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1. PAYMENT. Payment may be made via Credit Card (American Express, MasterCard, VISA), COD (certified or bank check, or company check (with prior approval), Prepay (certified check, or company check), Credit Account with prior credit approval, and wire transfers. For wire transfers there is a $30.00 fee per transaction. Terms of Credit Account are net thirty (30) days from the invoice date, unless otherwise set forth. Interest, will be assessed by Vetra Systems on any unpaid and delinquent amounts as set forth in Section 3 hereof or elsewhere in these Terms and Conditions.
2. TAXES AND CHARGES. Except as otherwise set forth, prices are FOB Vetra System's facility. Vetra System's prices are exclusive of (i) all local, city, state and federal sales, use, excise and similar taxes, (ii) freight or handling charges and (iii) any other charges or payments. Accordingly, all such taxes, charges, and payments shall be the sole responsibility of Customer. If Vetra Systems pays any such taxes, charges or payments, Customer will promptly, and in no event later than thirty (30) days after receiving notice thereof, reimburse Vetra Systems for the same.
3. OVERDUE AMOUNTS. All sums due from Customer to Vetra Systems shall accrue interest from the date due and until such sums are paid in full at the rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate allowed by applicable law. Customer shall be responsible and liable to Vetra Systems for all reasonable costs and expenses incurred in connection with the collection of any sums owed by Customer to Vetra Systems including, without limitation, court costs and attorney's fees (whether or not suit is brought and at trial, appellate and post-judgment levels). Notwithstanding any prior commitments or agreements, whether written or oral, Vetra Systems shall have no obligation to make any shipments and/or deliveries to Customer while Customer is in default of any obligations to Vetra Systems.
4. WARRANTIES. With respect solely to products which are manufactured, fabricated or assembled by Vetra Systems, or products to which Vetra Systems has added significant value, or resells with no value added, Vetra Systems warrants to the Customer and to no others, that the products shall be free from defects in Vetra System's workmanship for a period of 3 years for enclosed or housed units, 1 year for OEM Printed Circuit Boards, and (90) days for Programmed IC's, after the date of delivery of the products to such Customer. Customer's exclusive remedy under foregoing warranty shall, (a) refund of Customer's purchase price for such products (without interest), (b) repair by Vetra System or its designee(s) of any products found to be defective in violation of the foregoing warranty or (c) replacement of any such product. With respect to products which are not manufactured, fabricated or assembled by Vetra Systems, and products to which Vetra Systems has not added significant value, the warranty, if any, delivered to Vetra Systems by the manufacturer or other supplier thereof, to the extent assignable, shall be assigned by Vetra Systems to the Customer, and shall be Customers sole warranty with respect thereof as if Customer received the products on the date such product was received by Vetra Systems. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY VETRA SYSTEMS OR ANY PERSON WHO IS AN AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OR AFFILIATE OF VETRA SYSTEMS, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO ANY OTHER MATTER RELATING TO ANY PRODUCTS. Vetra Systems assumes no responsibility or liability whatsoever for manufacturer's or supplier's product specifications or the performance or adequacy of any design, specification or program provided to Vetra Systems by or on behalf of the Customer or by or on behalf of the manufacturer or supplier. Use of the Customer's part number on the face of any document, or on any of the products, is for convenience only and does not constitute any representation by Vetra Systems with respect to the performance specifications or fitness of the products for any particular purpose. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH HEREIN, NEITHER VETRA SYSTEMS NOR ANY OTHER PERSON HAS MADE, AND CUSTOMER HAS NOT RELIED UPON, AN EXPRESS OR OTHER WARRNATY OR REPRESENTATION (INCLUDING WITOUT LIMIITATION, ADVERTISING MATERIALS, BROCHURES OR OTHER DESCRIPTIVE LITERATURE) CONCERNING ANY PRODUCTS.
5. SHIPMENT. All products are shipped at Customer's risk, and Vetra System's responsibility for damage to products ceases when the products are delivered at Vetra System's facility to the carrier, to Customer or Customer's agent, whichever occurs earliest ("Delivery"). Customer is responsible for storage charges in the event that the products are held by Vetra Systems at the request of Customer pending shipping instructions. In absence of instructions as to shipping, Vetra Systems may select a carrier. In all circumstances, such carrier shall be the agent for Customer only and Vetra Systems shall not have liability or obligations with regard to such shipment(s).
