- Governing Provisions and Cancellation.
All sales by The Vollrath Company, L.L.C. (“Seller”) are subject to these terms and conditions, and are expressly conditioned upon assent to these terms and conditions. No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in writing. Seller hereby objects to any such additional or different terms, and notifies buyer that Seller is unwilling to sell on any terms other than these terms and conditions. No order may be cancelled or altered by buyer except upon terms and conditions acceptable to Seller, as evidenced by Seller’s written consent. EACH CONTRACT OF SALES, INCLUDING THESE TERMS AND CONDITIONS, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SELLER AND BUYER, AND SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS, OF THE STATE OF WISCONSIN. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. There are no conditions affecting the parties’ agreement which are not expressed in these terms and conditions.
- Credit Approval; Payment Terms.
All payment terms set forth in this document are subject to Seller's approval of buyer's credit, in Seller's discretion; and if such approval is withheld payment shall be due in advance of production. Except as otherwise provided on the face of this document, payment is due upon buyer's receipt of Seller's invoice following shipment. Interest will be charged at the rate of 18% per year (but not more than the highest rate permitted by applicable law) on accounts more than 30 days past due. If production or shipment of completed goods is delayed by buyer, Seller may immediately invoice, and buyer shall pay, the percentage of the purchase price corresponding to the percentage of completion of the goods; in addition, buyer shall compensate Seller for storage of completed goods or work in process during any such delay, whether stored at Seller’s or an independent storage company's facilities.
- Taxes and Other Charges.
Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Seller and buyer shall be paid by buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such taxes or other charges, buyer shall reimburse Seller therefor on demand.
- Delivery, Claims and Force Majeure.
Unless otherwise provided on the face of this document, goods shall be delivered to buyer F.O.B. Seller's loading dock. Delivery of products to the carrier shall constitute delivery to buyer; and regardless of shipping terms or freight payment; buyer shall bear all risk of loss or damage in transit. Seller reserves the right to make delivery in installments, unless otherwise expressly stipulated herein; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve buyer of its obligations to accept remaining deliveries.
Claims for shortages or other errors in delivery must be made in writing to Seller within 10 days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by buyer. Claims for loss or damage to goods in transit should be made to the carrier and not to Seller. OUR RESPONSIBILITY FOR SHIPMENT CEASES WITH ACCEPTANCE BY CARRIERS.
All delivery dates are approximate. Seller shall not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond Seller's reasonable control, including, without limitation, any act of God, act of buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, act of terrorism, riot, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay the date of delivery shall be extended for a period equal to the time lost because of the delay. Buyer's exclusive remedy for other delays and for Seller's inability to deliver for any reason shall be rescission of its agreement to purchase.
Seller may at any time make such changes in design and construction of products, as Seller deems appropriate, without notice to buyer. Seller may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.
Seller warrants its products to be free from nonconformity to any attached specifications, and of defects in materials and workmanship, appearing within one year after the date of shipment or 2,500 hours of use, whichever expires first. If within such period any such product shall be proved to Seller's satisfaction to be defective, the affected part will be repaired or replaced free of charge, FOB Seller’s factory for customers outside of the U.S., CPT Seller’s loading dock (as the latter shipping term is defined in Incoterms 2010) or, at Seller’s option, Seller will refund the purchase price. Such repair, replacement or refund (whichever Seller determines, in its discretion, to provide) shall be Seller's sole obligation and buyer's exclusive remedy hereunder and shall be conditioned upon buyer’s return of such products to Seller, FOB Seller’s factory. Installation of replacement parts shall be at buyer’s risk and expense. Any parts repaired or replaced under this warranty are warranted only for the balance of the warranty period on the part repaired or replaced.
Seller warrants that any out of warranty repair services it provides hereunder will be performed in a manner consistent with customary practice in its industry. Should a failure to conform to this warranty appear within thirty 30 calendar days after completion of any repair services, Seller shall, if promptly notified thereof in writing, either perform the repair services again, properly and without charge, or refund the price charged for such repair services. Such reperformance or refund (whichever Seller determines, in its discretion, to provide) shall be the buyer’s exclusive remedy and the Seller’s sole liability with respect to any deficiency in repair services furnished hereunder. Seller gives no warranty on any repair services performed by unauthorized personnel or unauthorized service agencies.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Return Authorizations must be requested for all returns. Product returned without prior authorization from Seller’s Kiel office WILL BE REFUSED.
