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VARDATA, LLC
TERMS AND CONDITIONS OF SALE
This document outlines the Terms and Conditions of Sale (“Terms”) governing all quotations and purchase orders between VarData LLC (“Seller”), located at 595 Blossom Rd, Ste 110, Rochester, NY 14610, and the purchaser (“Buyer”).
1. Definitions
Seller: VarData LLC.
Buyer: The individual, company, or entity purchasing Goods from the Seller.
Goods: The products or items supplied by the Seller under these Terms, including any parts thereof.
Price: The quoted price for the Goods, effective at the date the order is accepted.
Agreement: These Terms and Conditions of Sale.
2. Applicable Terms & Order Acceptance
Governing Terms: These Terms apply to all quotations and purchase orders accepted by the Seller. They constitute the entire agreement between the Seller and Buyer. No other terms, written or oral, will be incorporated unless agreed upon in writing by the Seller.
Conflict of Terms: If these Terms conflict with any terms on the Buyer’s order form, these Terms shall prevail. This applies regardless of whether the Buyer provides written acknowledgment, accepts the Goods, or makes payment.
Acceptance: Acceptance of the Buyer’s order is expressly conditional on the Buyer’s assent to these Terms.
No Waiver: The Seller’s failure to object to any provision in the Buyer’s communications does not waive any part of these Terms.
Modifications: Any changes to these Terms must be specifically agreed to in writing by an authorized representative of the Seller.
3. Price and Payment
Price: The Price excludes all fees, shipping charges, and taxes, unless otherwise stated. The Seller reserves the right to adjust the Price as necessary.
Payment Terms: Payment is due strictly within 30 days from the invoice date, or as otherwise stated on the invoice. All payments must be in U.S. dollars.
Late Payments: Interest will be charged at 2% on overdue payments.
4. Delivery, Risk, and Title
Delivery Terms: Delivery is FOB Seller’s shipping dock unless otherwise specified by the Seller. Delivery occurs when the shipment is transferred to the carrier. If the Buyer does not specify a carrier, the Seller may choose one.
Delivery Dates: Estimated delivery dates are provided as estimates only. The Seller is not liable for delays, however caused. Time of delivery is not of the essence.
Installment Deliveries: If Goods are delivered in installments, failure to deliver one or more installments does not invalidate the contract for Goods already delivered or yet to be delivered.
Risk of Loss: Risk passes to the Buyer upon delivery to the carrier. The Buyer is responsible for insuring the Goods against all insurable risks for the full Price.
Title: Title to the Goods passes to the Buyer upon delivery by the Seller.
Security Interest: The Buyer grants the Seller a purchase money security interest in all Goods acquired under this Agreement and any proceeds from their disposition until the full purchase price and any other charges are paid. The Buyer agrees to execute any financing statements or documents requested by the Seller to protect this security interest. In case of default, the Seller has all the rights and remedies of a secured party under the Uniform Commercial Code (UCC), which are cumulative.
5. Inspection, Returns, and Cancellations
Inspection: The Buyer must carefully inspect the Goods immediately upon receipt and notify the Seller in writing of any defects (including discrepancies in condition) or shortages within three (3) days of delivery. Failure to provide timely notice excludes Seller liability for such issues reasonably discoverable upon careful examination.
Returns (RMA): Prior authorization (an RMA number) must be obtained from the Seller before returning any Goods. Goods returned without an RMA number will be refused. The Goods must be returned within 10 working days of RMA issuance, or the RMA expires, and the Buyer is liable for the Price. Incomplete returns will be refused.
Restocking Fee: Goods returned that are not faulty or are in an unsalable condition are subject to a 15% restocking fee, unless otherwise agreed in writing. (Note: Consider reviewing this fee).
Order Cancellation: Orders cannot be cancelled, in whole or part, without the Seller’s prior written consent, which requires full indemnity by the Buyer to the Seller.
6. Warranty
Standard Warranty: The Seller warrants Goods for one year from the date of sale, unless otherwise stated on the invoice.
Conditions: This warranty applies only if Goods are used properly for their intended application. It does not cover Goods that have been misused, modified, subjected to unusual stress, improperly maintained, or had serial numbers/identification marks removed or destroyed.
Remedy: The Seller’s liability under this warranty is limited to the replacement value of the defective part.
Disclaimer: THIS EXPRESS WARRANTY IS THE ONLY WARRANTY APPLICABLE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE[cite:1 49]. THE SELLER IS NOT LIABLE FOR ANY DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE GOODS.
7. Liability Limitation
Indirect Loss: Except for death or personal injury caused by Seller’s negligence, the Seller is not liable for any consequential or indirect loss (including, but not limited to, loss of profit, loss of contracts, damage to Buyer’s or third-party property) arising from breach of contract, tort (including negligence), or otherwise.
Liability Cap: Except for death or personal injury caused by Seller’s negligence, the Seller’s total liability for any claim or series of claims arising from one act or default shall not exceed the Price of the Goods involved.
Force Majeure: The Seller is not liable for failure to deliver Goods due to circumstances beyond its reasonable control (e.g., acts of God, war, terrorism, fire, flood, government action, strikes, material shortages).
Specifications: Due to ongoing development, Goods supplied may not exactly match technical specifications in Seller’s literature.
Third-Party Licenses: Goods subject to manufacturer license conditions are supplied subject to those conditions. Used equipment is supplied without software licenses; new licenses may be purchased separately.
8. Export Shipments
Buyer Responsibility: If the Buyer arranges export, they must inform the Seller on the order, provide special instructions, and bear all related expenses, including shipping, taxes, duties, and fees.