6. INSTALLATION. Customer shall be solely responsible for installation and operation of the products covered hereby including, without limitation, the obtaining of all permits, licenses or certificates required for installation or the use of such products.
7. TITLE TO PRODUCTS AND SECURITY INTEREST. Title to the products sold will be deemed to pass to Customer upon Delivery. However, Customer hereby grants to Vetra Systems and agrees that Vetra Systems shall retain, a purchase money Security Interest in all products sold by Vetra Systems to Customer, and to all products now or hereafter acquired by Customer and to proceeds thereof until the purchase price and any other charges due to Vetra Systems have been paid in full. Customer agrees to execute any financing statements or other documents as Vetra Systems may request in order to protect and/or perfect Vetra System's security interest. Additionally, Vetra Systems is hereby granted the right to execute and file any financing statements or other documents as Vetra Systems, in the sole discretion, deems appropriate in order to protect and/or perfect Vetra System's security interest. Customer also grants Vetra systems the right to execute and/or file any financing statements on its own without the Customer's signature or separate written consent. Upon any default by Customer, Vetra Systems shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
8. CUSTOMER CREDIT. Vetra Systems reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment by reason of Customer's creditworthiness or lack thereof.
9. SUPPLIER PRICE INCREASES. Prices are subject to change upon thirty (30) day's notice in response to price increases by suppliers of Vetra Systems. In such event, Customer may, without penalty, cancel such order in writing within such thirty (30) day period.
10. RESCHEDULING OR RECONFIGURING. Should Customer reschedule or reconfigure its order, such rescheduling or reconfiguring shall be subject to a charge of fifteen (15%) of the charge for the initial order. The parties acknowledge that it would be difficult to ascertain the damages incurred by Vetra Systems as a result of such rescheduling and/or reconfiguring and therefore agree that the aforesaid charges shall be deemed to be liquated damages and compensation for the costs incurred by Vetra Systems in connection with the procuring, filling, rescheduling and/or reconfiguring and in no way shall said charge be deemed a penalty.
11. CANCELLATIONS AND RETURNS. Vetra Systems has a ten (10) day return policy for it's standard products. Customer will receive a full refund minus any shipping, handling, duty and custom charges when products are returned non-defective, unopened and in new resalable condition. If an order consists of more than one unit of the same model, the remaining units must be returned in their original unopened packages, or they will not be accepted for return. Customer must contact Vetra Systems for an RMA Number within the ten (10) days. If standard product(s) are to be returned after ten days and before 60 days, a 40% restocking charge is accessed. After 60 days no returns are accepted at all. The Customer may cancel an order at any time as long as the order has not been shipped. If order is cancelled after shipment then customer is liable for all shipping, handling, duty and custom charges, and is responsible for returning the order within ten (10) days. Vetra Systems does not have a return policy for custom products. Cancelled orders for custom products will be accessed reasonable and customary cancellation charges of 35% if no labor has been allocated to the cancelled order. All cancellations (for standard or custom products) must be in writing. The parties acknowledge that it would be difficult to ascertain the damages incurred by Vetra Systems as a result of such a cancellation and/or return and therefore agree that the aforesaid restocking charges shall be deemed to be liquated damages and compensation for the costs incurred by Vetra Systems in connection with the procuring, filling, rescheduling and/or reconfiguring and in no way shall said charge be deemed a penalty.
12. CLAIMS. All products shall be deemed accepted by Customer unless, within (10) days from Delivery, Customer shall notify Vetra Systems in writing that such products are damaged or defective. Any claims for shortages must be made to Vetra Systems in writing within ten (10) days from Delivery. All claims and returns must be submitted to the facility indicated by Vetra Systems. All returns must be authorized by Vetra Systems and no returns may be made without Vetra System's standard "Return Authorization Number".