a. Requests for returns of merchandise (other than defective merchandise) must be made within 90 DAYS of the VOLLRATH INVOICE DATE. PURCHASE ORDER NUMBER or VOLLRATH INVOICE NUMBER MUST BE PROVIDED when requesting the authorization. NO RETURN AUTHORIZATION will be issued unless Purchase Order Number or Vollrath Invoice Number is provided.
b. Restocking charge may apply.
c. Return shipment must be shipped prepaid to Seller’s Kiel office.
d. Return Authorization Number must be marked on all returned cartons.
e. Returns accepted only on current merchandise found in original carton and in new and saleable condition. Merchandise returned that is in partial case lots, used, obsolete, or shelf-worn will be disposed of and credit WILL NOT be issued.
- Patents, Trademarks and Copyrights.
Seller will, at its own expense, defend any suits that may be instituted by anyone against buyer for alleged infringement of any United States patent, trademark or copyright relating to Seller's products, and pay any final damage award therein, provided buyer shall have made all payments then due hereunder, shall give Seller immediate notice in writing of any such suit, shall transmit to Seller immediately upon receipt all processes and papers served upon buyer and shall permit Seller, through its counsel, to defend the same either in the name of buyer or in the name of Seller, giving Seller all needed information, assistance and authority to enable Seller to do so. Further, if the result of any such suit is a determination or acknowledgement of infringement, Seller shall, at Seller's option (a) obtain for buyer the right to continue to use the goods purchased from Seller, (b) replace such goods with non-infringing goods, (c) modify such goods so that they are non-infringing, or (d) remove such goods and refund to buyer the unamortized portion of the purchase price, determined on the basis of a five-year useful life.
To the extent that any products that Seller furnishes to buyer are manufactured in accordance with drawings, designs or specifications proposed or furnished by buyer, Seller shall not be liable, and buyer shall indemnify Seller and hold Seller harmless from and against any and all loss, liability, damage, claim and expense (including but not limited to Seller's reasonable attorneys' fees and other costs of defense) incurred by Seller as a result of any claim of patent, trademark, copyright or trade secret infringement, or infringement or any other proprietary rights of third parties.
- Consequential Damages and Other Liability; Indemnity.
Seller's liability with respect to the products sold hereunder shall be limited to the warranty and indemnity provided in sections 6 and 8 of these Terms and Conditions of Sale, and, with respect to other breaches of any contract with buyer, shall be limited to the contract price. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, Seller specifically disclaims any liability for property damages, penalties, special or punitive damages, damages for lost profits or revenues, cost of capital, cost of substitute products, or for any other types of economic loss, or for claims of buyer's customers or any third party for any such damages. SELLER SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
Buyer shall indemnify Seller against any and all losses, liabilities, damages and expenses (including but not limited to attorneys' fees and other costs of defending any action) which Seller may incur as a result of any claim by buyer or others arising out of or in connection with the products sold hereunder, including the negligence of Seller in designing, manufacturing and/or selling such products, unless such losses, liabilities, damages and expenses are ultimately determined to be attributable solely to the willful misconduct of Seller.
- Technical Information; Copying of Goods.
Any sketches, models or samples submitted by Seller shall remain the property of Seller, and shall be treated as confidential information unless Seller has in writing indicated a contrary intent. No use or disclosure of such sketches, models and samples, or any design or production techniques revealed thereby, shall be made without the express written consent of Seller. Further, recognizing that Seller's manufacture and/or design of goods involved the expenditure of substantial resources of Seller, buyer agrees that it shall not make drawings of any such goods or parts thereof, or permit others to do so, and will not duplicate or participate in the duplication of such goods.
All prices are subject to change without notice; and orders placed for future delivery will be invoiced at the prices in effect at time of shipment.
Statement of Policy
Vollrath equipment is designed to meet existing specifications and is provided with standard guards and safety features in line with sound design practice. Due to local interpretation of the Occupational Safety and Health Act, and the standards issued thereunder, it is impossible for us to certify our equipment will comply with all applicable provisions. Local interpretations under the act and enforcement vary with different localities and inspectors.
If, after your inspection of a machine built by Vollrath prior to delivery, your Safety Department feels additional guards, or safety devices are needed, a quotation will be given at that time, covering the cost of any additional work desired by the individual Safety Department. It will be your responsibility to request an inspection of the machine prior to our shipping. Upon our receipt of your inspection request, we will make all necessary arrangements for same.