TERMS AND CONDITIONS OF SALE
THE FOLLOWING TERMS AND CONDITIONS APPLY TO ANY SALE OF GOODS BY VYRON. ANY ADDITIONAL OR DIFFERING TERMS FROM THOSE CONTAINED HEREIN ARE EXPRESSLY REJECTED AND SHALL NOT BECOME ANY PART OF A CONTRACT WITH VYRON.
1. OFFER AND ACCEPTANCE
Vyron Corporation offers to sell the materials, equipment or services indicated in strict accordance with the terms and conditions stated herein. Submittal of a purchase order or execution of an offer from Vyron by a buyer, or allowing any vendor of Vyron to commence work, shall be deemed an acceptance of the offer, which offer and acceptance shall constitute a legally enforceable contract between a buyer and Vyron. Any additional or differing terms and conditions contained on a buyer's purchase order (whether or not such terms materially alter this offer) are hereby rejected by Vyron and shall not become part of the contract between buyer and Vyron unless expressly consented to in writing by Vyron.
2. PRICE
Any increase in Vyron’s cost of supplying goods caused by any law, tariff, duty, or government-imposed surcharge implemented after the date contracting for the sale of goods will be added to the price under the applicable agreement to purchase goods from Vyron. Absent tariff, duty, or government-imposed surcharge increasing the costs of the goods subject to the sale, the prices are firm upon acceptance by Buyer, provided: (1) that such acceptance occurs within fifteen (15) days of the submission of this the quote and (2) that within three (3) months of Buyer's acceptance Buyer authorizes Vyron to release for fabrication (in accordance with approved submittal data) and shipment immediately upon completion of fabrication. In the event that the buyer’s release for fabrication is not received by Vyron, within such three (3) month period, prices are subject to increase to current prices in effect at the time Buyer's release is actually received by Vyron. If the buyer delays shipment after release, prices are subject to increases equal to the percentage increase in prices during such period of delay.
3. TERMS OF PAYMENT
Upon normal credit approval by Vyron, terms of payment for goods shipped hereunder shall be net thirty (30) days immediately following shipment of any portion of the goods. Vyron reserves the right to add to any account outstanding more than thirty (30) days a charge of one and one-half percent (1.5%) of the principal amount due at the end of each thirty (30) day period. In the event of disapproval of Vyron, terms of payment will be established through mutual agreement of the buyer and Vyron.
4. PERFORMANCE
Vyron shall not be liable for failure or delays in delivery hereunder where such failure or delay is due to the disapproval of the Vyron credit department, or due to strikes, fires, accidents, national emergency, failure to secure materials from the usual sources of supply, or any other circumstances beyond the control of Vyron, whether of the class of causes enumerated above or not, which shall prevent Vyron from making deliveries in the usual course of business. Upon the occurrence of any of the above events, Vyron may cancel this order without any liability on the part of Vyron. Receipt of the equipment by the buyer upon its delivery shall constitute a waiver of all claims for delay.
5. TAXES
All prices in Vyron's offer to sell are exclusive of taxes. The amount of any present or any future occupation, sales, use, service, excise or other similar tax which Vyron shall be liable for, either on its own behalf or on behalf of the buyer, with respect to any orders for machinery or services, shall be in addition to the billing prices and be paid by the buyer.
6. LIMITATION OF LIABILITY
VYRON SHALL NOT BE LIABLE FOR ANY LIQUIDATED, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL VYRON'S LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY VYRON FROM BUYER UNDER THE INSTANT CONTRACT. THE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT WARRANTY, TORT OR STRICT LIABILITY. THE ABOVE LIMITATIONS SHALL INURE TO THE BENEFIT OF VYRON'S SUPPLIERS AND SUBCONTRACTORS.
ADDITIONALLY VYRON SHALL NOT LIABLE FOR DAMAGES OR LIABILITIES (UNDER INDEMNIFICATION OR OTHERWISE), RESULTING FROM THE CONDUCT OR ACTION OF ANY THIRD-PARTY INCLUDING THE MANUFACTURER OF THE PRODUCT PURCHASED BY THE BUYER, THE SHIPPER, THE CARRIER, OR ANY OTHER THIRD-PARTY. UNDER NO CIRCUMSTANCES SHALL VYRON BE HELD LIABLE FOR ANY DEFECTS IN GOODS SOLD OR ANY DELAYS ASSOCIATED WITH THE DELIVERY OF GOODS.
7. DELIVERY
Shipping dates are approximate only. No shipping date requested or specified by Buyer will be binding on Vyron unless such request or specification is specifically agreed to in writing by an officer of Vyron. Shipment shall be F.O.B. factory, with title passing to the buyer upon delivery to the carrier by Vyron.
8. CANCELLATION
In the event Buyer cancels a contract for the sale of goods, Buyer expressly acknowledges that it will incur fees as determined by the manufacturer of the goods subject to the sale and cancellation. Under no circumstances will Vyron be responsible for manufacturer-imposed cancellation charges resulting from Buyer’s cancellation of any contract for the sale of good.
9. FREIGHT CHARGES
Freight Allowed Products-Shipment shall be F.O.B. point of manufacture unless stated elsewhere in this offer to sell. Shipment of goods shall be determined by the manufacturer of the goods sold.
10. DISPUTES AND CHOICE OF LAWS
This contract shall be deemed to have been entered into and shall be governed by the laws of the state of Wisconsin. All claims, disputes, and controversies arising out of or relating to this contract, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The site of the arbitration shall be Waukesha, Wisconsin, unless another site is mutually agreed between the parties. The parties agree that any party to the arbitration shall be entitled to discovery of the other party as provided by the Federal Rules of Civil Procedure: provided, however, that any such discovery shall be completed within eight (8) months from the date the Demand for Arbitration is filed with the American Arbitration Association.
11. COSTS TO VYRON
In the event it becomes necessary for Vyron to incur any costs or expenses in the collection of monies due Vyron from the buyer, or to enforce any of its rights or privileges hereunder, the buyer, upon demand, shall reimburse Vyron for all such costs and expenses including, but not limited to, actual attorney's fees.
12. INDEMNIFICATION
THE BUYER SHALL INDEMNIFY AND HOLD VYRON AND ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES, OR EXPENSES, INCLUDING ACTUAL ATTORNEY FEES AND COSTS OF DEFENSES, CAUSED BY: (I) NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BUYER OR ITS EMPLOYEES; (II) VIOLATIONS OF ANY FEDERGAL, PROVINCIAL, STATE OR LOCAL LAW, STATUTE, REGULATION OR RULE BY THE BUYER OR ITS EMPLOYEES; OR (III) THE BUYER'S BREACH OF THIS AGREEMENT.
13. ENTIRE AGREEMENT
These terms and conditions, and the matter set forth on the face of Vyron's offer to sell, constitute the entire agreement between Vyron and the buyer. No prior understandings, agreements or representations, written or verbal, express or implied, are a part of this contract, nor shall any subsequent modification, agreement or representation become part of this contract unless expressly agreed to in writing by an authorized representative of Vyron.
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