Terms & Conditions

Velocity Flow Technologies Corporation -- STANDARD TERMS AND CONDITIONS OF SALE

 The following terms and conditions of sale apply to all quotations and proposals made by Velocity Flow Technologies Corp. (represented by brands Vortex, Fortress, Hamar, and SolidEx referred to herein as “VFT”), and to all orders accepted by VFT and shall constitute the final terms and conditions of the agreement between the Buyer and VFT.

 Further, all quotations and proposals for VFT products are based upon data and specifications supplied to VFT by Buyer, and Buyer understands that the price, performance, and/or safety of VFT’s Products may be affected if any such data or specifications are incorrect or incomplete. The terms and conditions of sale as stated herein cannot be changed, modified, or amended by the Buyer unless VFT and the Buyer agree in a specific writing to change, modify, or amend the terms that is signed and dated by VFT and the Buyer. Unless changed, modified or amended in a separate, specific writing signed and dated by both parties, this agreement is understood to be the complete and exclusive agreement between the parties, superseding all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this sale.

 The “separate, specific writing” required to amend these terms and conditions of sale is not satisfied by an exchange of e-mails containing standard block signatures of those sending/receiving the e-mails.  VFT specifically rejects any conflicting or additional terms contained in any Purchase Order, Acknowledgement form, or other similar document submitted by Buyer unless there is a separate specific writing (other than the Purchase Order), signed and dated by both parties.

 If the Buyer is anything other than an End-User of VFT products, then the Buyer shall have a duty to provide a copy of these Standard Terms and Conditions of Sale to such End-User, along with installation, operation, and maintenance procedures in accordance with documentation furnished by VFT to Buyer for VFT Products.  If Buyer chooses not to provide such procedures to the End-User, it does so at its own risk.

 Buyer further agrees that these Standard Terms and Conditions shall also apply to subsequent Parts and Service Orders relating to the quotation and proposal provided by VFT.

  1. PRICES AND FREIGHT TERMS: All prices and service charges, unless otherwise provided, are net ex-works VFT’s plant and are subject to change with notice to conform to VFT’s published price list in effect at the time of shipment. Delivery shall be deemed to occur and risk of loss shall pass to Buyer upon delivery to the carrier. Pricing for the goods does not include freight, delivery or handling charges unless so stated on the face of the purchase order. All sales are FOB shipping point. VFT reserves the right to make partial shipments and will render invoices accordingly.

  1. PAYMENT TERMS: Terms are subject to the approval of VFT’s Credit Department prior to shipment, and the Buyer agrees with respect to its obligation for payment, that: (1) If in VFT’s judgment Buyer’s financial condition or other conditions do not justify shipment on normal credit terms, VFT may require full or partial payment in advance; (2) after the products are shipped, it will pay to VFT the amount of the invoice in accordance with the terms of payment stated thereon, with interest at the rate of 1.5 percent per month on any late payment; (3) after the invoice is issued, if in VFT’s judgment Buyer’s financial condition in any way becomes impaired or jeopardized, the invoice shall become immediately due and payable; and (4) except where expressly prohibited by law, Buyer will, in event of default, pay VFT’s cost of collecting any amount due under these terms and conditions including court costs and reasonable attorneys’ fees. In addition to the purchase price, the Buyer agrees to pay the amount of any sales, use, occupation, excise or similar tax applicable to the transaction.

 

  1. CANCELLATION: In the event of cancellation by the Buyer, or a change initiated by the Buyer that results in a partial cancellation or delay in delivery, of an order for products that are to be specifically constructed, configured or adapted for the Buyer’s use, the Buyer agrees that it shall confirm such cancellation or change in writing and shall reimburse VFT for all actual costs and damages incurred, including but not limited to, engineering, fabrication expenses, restocking fees, order price for all products or services that have been completed in accordance with this order and not previously paid for, the actual cost of work-in-progress, and raw materials incurred by VFT in complying with such cancellation or change.

