Vg std terms cond

STANDARD TERMS AND CONDITIONS OF SALE (April 1, 2013)
All sales are made on our STANDARD TERMS AND CONDITIONS OF SALE in effect at the time a customer’s order is accepted. These Terms and Conditions will be the complete and exclusive statement of the terms of the agreement governing the sale of goods (“Goods”) by Van Gorp Corporation to Customer (“Buyer”). Buyer’s acceptance of the Goods will manifest Buyer’s assent to these Terms and Conditions. If these Terms and Conditions differ in any way from the terms and conditions of Buyer’s order, or other documentation, this document will be construed as a counteroffer and will not be deemed an acceptance of Buyer’s terms and conditions which conflict herewith. 1. PRICES: Unless otherwise specified in writing by Van Gorp Corporation, LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE TO
the price for the goods shall remain in effect for thirty (30) days after the date BUYER OF THE SPECIFIC GOODS PROVIDED BY VAN GORP
of quotation. Prices are exclusive of all city, state and federal taxes. When CORPORATION GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
ever applicable, such tax or taxes will be paid by the Buyer. BUYER AGREES THAT IN NO EVENT SHALL VAN GORP
2. TERMS OF PAYMENT: Subject to the approval of Van Gorp Corporation’s CORPORATION’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EX-
Credit Department, terms are net thirty (30) days from date of invoice in U.S. TEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
currency. If any payment is not paid when due, it shall bear interest, at a mini- DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL
mum of $1.00 or a monthly rate of 1.5% with a annual maximum rate of 18% INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED
which shall not exceed the maximum rate permitted by law, from the date on PROFITS, LOSS OF USE, LOSS OF REVENUE, COST OF CAPITAL AND
DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT.
Van Gorp Corporation shall have the right, among other remedies, either to It is expressly understood that any technical advice furnished by Van Gorp terminate the Agreement or to suspend further performance under this and/or Corporation with respect to the use of the Goods is given without charge, other agreements with Buyer in the event Buyer fails to make any payment and Van Gorp Corporation assumes no obligation or liability for the advice when due. Buyer shall be liable for all expenses, including attorneys’ fees, given, or results obtained, all such advice being given and accepted at relating to the collection of past due amounts. 3. MINIMUM BILLING: $50.00 net exclusive of transportation charge. 7. EXCUSE OF PERFORMANCE: Van Gorp Corporation shall not be liable 4. SHIPMENT AND DELIVERY: Shipments are made FCA shipping origin point for delays in performance or for non-performance due to acts of God, acts freight collect. Any claims for shortages or damages suffered in transit shall of Buyer, war, riot, fire, flood, other severe weather, sabotage, or be submitted by the Buyer directly to the carrier. While Van Gorp Corporation epidemics; strikes or labor disturbances; governmental requests, will use all reasonable commercial efforts to maintain the delivery date restrictions, laws, regulations, orders or actions; unavailability of or delays acknowledged or quoted, all shipping dates are approximate. Van Gorp in transportation; default of suppliers; or unforeseen circumstances or any Corporation reserves the right to make partial shipments and to segregate events or causes beyond Van Gorp Corporation’s reasonable control. “specials” and made-to-order Goods from normal stock Goods. 8. CANCELLATION: The Buyer may cancel orders only upon written notice 5. LIMITED WARRANTY: Subject to the limitations of Section 6, Van Gorp and upon payment to Van Gorp Corporation of cancellation charges which Corporation warrants that the Goods will be free from defects in material and include, among other things, all costs and expenses incurred and a workmanship under normal use, service and maintenance for a period of one year (unless otherwise specified in writing) from the date of shipment of the 9. CHANGES: Buyer may request changes or additions to the Goods consistent with Van Gorp Corporation’s specifications and criteria. In the
THIS IS THE SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO
event such changes or additions are accepted, Van Gorp Corporation may THE GOODS AND IS IN LIEU OF AND EXCLUDES ALL OTHER
10. RETURNED GOODS: No goods shall be returned without prior written WARRANTIES, EXPRESSED OR IMPLIED, ARISING BY OPERATION OF
LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,
consent and all return freight charges must be borne by the Buyer. 11. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
hereunder or any interest therein or any rights hereunder without the prior WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO
VAN GORP CORPORATION IN SPECIFICATIONS, DRAWINGS OR OTH-
written consent of Van Gorp Corporation, and any such assignment, ERWISE, AND WHETHER OR NOT THE PRODUCTS ARE
12. MISCELLANEOUS: These terms and conditions set forth the entire SPECIFICALLY DESIGNED AND/OR MANUFACTURED FOR BUYER’S
USE OR PURPOSE.
understanding and agreement between Van Gorp Corporation and Buyer, and supersede all other communications, negotiations and prior oral or
This warranty does not extend to any losses or damages due to misuse,
written statements regarding the subject matter of these terms and condi- accident, abuse, neglect, normal wear and tear, unauthorized modification or tions. No change, modification, rescission, discharge, abandonment, or alteration, use beyond rated capacity, or improper installation, maintenance waiver of these terms and conditions of Sale shall be binding upon Van or application. To the extent that Buyer or its agents has supplied Gorp Corporation unless made in writing and signed on its behalf by an specifications, information, representation of operating conditions or other officer of Van Gorp Corporation. Van Gorp Corporation is not responsible data to Van Gorp Corporation in the selection or design of the Goods and the for typographical or clerical errors made in any quotation, orders or publica- preparation of the quotation, and in the event that actual operating conditions or tions. All such errors are subject to correction. The validity, performance, or other conditions differ from those represented by Buyer, any warranties or and all other matters relating to the interpretation and effect of this contract other provisions contained herein which are affected by such conditions shall shall be governed by the law of the state of Iowa. be null and void. If within thirty (30) days after Buyer’s discovery of any warranty defects within the warranty period, Buyer notifies Van Gorp
Corporation thereof in writing, Van Gorp Corporation shall, at its option, repair or
replace FCA point of manufacture, or refund the purchase price for, that portion
of the goods found by Seller to be defective. Failure by Buyer to give
such written notice within the applicable time period shall be deemed an
absolute and unconditional waiver of Buyer’s claim for such defects. Goods
repaired or replaced during the warranty period shall be covered by the
foregoing warranty for the remainder of the original warranty period or ninety
(90) days, whichever is longer. Buyer assumes all other responsibility for any
loss, damage, or injury to persons or property arising out of, connected with,
or resulting from the use of Goods, either alone or in combination with other
products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY
HEREUNDER SHALL BE LIMITED TO REPAIR, REPLACEMENT OR
REFUND OF THE PURCHASE PRICE UNDER SECTION 5. VAN GORP
CORPORATION SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DE-
LAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM
OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT,
INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL VAN GORP CORPORATION’S

Source: http://www.vangorp.biz/assets/pdf/literature/terms.pdf