13. INTENDED USES. The products to be supplied hereunder shall not be used in nuclear facilities or systems, life support systems, human implantation or any other applications in which failure or malfunction of the products could create a situation in which personal injury or death is likely to occur. Any use of the products in violation of this section is at Customer's sole risk, and Customer agrees to indemnify and defend Vetra Systems against, and agrees to hold Vetra Systems harmless from, any and all damages, liabilities, losses, costs and expenses, including attorneys' fees (whether or not suit is brought and at every tribunal level including appeals and any enforcement proceedings), relating to any claim, lawsuit or other proceeding or threatened lawsuit or proceeding relating to or arising out of such use or sale.
14. INTELLECTUAL PROPERTY/PROPRIETARY RIGHT. Vetra Systems shall have no liability or obligation to Customer or any other party in connection with any claims of infringement of any patent, trademark, copyright, trade secret or other proprietary right or information. Customer agrees to indemnify and defend Vetra Systems against, and hold Vetra Systems harmless from, any and all damages, liabilities, losses, costs and expenses, including attorneys' fees (whether or not suit is brought and at every tribunal level including appeals and any enforcement proceedings), relating to any claim, lawsuit or other proceeding or threatened lawsuit or proceeding in which there is any claim that Customer's use, modification or integration of any products violates the intellectual property rights (including, without limitation, any patent rights) of any entity or person.
15. LIMITATION OF LIABILITY. Vetra Systems shall have no liability or obligation to Customer or any other person or entity for any claim, loss, damage or expense of any kind caused in whole or in part, directly or indirectly, by: the inadequacy of any products for their purposes, or; any deficiency or defect in any products whether or not covered by any warranty, or; the use or performance, or failure to perform, of any products, or; any interruption or loss of service, or; any delay in shipment(s). In no event shall Vetra Systems have any liability for any special, direct (except as expressly set forth to the contrary in these Terms and Conditions), indirect, incidental or consequential damages, however caused and including, without limitation, personal injury or loss of business or profit, whether or not Customer shall have informed Vetra Systems of the possibility or likelihood of such or other damages.
16. INDEMNIFICATION. Customer agrees to indemnify and defend Vetra Systems against, and hold Vetra Systems harmless from, any and all damages, liabilities, losses, costs and expenses, including attorneys' fees (whether or not suit is brought and at every tribunal level including appeals and any enforcement proceedings), relating to any claims, lawsuit or other proceeding or threatened lawsuit or proceeding arising out of any claim by any party (including, without limitation, claims by Customer's customers, clients, insurers, employees, contractors, subcontractors or agents or their respective employees and worker's compensation insures, or any end-users) for personal injuries or death or damage to property (tangible or intangible, including patents or other intellectual property rights) arising out of the existence or use of the products or any defect in the products, whether or not such liability, loss, cost, damage or claim is occasioned in whole or in part by any actual or alleged act or omission or negligence of Vetra Systems, its representatives, employees, agents, subcontractors, vendors or suppliers or by any defect in the products whether or not it is contended that Vetra Systems contributed thereto in whole or in part or was responsible therefore by reason of a non-delegable duty.
17. GOVERNMENT CONTRACTS. In the event that Customer's order was placed under a contract with any governmental body, agency or instrumentality (the "Government"), Vetra Systems shall not be bound by, nor be obligated to comply with, any contact provisions, statues or regulation (including without limitation, Defense Acquisition Regulations) applicable to such contract and the goods and services to be provided there under unless, pursuant to law or regulation, Vetra Systems must be bound and Customer has, at the time of order placement, placed Vetra Systems on notice in writing other than by terms printed on order forms or other pre-printed forms. Any audit or inspection shall be conducted with the understanding that except as otherwise required by statute or regulations, all rights to technical data owned by Vetra Systems is hereby reserved. No provisions of Customer's contract with the government will be binding on Vetra Systems except as expressly set forth in this section.
18. EXPORTED PRODUCTS. Any or all of Vetra System's products may be subject to export or resale restrictions or regulations, and Customer acknowledges that Customer is familiar with, and will comply with, such regulations and/or restrictions. If applicable, Customer is solely responsible for complying with any and all such regulations and for restrictions and shall indemnify Vetra Systems against, and hold Vetra Systems harmless from, any and all damages, liabilities, costs and expenses, including attorneys fees at every tribunal level (including appeals), relating to any lawsuit or other proceeding or threatened lawsuit or proceeding arising out of a breach or purported breach of such regulations and/or restrictions.
