VARDATA, LLC TERMS AND CONDITIONS OF SALE
DEFINITIONS: ‘The Seller’ means VarData LLC, whose principal offices are located at 135 Calkins Road, Rochester, NY 14623.
‘The Buyer’ means the person, company or other party who agrees to buy the goods from the Seller.
‘The Goods’ means the goods that the Seller is to supply in accordance with these Terms and Conditions of Sale. Any reference to ‘the Goods’ shall, where appropriate, include a reference to part of them.
‘The Price’ means the price quoted at the date the order is accepted.
APPLICABLE TERMS AND CONDITIONS: The terms and conditions of sale contained herein apply to all quotations made and purchase orders entered into by the Seller. The said terms and conditions may in some instances conflict with some of the terms and conditions affixed to the form and/or order blank specified by the Buyer. Therefore, acceptance of the Buyer’s order is made only on the expressed understanding and condition that insofar as the terms and conditions of this acceptance conflict with the terms and conditions of the Buyer’s order, the terms and conditions of the Seller shall govern, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implications or acceptance and payment of goods ordered hereunder. Seller’s failure to object to provisions contained in any communications from Buyer shall not be deemed a waiver of the provisions of the Seller’s terms and conditions. Any changes in the terms and conditions of sale contained herein must specifically be agreed to in writing by the authorized representative of the Seller before becoming binding on the Seller
VALIDITY: These Terms and Conditions of Sale form the whole agreement between the Seller and the Buyer and shall not be removed or varied in any way. No other express terms or conditions, written or oral, shall be incorporated into the contract.
PRICE: The Price is exclusive of all fees, shipping charges and taxes and shall be paid in accordance with the Seller’s settlement terms. The Seller reserves the right to vary the Price as occasion demands.
DELIVERY: Delivery terms are FOB Seller’s shipping dock unless otherwise specified by Seller. Delivery shall deem to have been made when the Buyer’s shipment has been delivered to a carrier, specified by the Buyer on the purchase order or equivalent. In the event that Buyer does not specify the carrier, the carrier may be at Seller’s option.
Any delivery date notified by the Seller to the Buyer shall be an estimate only and the Seller shall not be liable for any delay in delivery of the Goods, howsoever caused. Time of delivery is not of the essence of the contract.
Where the Goods are delivered by installments, no failure by the Seller to deliver in respect of one or more installments shall impair the contract in respect of goods previously delivered or undelivered.
Cancellation of an order, in whole or in part, cannot be accepted without the Seller’s consent in writing which shall only be given on a full indemnity by the Buyer to the Seller.
The Seller’s settlement terms are strictly 30 days from the date of the invoice or as otherwise stated on the invoice. All Payments must be made in U.S. dollars.
Interest on late payments will be charged at 2%.
RISK: Risk in the Goods passes to the Buyer when the Seller delivers the Buyer’s order.
The Buyer must insure the Goods against all insurable risks for the price due to the Seller for the Goods.
TITLE: Title of the products sold hereunder shall pass to Buyer upon delivery by Seller. However, buyer hereby agrees that Seller shall retain a purchase money security interest in all products sold to Buyer pursuant to this Agreement. To all products now or hereafter acquired by Buyer (the “collateral”), and to any proceeds from the disposition of such product until the purchase price and other charges due Seller shall have been paid in full. Buyer agrees to execute any financing statements or other documents as Seller may request in order to protect Seller’s security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of secured party under the Uniformed Commercial Code which right shall be cumulative.
LIABILITY: The Buyer must carefully examine the Goods immediately on receipt of them and must notify the Seller in writing of any defect (including any discrepancy in the condition of the Goods) or short delivery reasonably discoverable on careful examination.
If the Buyer does not notify the Seller within three days from the date of delivery, the Seller excludes all liability for any short delivery or defect (including any discrepancy in the condition of the goods) that should reasonably have been discovered on careful examination.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from the Seller’s negligence). Examples of indirect loss are, but are not limited to: loss of profit; loss of contracts; damage to the Buyer’s property or property of any other person and personal injury to the Buyer any other person, other than that caused by the Seller’s negligence.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller’s total liability for any one claim or for the total of all claims arising from any one act or default of the Seller (whether arising from the Seller’s negligence or otherwise) shall not exceed the Price.
The Seller is not liable for any failure to deliver the Goods arising from circumstances outside the Seller’s control. Non exhaustive illustrations of circumstances outside the Seller’s control include an act of God, war, riots, explosion, acts of terrorism, abnormal weather conditions, fire, flood, Government action, strikes, lockouts, embargoes, accidents and shortages of materials, labor or manufacturing facilities.
Due to the continuing process of technical change and development the Goods supplied by the Seller may not comply in all respects with the technical specifications described in the Seller’s literature.
Any Goods supplied to the Buyer by the Seller which is subject to restrictions or provisions imposed by manufacturer’s license conditions are supplied to the Buyer by the Seller subject to any such license conditions.
Used equipment is supplied without a software license. New licenses can be purchased from the Seller or the applicable manufacturer
RETURN: Prior authorization, in the form of an RMA number, must be obtained from the Seller before any Goods are returned. Any Goods returned without an RMA number will be refused and returned to the Buyer.
1) All item(s) must be returned within 14 days from the issue date, if the RMA is not received within
the 14 days, it will be cancelled and a credit memo will not be issued for the original item(s).
2) Once the RMA expires, we will not reissue the RMA
3) If the RMA is cancelled, an additional invoice will be issued for the replacement item(s) if replacement item(s) were sent
4) All items must be returned in its original packaging with all accessories included*
5) All units will be tested upon their return; if they are deemed in working condition a 25% restocking fee will be applied
*If product was shipped New in Manufacture packaging