.S. Export Control Laws and indemnifies the Company against any violations. These Terms constitute the complete and entire agreement between the parties.