19. COMPLETE AGREEMENT. THIS DOCUMENT REFLECTS THE ENTIRETY OF THE AGREEMENT BETWEEN VETRA SYSTEMS AND THE CUSTOMER WITH RESPECT TO THE PURCHASE AND SALE OF PRODUCTS, AND SUPERCEDES ANY PRIOR AGREEMENTS BETWEEN THE PARTIES. No representations, warranties, understandings or agreements have been made or relied upon other than as set forth herein.
20. APPLICABLE TERMS AND CONTITIONS. All sales are made only upon the terms and conditions set forth herein. This document, and not any purchase order or other document of Customer, shall be deemed an offer to counter-offer and is a rejection of any inconsistent prior terms and conditions submitted by Customer. Customer, by accepting the products, shall be deemed to have assented to the terms and conditions set forth on this document, notwithstanding any terms contained in any prior or later communication from Customer or modifications by Customer of this document and whether or not Vetra Systems shall specifically or expressly object to any such terms. Vetra Systems failure to object to any provision of any subsequent document, communication or act of Customer shall not be deemed a waiver of any of the terms listed hereof. Any changes in the terms and conditions, set forth herein must be specifically agreed to in writing by a duly authorized officer of Vetra Systems before becoming binding on Vetra Systems.
21. DEFINITION. "Vetra Systems" as the term is used herein, shall mean the seller. All disclaimers and limitations of liability of Vetra Systems and all benefits running in favor of Vetra Systems, as set forth herein, shall be deemed to apply to and run to the benefit of Vetra Systems. As used herein, the term "product" or "products" shall mean any products, goods or services sold from time to time by Vetra Systems to Customer. As used herein, the term "Customer" shall mean the person, company or other entity that purchases or uses any products, goods or services and any person, company or entities affiliated thereto or claiming by or through said person, company or other entity.
22. NO WAIVER. A waiver of any breach or violation of any term, provision or covenant herein contained shall not be deemed a continuing waiver or a waiver of any future or past breach or violation. No oral waiver shall be binding.
23. FORCE MAJEURE. Vetra Systems shall not be liable for any failure or delay in the performance of orders or contracts or in the delivery or shipment of products, or for any damages (whether special, ordinary, consequential, incidental or otherwise) suffered by Customer or Customer's customers by reason of failure or delay that is directly or indirectly caused by, or in any manner arises from fires, floods, accidents, civil unrest, acts of God, war, government interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, delays in delivery by Vetra Systems suppliers or any other cause or causes (whether or not similar in nature to any of those here and before specified and whether or not in or under the control of Vetra Systems). Vetra Systems reserves the right to cancel, without liability, any order the shipment of which is or may be delayed more than ninety (90) days by reason of any cause or causes beyond its control. Vetra Systems reserves the right, in its sole discretion, to allocate among customers or potential customers, or defer or delay the shipment of any product, which is in short supply.
24. PARTIAL VALIDITY. If any term, provision, covenant or condition of this Agreement or the application thereof to any person or circumstance is deemed invalid or unenforceable, the remainder of this Agreement or the application of such term provision, covenant or condition to persons or circumstances other than to those as to which it is held invalid or unenforceable shall not be affected thereby and each other term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any term or provision herein is subject to more than one interpretation, one of which would render it valid and one of which would render it void or unenforceable, then said term or provision shall be given the interpretation that would render it valid and enforceable.
25. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties consent to jurisdiction for any action, suit or proceeding related to this Agreement in the courts of the United States of America sitting in the County of Suffolk in the Town of Hauppauge, New York.
26. HEADINGS. The section
headings contained in this Agreement are for ease of reference
only and shall not affect the construction or interpretation of
the provisions.
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275 Marcus Blvd. Ste-J Hauppauge, NY 11788-2022 USA Tel: 631-434-3185 Fax: 631-434-3516 e-mail: sales@vetra.com |