 

  1. CHANGE ORDERS: The Buyer may request changes to be made in the design or construction of the product being specifically constructed or adapted for the Buyer’s use, which request shall be subject to VFT’s acceptance in its discretion. Any such request must be made in writing by the Buyer; oral or verbal requests for changes to the design or construction of the product will not be recognized or acted upon. If VFT accepts a proper request, it shall provide to Buyer an adjustment in the purchase price, which adjustment shall include any revisions to shipping dates and the estimated date of completion of the project. Upon Buyer’s acceptance of the adjustment(s) and revision(s), VFT shall proceed with completion of the project in accordance with the revised plans. VFT reserves the right to substitute like components of equal quality with those called for in the specifications or plans.  In no event shall VFT bear any responsibility or liability for loss of anticipated profits claimed by either Buyer or Buyer’s suppliers.

 

  1. PLANS AND SPECIFICATIONS: Specifications, plans, blueprints, or similar VFT proprietary products received with the finished goods purchased by Buyer are, and shall remain, property of VFT. They shall not be reproduced, transmitted, or otherwise disclosed to any person not connected with Buyer’s organization, nor delivered to a competitor of VFT.

 

  1. FORCE MAJEURE: The shipping date(s) given by VFT are approximate. All orders are accepted with the understanding that VFT shall not be liable for loss, damage, delay, or failure of delivery resulting from fire, embargo, strikes, riot or civil commotion, differences with workmen, inability to obtain materials, casualties, delays in transportation, acts of God, or any other causes of a similar or dissimilar nature to those named, all of which are beyond VFT’s reasonable control, nor shall VFT be liable for consequential damages, including without limitation, lost profits that may result from any delay whatsoever.

 

  1. SAFETY DEVICES: VFT’s recommended safety devices should be a part of the products sold herein and Buyer should purchase these recommended safety devices as a part of its purchase of VFT’s products. If Buyer fails to purchase VFT’s recommended safety devices, such failure shall be at Buyer’s risk. If Buyer specifically rejects VFT’s recommended safety devices, then in consideration of VFT’s agreement to ship and deliver the products without such recommended safety devices, Buyer agrees to indemnify VFT and hold it harmless from any claim, demand, or cause of action asserted against VFT by any person, and any losses and expenses, including attorneys’ fees, incurred by VFT by reason of same, which relates, directly or indirectly, to the lack of VFT’s recommended safety devices. In the event any special safety device is provided by VFT, VFT shall only warrant that the design and installation of such safety device shall be of a type that is generally recognized in the industry. Buyer agrees that exceptions taken by local inspectors, not consistent with generally accepted industry interpretation and practice, will not be considered a failure on the part of VFT to fulfill its obligations.

 

  1. LIMITED WARRANTY, DISCLAIMER & LIMITATION OF REMEDIES: VFT warrants to the original Buyer only that all products or parts sold by VFT shall be free of defects in materials and workmanship for a period of one (1) year from the date of shipment, when used according to VFT’s recommended usages. If Buyer discovers within this period a defect in material or workmanship, it must notify VFT in writing. In no event shall such written notification be received by VFT later than thirteen (13) months from the date of delivery and any action or suit for breach of warranty must be commenced within fifteen (15) months following delivery of the goods.

