Terms & Conditions – Customer 2018-11-13T21:40:40+00:00

VANTRON MANUFACTURING, INC. TERMS AND CONDITIONS – CUSTOMER

 

  1. Pricing: Prices of the goods specified on the quote to Customer do not include any city, state, or federal excise taxes.  When applicable, taxes will be added to the invoice as a separate charge to be paid by Customer.  If an exemption from a tax is claimed, supporting documents must be furnished by Customer prior to delivery.  Any and all sales quotations provided by Vantron Manufacturing, Inc. to Customer shall automatically expire thirty (30) calendar days from the date issued and are subject to termination by Vantron Manufacturing, Inc. by notice to Customer at any time.

 

  1. Terms of Payment: Payment terms are net 30.  In special cases, different terms may be negotiated prior to placing a purchase order with Vantron Manufacturing.  All payments shown on Vantron Manufacturing, Inc.’s invoice shall be due within the terms set by both Vantron Manufacturing, Inc. and Customer.  Payment terms are to be stated on Customer’s Purchase Order. Late payment is subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance.

 

  1. Cancellations: Customer may not cancel or change an Order without the written consent of Vantron Manufacturing, Inc.  If Customer desires to cancel or change an Order, Customer must deliver a written request for cancellation of the Order to Vantron Manufacturing, Inc.  If Vantron Manufacturing, Inc. consents to Customer’s written request for cancellation of the Order, Customer shall pay to Vantron Manufacturing, Inc. for all product that is complete, all product that is in the production queue, all raw material that was purchased for the job but will not be used, all hardware that was purchased for the job but will not be used. Vantron Manufacturing, Inc. will ship to Customer all raw material, hardware, finished parts and parts in various stages of completion.

 

  1. Delivery and Risk of Loss: All shipments under the Order are F.O.B. Vantron Manufacturing, Inc.’s warehouse and all risk of loss shall pass to Customer at that time regardless of the method of shipment that may be elected by Customer.  Shipping will be added as a separate charge on the invoice.

 

  1. Delays: Vantron Manufacturing, Inc. will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Customer due to such a delay if the delay is directly or indirectly caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other causes beyond Vantron Manufacturing, Inc.’s control.

 

  1. Nonconforming Goods: Customer shall inspect all goods upon tender and delivery by Vantron Manufacturing, Inc, and should any of the goods be nonconforming goods, Customer must notify Vantron Manufacturing in writing within 45 days of Vantron Manufacturing, Inc.’s tender and delivery of the goods describing the nature of the nonconformity.  Vantron Manufacturing, Inc. shall have the right and option to repair or replace any nonconforming goods.  The failure of Customer to notify Vantron Manufacturing, Inc. in writing that the goods are nonconforming within 45 days of Vantron Manufacturing, Inc.’s tender and delivery of the goods, shall constitute acceptance of the goods and Customer shall be liable to Vantron Manufacturing, Inc. for the total Order price.

 

  1. LIMITATIONS ON DAMAGES: Vantron Manufacturing, Inc. shall not be liable to Customer for any lost profits or other economic loss of Customer, or any direct, indirect, special, consequential, incidental or other similar damages arising out of any breach of this agreement by Vantron Manufacturing, Inc.  Any obligations of Vantron Manufacturing, Inc. pursuant to this agreement or the failure of the goods to perform in any particular manner.

 

  1. Warranties: Vantron Manufacturing, Inc. warranties that the Customer product has been built to Customer’s design.
    1. All products are manufactured to Customer’s particular specifications and requirements. The customer therefore shall indemnify and hold Vantron Manufacturing harmless from any and all claims arising from the purchase, use, or sale of their products and from any related costs, attorney’s fees, expenses or liabilities.

 

  1. Law and Procedure: The Order, this Agreement and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of Idaho.

 

  1. Remedies: In the event that Customer is in default or otherwise breaches the Order or this Agreement, Vantron Manufacturing, Inc. shall be entitled to pursue any and all remedies, legal or equable including an action to recover the total Order price, as well as its costs of enforcing the Order, including, without limitation, its attorney’s fees.  In the event that Vantron Manufacturing, Inc. is in default or otherwise breaches the Order, the liability of Vantron Manufacturing, Inc. to Customer for such breach or default shall be limited to the replacement value of the goods under the Order which is the sole and exclusive remedy of Customer for any such breach of default.

 

  1. Entire Agreement: This Agreement is intended by the parties as a final expression of the terms and conditions of the Order.  No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein.  This Agreement can only be modified in a writing signed by both parties.  No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this Agreement.

 

  1. Waiver: Vantron Manufacturing, Inc. shall not be deemed to have waived any rights under this Agreement or the Order unless such waiver is given in writing and signed by Vantron Manufacturing, Inc.  No delay or omission on the part of Vantron Manufacturing in exercising any right shall operate as a waiver of such right or any other right.  A waiver by Vantron Manufacturing of a provision of the Agreement or the Order shall not prejudice or constitute a waiver of Vantron Manufacturing’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Order.  Neither prior waiver by Vantron Manufacturing nor any course of dealing between Customer and Vantron Manufacturing shall constitute a waiver of any of Vantron Manufacturing’s rights or of any of Customer’s obligations as to any future transactions.  Whenever the consent of Vantron Manufacturing is required under this Agreement or the Order, the granting of such consent by Vantron Manufacturing in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases, such consent may be granted or withheld in the sole discretion of Customer.

 

  1. Notices: All notices required to be given under this Agreement shall be given in writing and shall be effective when a record has been actually delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown upon the Order, received by telecopy or received through the Internet.  Any party may change its address for notices under this Agreement by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party(s) address.

 

  1. Interest and Fees: In the event of any dispute arising out of the Order, this Agreement or the transaction described therein, in addition to an award of damages, Vantron Manufacturing, Inc. shall be entitled to recover: 1) pre-judgment interest on any amount awarded at a rate of 1 ½% per month, 2) all expenses of litigation, including without limitation all filing fees and court costs; and 3) all attorney’s fees incurred regardless of whether such fees or expenses are incurred before or after initiation of litigation.