Valcrum, LLC Terms and Condition of Sale
- DEFINITIONS– “Buyer” and “Seller” are identified on Invoices and Quotations. “Goods” are all goods listed as items in Invoices and Quotations. “Order” means a Buyer’s commitment to purchase Goods from Seller. “Quotation” is terms used by Seller to Buyer to offer a sale of goods and is valid for 30 days form the date of issue.
- WARRANTY– All merchandise ordered shall be sold subject to VALCRUM’S standard warranty, viz: VALCRUM warrants that if any product of its manufacture upon examination by a VALCRUM representative is found to be defective in either workmanship or material under normal use within thirty (30) days after the date of shipment VALCRUM, at its option, (i) will repair or replace same free of charge including transportation charges, but not cost of installation or removal, or (ii) will refund the purchase price thereof. In no event shall VALCRUM be liable for any claim whether arising from breach of contract or warranty, or claims of negligence, tort or otherwise in excess of the purchase price. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. The foregoing expresses all VALCRUM’S obligations and liabilities with respect to the quality of items furnished by it, and it shall under no circumstances be liable for consequential, indirect, or special losses or damages.
- CONFIDENTIAL INFORMATION- All business or technical information disclosed by party will be kept in strict confidence by the receiving party and not used by the receiving party, other than for the purpose of manufacture, purchase or use of the Goods. This section serves indefinitely.
- LIMITATION OF LIABILITY- SELLER WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES WITH LOSS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS). SELLERS TOTAL LIABILITY IN CONTRACT TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION OR OTHERWISE IN CONNECTION WITH THE ORDER SHALL NOT EXCEED THE TOTAL PRICE PAID TO SELLER PURSUANT TO THE ORDER UNDER WHICH THE LIABILITY AROSE.
- ORDER ACCEPTANCE BY VALCRUM All orders received from BUYER are subject to acceptance by VALCRUM, unless VALCRUM’S quotation specifies that it is a bid in response to an invitation for bids in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms. b. Unless otherwise stated, legal delivery and prices are FOB VALCRUM’S facility and prices do not include transportation charges. c. Terms and conditions on the BUYER’S order form, at variance with terms and conditions stated herein are not binding upon VALCRUM unless specifically accepted by VALCRUM in writing. d. Orders accepted by VALCRUM cannot be cancelled by BUYER, except with VALCRUM’S written consent and upon terms that will indemnify VALCRUM against loss.
- QUANTITY VARIANCE VALCRUM reserves the right to ship and BUYER agrees to accept partial shipments and or over-run shipments of quantity ordered up to and over 5% of the quantity ordered by the BUYER.
- PRICE AND PAYMENT Taxes: Federal Manufacturers’ Excise Tax on automotive products, where applicable, is included in quoted price, unless otherwise noted. State and local sales, use and similar taxes are not included in price and will be billed separately unless a valid exemption certificate is furnished by BUYER. b. Payment: All accounts are payable net 30 days. VALCRUM may demand payment in advance of shipment if, in VALCRUM’S opinion, the credit or financial condition of BUYER is, or is about to become, impaired. c. Payments where shipments are delayed: Where BUYER requests delay in shipment, VALCRUM shall have the option of billing for goods when ready for shipment. If material is not ordered out within sixty (60) days after goods are ready, VALCRUM will have the option of billing storage charges.
- DELIVERY Shipping dates: Shipping dates are approximate only and are subject to change. b. Unforeseen Delays: VALCRUM shall not be liable in damages or otherwise for delay or failure in performance when caused by circumstances, of every nature and description and however arising, beyond VALCRUM’S control including without limitation fire, flood, Act of God, strike, labor unrest, shortage of material, failure of equipment, war, riot, civil insurrection, terrorism, or act of any governmental authority. In the event that VALCRUM is unable, due to any such occurrence or otherwise, to fulfill its total commitments to all customers, BUYER agrees to accept as full and complete performance by VALCRUM, deliveries in accordance with such plan or proration as VALCRUM may adopt. c. Packaging: VALCRUM will provide commercial packaging adequate, under normal conditions, to protect the goods in shipment and identify the contents d. Routing: All goods will be shipped via the most direct and economical means of transportation under the circumstances, as deemed by VALCRUM. e. Claims: Claims for loss or damage in transit must be entered and prosecuted by the BUYER.
- REJECTIONS AND RETURNS Notification to VALCRUM: BUYER will be deemed to have accepted any shipment under this contract if, within thirty (30) days after BUYER’S receipt of goods, BUYER has not notified VALCRUM in writing that such goods are rejected and the grounds therefor. b. Return of Goods: BUYER may not return any goods for any reason without VALCRUM’S prior written approval.
- GENERAL PROVISIONS Modifications of Contract: It is agreed that there is no other contract in force between BUYER and VALCRUM, and no alteration or additional terms shall be binding unless agreed to in writing by VALCRUM. Should VALCRUM by any words, acts or writing, waive or be deemed to have waived any of the provisions of this agreement, or should VALCRUM fail to insist upon performance by BUYER of one or more of the terms herein, such action or failure on VALCRUM’S part will in no way be deemed to imply or constitute a waiver of any other terms contained in this agreement. b. Governing Law: This contract shall be governed by and construed in accordance with the laws of the State of Texas. c. Disputes: BUYER agrees that any disputes arising out of this contract shall be brought in the courts located in Texas and that such courts shall have exclusive jurisdiction to adjudicate said disputes. d. Assignment: BUYER may not assign this contract without VALCRUM’S prior written consent.
Mail all questions concerning Terms and Conditions to:
VALCRUM, LLC 12320 BARKER CYPRESS RD Ste. 600-105 CYPRESS, TX 77429