Vita Needle's Terms & Conditions of Sale
Placement of a purchase order with Vita Needle (“VNC”) constitutes agreement with the terms and conditions stated herein and the following terms shall supersede all prior agreements, including those attached to submitted orders, in the event of inconsistent or conflicting terms/conditions contained in prior agreements.
Liability & Warranty
VNC’s liability for damages in all instances is limited to replacement or credit of the purchased value of non-conforming merchandise, except VNC assumes no liability whatsoever for property or personal injuries resulting directly or indirectly from the use of the product, nor does VNC assume any liability for any direct or indirect damages for failure to deliver conforming parts or meeting expected shipment dates. In the event that VNC performs work on materials supplied by the customer, VNC’s liability is limited only to the value of the work described in the price quotation provided by VNC to the buyer for that product order. All indemnification clauses are subject to the preceding limits in this paragraph and buyer further agrees to indemnify and hold harmless VNC from any and all claims arising from purchase, use or sale of products supplied by VNC beyond aforementioned limits. Product is not warranted for any particular use or application. In the event product does not conform to the requirements of the price quotation provided by VNC to the buyer for that product, VNC may elect to replace the product or provide credit for the purchase value of the product at VNC’s sole option. All claims with respect to non conforming product must be made within 30 days of the ship date of the product in question and VNC shall evaluate any claims and provide an RMA number, if product is deemed non-conforming, along with specific instructions to the buyer prior to return of any product.
Quantity
Unless expressly agreed by VNC in writing, VNC reserves the right to ship ±10% of the order quantity.
Terms
Payment terms are Net 30 days FOB from VNC shipping point unless otherwise agreed. All risk of loss shall pass to buyer at the time of shipment regardless of the selected transportation method. VNC reserves the right to charge up to 1 ½% interest per month and all costs/fees incurred to collect overdue monies, including attorney and/or recovery firm fees. No purchase discounts on invoice totals are permitted unless expressly acknowledged in a sales order confirmation by VNC.
Products
If VNC is providing material for the product, all price quotations are furnished as “material subject to prior sale”.
Waiver
VNC has not waived any rights under this agreement unless such waiver is provided in writing and signed by an owner of VNC. Signed waivers shall not constitute continuing consent for subsequent orders unless specifically indicated.
Force Majeure
VNC will not be liable for loss or damage due to delay in delivery resulting from any cause beyond reasonable control or due to compliance with, including but not limited to, any regulations, order, acts, instructions, or priority requests of any federal, state or local governments, or any department or agency thereof, civil or military, acts of God, fires, floods, weather, failure of electrical power or other utilities, strikes, lockouts, factory shutdowns, or alterations, embargoes, wars, riots, delays, or shortages in transportation or inability to obtain labor or manufacturing facilities from its usual sources, and acts of omission of the buyer. Any delay resulting from such causes shall extend delivery dates accordingly. The buyer’s acceptance of delivery of the merchandise is considered to be a waiver of claims for delay.
Alternates
If VNC determines it is unable to meet all specifications for a product after evaluating a buyer’s request, it may offer a price quotation for an alternate or “ALT” product. The buyer expressly acknowledges that it is the buyer’s responsibility to evaluate (and communicate with other resources at the buyer’s company(ies), if applicable) to determine if the alternate meets the customer’s application requirements. Placement of an order based on a price quotation for an alternate constitutes acknowledgement that the customer has deemed the alternate acceptable.
Audits
VNC permits facility audits by customers or their assigns which are arranged at mutually agreeable times, however approval of such audits requires authorization by an owner of VNC. Audits may be limited in scope for competitive or business reasons and/or for the protection of Vita Needle intellectual property.
Cancellations
In the event of cancellation of an order by a buyer, the buyer is responsible for costs incurred by VNC to the point of cancellation. In some cases, the entire amount of the order may be due even if the order is cancelled prior to shipment date.
Law and Procedure
Unless otherwise agreed, this agreement and order is construed under and enforced according to the laws of Massachusetts. Any actions arising out of the terms and conditions shall be litigated in the courts of the state of Massachusetts in the jurisdiction and venue of courts in Norfolk County, Massachusetts. Both the buyer and VNC waive all rights to a jury trial in any action related to this order, this agreement or any counterclaims.
Prices
Prices quoted by VNC do not include sales tax, duties, levies or other taxes. If buyer fails to provide any tax exempt forms at time of order placement, VNC may charge required sales taxes and buyer will assume responsibility for filing for a tax rebate with the state for which sales tax was collected. VNC reserves the right to correct any clerical or typographical errors in pricing. Submitted orders with incorrect pricing will be put on hold until corrections submitted in writing are made. Unless otherwise stated in writing, all price quotations are valid for 30 days.