  1. THE BUYER’S EXCLUSIVE REMEDY AND VFT’S ENTIRE LIABILITY IN CONTRACT, TORT, OR OTHERWISE IS STRICTLY LIMITED TO REPAIR, REFUND OF PURCHASE PRICE PAID FOR, OR REPLACEMENT IN KIND OF ANY NONCONFORMING ITEMS, PROVIDED THOSE PRODUCTS ARE RETURNED TO VFT PREPAID. VFT RESERVES THE RIGHT TO DECIDE WHICH OF THESE EXCLUSIVE REMEDIES SHALL BE EXERCISED.
  2. THIS WARRANTY SHALL BE CONSIDERED VOID IF SUCH PRODUCTS ARE MISUSED, IMPROPERLY INSTALLED, INAPPROPRIATELY STORED, OPERATED BEYOND RATED LIMITATIONS, DAMAGED, NEGLECTED, ALTERED/ CHANGED/ REPAIRED/ OR MODIFIED IN ANY WAY BY ANYONE OTHER THAN PERSONNEL AUTHORIZED BY VFT
  3. An “Instruction and Operating Manual” (referred to herein as “IOM”) will be made available to Buyer. Buyer assumes responsibility to read and understand the IOM prior to installation and operation of the products.
  4. Should material leakage occur, VFT shall have no liability due to such leakage, and Buyer agrees to indemnify VFT for any consequential injuries or damages that occur therefrom.
  5. VFT does not warrant any products not manufactured by VFT.
  6. THE WARRANTY EXPRESSED ABOVE IS IN LIEU OF AND EXCLUSIVE OF ALL OTHER WARRANTIES. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, performance, or otherwise. ALL SUCH WARRANTIES ARE SPECIFICALLY DISCLAIMED AND EXCLUDED.
  7. in no event shall VFT be liable for SPECIAL, LIMITED OR CONSEQUENTIAL DAMAGES OF ANY NATURE, iNCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE OR BUSINESS OPPORTUNITY, LOSS BY REASON OF SHUTDOWN OF FACILITIES OR INABILITY TO OPERATE ANY FACILITY AT FULL CAPACITY, OR COST OF REPLACEMENT POWER. VFT SHALL NOT BE LIABLE FOR DAMAGES OCCURRING FROM ANY NEGLIGENCE OF THE BUYER, ITS EMPLOYEES, OR AGENTS. THE LIMITATIOnS CONTAINED IN THIS PARAGRAPH SHALL SUPERSEDE ANY INCONSISTENT PROVISIONS IN ANY INSTRUMENT FORMING PART OF THIS AGREEMENT. 

 

  1. LIMITATION OF LIABILITY AND INDEMNIFICATION: BUYER AGREES that THE AGGREGATE LIABILITY OF VFT FOR ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE RESULTING FROM, ARISING OUT OF, OR CONNECTED WITH THE OFFERING OF THE PRODUCT, FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY PRODUCT WHETHER BASED on CONTRACT, TORT (including any product liability theory SUCH as negligence, STRICT LIABILITY, ProDUCT RECALL OR PRODUCT RETROFIT), FAULT, INDEMNITY OR OTHERWISE, SHALL - IN NO EVENT - EXCEED THE PRICE ALLOCABLE TO THE PRODUCT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIMITED WARRANTY CONTAINED IN PARAGRAPH 8 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

To the extent that any such claim exceeds the afore-stated limit of liability, Buyer agrees to indemnify and hold harmless VFT, its officers, agents, and employees from and against any and all liabilities, damages, losses, costs, attorney fees, and expenses, for injury or death of an officer, agent, employee or customer of Buyer arising out of or in connection with the use of products and services to be provided under this agreement. Except as otherwise stated in this paragraph, Buyer further agrees to release and waive any liability of any claim against VFT, its officers, agents, and employees, for loss of or damages to property, including loss of use arising directly or indirectly out of or in connection with its performance under this Agreement.

 THIS LIMITATION OF LIABILITY SHALL ALSO APPLY TO ALL SUBSEQUENT PARTS SALES AND SERVICE ORDERS RELATING TO THE PRODUCTS IN THIS OFFERING.  WITH RESPECT TO SUBSEQUENT PARTS SALES, SELLER’S LIABILITY SHALL IN NO EVENT EXCEED THE PRICE ALLOCABLE TO THE PART GIVING RISE TO THE CLAIM.  WITH RESPECT TO SUBSEQUENT SERVICE ORDERS, SELLER’S LIABILITY SHALL IN NO EVENT EXCEED THE COST OF THE SERVICE ORDER GIVING RISE TO THE CLAIM.

