“Goods” means all goods provided by VRG Components, Inc. (“Seller”). All sales of goods shall be made only upon these Terms and Conditions and NOT any purchase order or other document of Buyer. BY ACCEPTING DELIVERY OF GOODS FROM SELLER, BUYER SHALL BE DEEMED TO HAVE CONSENTED TO AND ACCEPTED THESE TERMS AND CONDITIONS, IN SPITE OF ANY CONFLICT WITH ANY TERMS OR CONDITIONS IN ANY PRIOR OR LATER COMMUNICATION FROM BUYER. Seller’s failure to object to any terms which conflict with these Terms and Conditions shall not be deemed a waiver of objection thereto. A duly authorized representative of Seller must specifically agree to any change to these Terms and Conditions in writing.
Quotations, unless previously withdrawn, are only open for acceptance by Seller within 3 days from quotation date and are subject to approval of Buyer’s credit. Prices quoted do not include VAT or other taxes; prices quoted are subject to change without notice after the date of Sellers’ acceptance of Buyer’s order where Seller has incurred increased costs due to exchange rate change, import duty change, increased prices from supplier or surcharges. Seller reserves the right to amend prices to correct errors or omissions.
DELIVERY AND TIME
Delivery dates quoted by Seller are best estimates only and time is expressly not of the essence unless otherwise stated. Late or partial delivery does not entitle Buyer to cancel its order. Buyer acknowledges that Seller will not be liable for any damage or injury arising from a delay in delivery. In the event of delivery by installments, Buyer is not entitled to treat the delivery of faulty Goods in any one installment as a repudiation of the entire agreement. Buyer must notify Seller in writing of non-delivery of goods, or receipt of nonconforming or damaged goods within 3 days of the delivery date. Delivery to Buyer is deemed to have been made when delivered to Buyer, the carrier or Buyer’s agent at Seller’s facility, whichever occurs first.
Except for Special Orders, and provided that Buyer has given Seller written notification of a defect within 10 days of receipt of the goods, Seller will credit, refund the cost of or at its discretion, repair or replace free of charge any of the Goods found to its satisfaction to be defective, either due to faulty workmanship, or prior use. Goods purchased from Seller may be returned only at Seller’s discretion, no later than 30 days from the invoice date, if the following conditions are met: 1) Only one Return Material Authorization (RMA) request per invoice; 2) Goods must not be obsolete or Special Order; 3) Non-defective must be in resellable condition, meaning: new and unused, in original factory packaging, unopened with all external and internal factory seals intact, with all original parts and accessories (cables, software, documents, manuals, etc.), free of excessive shipping labels and stickers; 4) Defective Goods must be accompanied by a legitimate independent test report confirming the defect; and 5) Goods must be received by Seller no more than 20 days after an RMA has been issued. Goods received more than 20 days after the RMA has been issued will be returned at Buyer’s expense. RMAs must be obtained from Seller before Buyer returns Goods for any reason. Any RMAs authorizing return of Goods 30 days after the date of invoice shall be for credit only. Goods sent to Seller without an RMA will be returned to Buyer at Buyer’s expense, or Buyer will be assessed a 20% restocking charge. Orders placed with Seller and non-cancel non-returnable. Goods returned to Seller become the property of the Seller. SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED PURPOSES), OR STATUTORY, OTHER THAN THE FOREGOING WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR SELLER’S ALLEGED NEGLIGENCE OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. SPECIAL ORDERS ARE SOLD “AS IS”. WITH NO EXPRESS OR IMPLIED WARRANTIES FROM SELLER AND WITH NO RETURN RIGHTS.
Payments are due on demand but in any case must be paid no later than 30 days of receipt of invoice. Interest at 10% per annum (or the maximum rate allowed by law if less) will be payable on any amount outstanding for longer than 30 days. Buyer shall be responsible for all reasonable legal fees, costs and expenses incurred by Seller if Buyer’s late payment results in collection efforts. Notwithstanding any statement to the contrary by Buyer, Seller shall be entitled in its absolute discretion to apply any payment received from Buyer to Seller towards any indebtedness of Buyer, whether under this or any other agreement.
OWNERSHIP AND RISK
All Goods shipped “Ex Works” Charlotte (per Incoterms 2000). Seller’s responsibility for damage to goods ceases upon delivery of the Goods at its facility. Buyer agrees that Seller shall retain a purchase security interest in all Goods, which it has sold to Buyer, and to any proceeds from the disposition of the Goods, until the purchase price and any other charges due to Seller have been paid in full. Buyer agrees to execute any financial statement or other documents, which Seller may request in order to protect Seller’s security interest. Buyer expressly authorizes Seller to execute such security documents on Buyer’s behalf and hereby designates Seller its attorney-in-fact for such limited purposes. In addition to the rights and remedies granted by these Terms and Conditions, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights shall be cumulative. In the absence of instructions as to shipping, Seller will select a carrier who is not its agent. Special instructions with regard to packaging must be in writing on the purchase order. Such instructions shall not change “Ex Works” terms of shipping, and Seller will have no liability for such shipment.
CANCELLATIONS AND RE-SCHEDULES
Requests to cancel or reschedule orders must be made in writing by Buyer to Seller. Seller is under no obligation to accept such cancellations or reschedules. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer’s cancellation or rescheduling of an order.
EXPORT CONTROL REGULATIONS
Some or all of the goods supplied by Seller may be subject to export control regulations. Such goods may not be imported or exported by Buyer without prior approval of the relevant authorities. It is the responsibility of Buyer to obtain such approval. Under no circumstances will Seller be liable for any loss or damage incurred by Buyer as a result of Buyer’s contravention of any export control regulations.
This sale is entered into in Mecklenburg County, North Carolina and is governed by the laws of the state of North Carolina without giving effect to the principals of conflict of laws. If any dispute should arise between Seller and Buyer as to a sale of Goods or the Terms and Conditions, Buyer hereby expressly submits and consents to jurisdiction of the state district courts of Mecklenburg County, North Carolina for the purpose of legal resolution. In the event that any of these Terms and Conditions is determined to be unenforceable, the other Terms and Conditions shall remain in full force and effect. Failure of Seller to enforce at any time any of the Terms and Conditions shall not be deemed a waiver of any of Seller’s rights and shall not affect the validity of the sale or these Terms and Conditions.