Shipping Account: The Buyer must provide their account number for their chosen shipping carrier(s).
1. Definitions
Seller: VarData LLC.
Buyer: The individual, company, or entity purchasing Goods from the Seller.
Goods: The products or items supplied by the Seller under these Terms, including any parts thereof.
Price: The quoted price for the Goods, effective at the date the order is accepted.
Agreement: These Terms and Conditions of Sale.
2. Applicable Terms & Order Acceptance
Governing Terms: These Terms apply to all quotations and purchase orders accepted by the Seller. They constitute the entire agreement between the Seller and Buyer. No other terms, written or oral, will be incorporated unless agreed upon in writing by the Seller.
Conflict of Terms: If these Terms conflict with any terms on the Buyer’s order form, these Terms shall prevail. This applies regardless of whether the Buyer provides written acknowledgment, accepts the Goods, or makes payment.
Acceptance: Acceptance of the Buyer’s order is expressly conditional on the Buyer’s assent to these Terms.
No Waiver: The Seller’s failure to object to any provision in the Buyer’s communications does not waive any part of these Terms.
Modifications: Any changes to these Terms must be specifically agreed to in writing by an authorized representative of the Seller.
3. Price and Payment
Price: The Price excludes all fees, shipping charges, and taxes, unless otherwise stated. The Seller reserves the right to adjust the Price as necessary.
Payment Terms: Payment is due strictly within 30 days from the invoice date, or as otherwise stated on the invoice. All payments must be in U.S. dollars.
Late Payments: Interest will be charged at 2% on overdue payments.
4. Delivery, Risk, and Title
Delivery Terms: Delivery is FOB Seller’s shipping dock unless otherwise specified by the Seller. Delivery occurs when the shipment is transferred to the carrier. If the Buyer does not specify a carrier, the Seller may choose one.
Delivery Dates: Estimated delivery dates are provided as estimates only. The Seller is not liable for delays, however caused. Time of delivery is not of the essence.
Installment Deliveries: If Goods are delivered in installments, failure to deliver one or more installments does not invalidate the contract for Goods already delivered or yet to be delivered.
Risk of Loss: Risk passes to the Buyer upon delivery to the carrier. The Buyer is responsible for insuring the Goods against all insurable risks for the full Price.
Title: Title to the Goods passes to the Buyer upon delivery by the Seller.
Security Interest: The Buyer grants the Seller a purchase money security interest in all Goods acquired under this Agreement and any proceeds from their disposition until the full purchase price and any other charges are paid. The Buyer agrees to execute any financing statements or documents requested by the Seller to protect this security interest. In case of default, the Seller has all the rights and remedies of a secured party under the Uniform Commercial Code (UCC), which are cumulative.
5. Inspection, Returns, and Cancellations
Inspection: The Buyer must carefully inspect the Goods immediately upon receipt and notify the Seller in writing of any defects (including discrepancies in condition) or shortages within three (3) days of delivery. Failure to provide timely notice excludes Seller liability for such issues reasonably discoverable upon careful examination.
Returns (RMA): Prior authorization (an RMA number) must be obtained from the Seller before returning any Goods. Goods returned without an RMA number will be refused. The Goods must be returned within 10 working days of RMA issuance, or the RMA expires, and the Buyer is liable for the Price. Incomplete returns will be refused.
Restocking Fee: Goods returned that are not faulty or are in an unsalable condition are subject to a 15% restocking fee, unless otherwise agreed in writing. (Note: Consider reviewing this fee).
Order Cancellation: Orders cannot be cancelled, in whole or part, without the Seller’s prior written consent, which requires full indemnity by the Buyer to the Seller.
6. Warranty
Standard Warranty: The Seller warrants Goods for one year from the date of sale, unless otherwise stated on the invoice.
Conditions: This warranty applies only if Goods are used properly for their intended application. It does not cover Goods that have been misused, modified, subjected to unusual stress, improperly maintained, or had serial numbers/identification marks removed or destroyed.
Remedy: The Seller’s liability under this warranty is limited to the replacement value of the defective part.
Disclaimer: THIS EXPRESS WARRANTY IS THE ONLY WARRANTY APPLICABLE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE[cite:1 49]. THE SELLER IS NOT LIABLE FOR ANY DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE GOODS.
7. Liability Limitation
Indirect Loss: Except for death or personal injury caused by Seller’s negligence, the Seller is not liable for any consequential or indirect loss (including, but not limited to, loss of profit, loss of contracts, damage to Buyer’s or third-party property) arising from breach of contract, tort (including negligence), or otherwise.
Liability Cap: Except for death or personal injury caused by Seller’s negligence, the Seller’s total liability for any claim or series of claims arising from one act or default shall not exceed the Price of the Goods involved.
Force Majeure: The Seller is not liable for failure to deliver Goods due to circumstances beyond its reasonable control (e.g., acts of God, war, terrorism, fire, flood, government action, strikes, material shortages).
Specifications: Due to ongoing development, Goods supplied may not exactly match technical specifications in Seller’s literature.
Third-Party Licenses: Goods subject to manufacturer license conditions are supplied subject to those conditions. Used equipment is supplied without software licenses; new licenses may be purchased separately.
8. Export Shipments
Buyer Responsibility: If the Buyer arranges export, they must inform the Seller on the order, provide special instructions, and bear all related expenses, including shipping, taxes, duties, and fees.
Shipping Account: The Buyer must provide their account number for their chosen shipping carrier(s).