 

  1. INDEMNITY AND HOLD HARMLESS FROM VIOLATION OF OSHA DUTIES AND STANDARDS INCLUDING LOCKOUT/TAGOUT PROCEDURES: Buyer and its employees are required by law to follow the requirements and duties imposed by the Occupational Safety and Health Administration (“OSHA”), including but not limited to LOCKOUT/TAG OUT procedures set forth at 29 C. F.R. 2910.147, as may be amended from time to time.  Buyer shall, upon demand, fully indemnify and hold Seller harmless from any and all losses, costs, damages, expenses, penalties, fines, settlement and/or compromise payments, including, but not limited to, Seller's reasonable attorneys' fees (through all appellate, enforcement, or collection proceedings), occasioned by or resulting from the breach or nonperformance of any OF THE BUYER’s OR ITS EMPLOYEES’ OBLIGATIONS TO FOLLOW OSHA rules, requirements, or Duties.  This indemnification includes, but is not limited to, claims asserted against VFT by employees, agents and subcontractors of Buyer or subsequent buyers or users of the services performed or products sold under this Offering/Order WHICH INVOLVE SITUATIONS IN WHICH THE ACCIDENT OR INJURY COULD HAVE BEEN PREVENTED HAD THE BUYER ENFORCED WORKPLACe RULES oR FOLLOWED OSHA REGULATIONS OR ITS EMPLOYEES FOLLOWED OSHA REGULATIONS.

 

  1. RETURNED GOODS: All sales are final. Thus, products shall not be returned without the written permission and shipping instructions from VFT. Products that are returned for reasons other than being defective shall be shipped ex-works destination and the Buyer shall pay the following expenses: a 25 percent restocking fee, and all expenses that may be necessary to restore the products to salable condition. Only products of current design and in salable condition shall be considered for return.

 

  1. SECURITY INTEREST: The Buyer grants and VFT retains a purchase money security interest in the products purchased hereunder until the net purchase price is fully paid and all other obligations of the Buyer are satisfied, and Buyer authorizes VFT to take such steps as VFT deems reasonably necessary to perfect its security interest in such products. If Buyer is in default of its payment obligation to VFT, in addition to any other remedies available, VFT shall have the right and the Buyer shall permit VFT, or its designated agent, to enter the premises where the VFT product(s) is installed and repossess the product as to which full payment has not been received.

 

  1. MISCELLANEOUS: The Buyer shall make any claims for shortage or error in filling its order within five (5) days after receipt of shipment. VFT does not guarantee any product to meet local, municipal, state, or national laws or regulations. Any lenience granted to the Buyer shall not constitute a waiver of any of VFT’s rights hereunder. Should any part, term, or provision of this agreement be declared illegal or in conflict with any law, rule, or regulation, the validity of the remaining portion, terms, or provisions shall not be affected thereby. The terms and conditions contained herein constitute the entire agreement of the parties relating to this transaction. The captions at the beginning of sections are used for convenience only and are not to be considered in attempting to construe any part of this agreement.

 

  1. EQUAL OPPORTUNITY EMPLOYER: It is the policy of VFT to recruit, hire, assign, and promote employees on the basis of their qualifications and without discrimination because of race, color, age, sex, religion, national origin, or marital status. It is also VFT’s policy to take actions to employ and advance qualified mentally and physically handicapped individuals, disabled veterans, and Vietnam Era Veterans. As employers/government subcontractors, VFT endeavors to comply with all federal, state, and local laws, Executive Orders, rules, regulations, and ordinances that may be applicable to its performance under this agreement.

 

  1. EXPORT CONTROL: Buyer shall not use, distribute, transfer, or transmit any products, components, or technical information (even if incorporated into other products) provided in connection with this transaction except in compliance with U.S. export laws and regulations (“Export Laws”) Buyer agrees to promptly inform VFT, in writing, of any written authorization issued by the U.S. Department of Commerce office of export licensing to export or re-export any products connected with this transaction. The obligations of this paragraph shall survive the expiration, cancellation, or termination of this transaction for any reason, or any other related agreement.

 

  1. TRANSLATION: This document may be translated into one or more languages; however, the English translation shall be the official version and shall prevail over all other translations. All dollar amounts are United States currency unless specified otherwise. Purchase shall abide by the United States Foreign Corrupt Practices Act of 1997, as amended.