Terms and Conditions of Sale for Valley Bearing Solutions Inc.
Introduction
1. Terms These Terms and Conditions of Sale ("Agreement") are entered into by and between Valley Bearing Solutions Inc. ("Seller") and ("Buyer"). This Agreement outlines the terms and conditions governing the sale of Goods and Services by Valley Bearing Solutions Inc.
Goods and Services The terms "Goods" and "Services" refer to the diverse array of innovative bearing solutions, related components, or specialized services offered for sale by Valley Bearing Solutions Inc. Our product and service range includes, but is not limited to, the following:
1.1. VBS-1000 Series Elevator Door Rollers: These state-of-the-art elevator door rollers are designed to enhance the performance, durability, and sustainability of elevator systems. They are engineered to eliminate the need for traditional lubrication and maintenance, resulting in reduced downtime and operational costs for elevator manufacturers and building owners.
1.2. Custom Bearing Designs: Valley Bearing Solutions Inc. specializes in creating customized bearing solutions tailored to meet the unique needs of our customers. Our engineering team works closely with clients to design and manufacture bearings that address specific challenges, ensuring exceptional performance and reliability.
Valley Bearing Solutions Inc. is driven by a profound commitment to technological progress, environmental responsibility, and the promotion of sustainable practices across industries. It is vital for the Buyer to ensure that these Goods and Services are used in accordance with their intended applications and in strict compliance with all relevant safety guidelines and industry standards.
Orders and Pricing
2. Orders and Pricing
2.1. Orders: All orders for Goods and Services must be submitted in writing, either through Valley Bearing Solutions Inc.'s website, email, or other approved means. Valley Bearing Solutions Inc. reserves the right to accept or reject any order at its discretion.
2.2. Pricing: Prices for Goods and Services are as listed on Valley Bearing Solutions Inc.'s website or as provided in a formal quotation. Prices may be subject to change without notice, but changes will not affect orders already placed and confirmed by Valley Bearing Solutions Inc. Buyer is responsible for all State, Local, and Federal taxes due from sale.
Payment Terms
3. Payment Terms
3.1. Payment: Unless otherwise agreed upon in writing, payment terms shall be net thirty (30) days from the date of the invoice. Amounts not paid when due shall bear interest at the rate of 2% per month (24% per annum) or the highest rate allowed under applicable law, whichever is lower. All payment obligations are absolute and are not subject to counterclaim or setoff. Credit card transactions may be subject to applicable service fees. All payments are to be made in United States dollars unless otherwise explicitly arranged in writing. If Buyer fails to make any payment when due, Valley Bearing Solutions Inc. reserves the right to discontinue shipments. For contracts outside the United States, Valley Bearing Solutions Inc. reserves the right to request that payment be secured by an irrevocable letter of credit or a bank guarantee deemed acceptable to Valley Bearing Solutions Inc. In cases where payment is made via a letter of credit, all costs associated with collection shall be the responsibility of the Buyer. In the unfortunate event that Valley Bearing Solutions Inc. is compelled to initiate legal action to recover delinquent accounts, Buyer hereby agrees to bear the burden of reasonable attorney’s fees and the costs of legal proceedings.
Delivery and Shipping
4. Delivery and Shipping
4.1 Delivery & Packaging:
(a) Estimated Delivery Dates: Delivery and shipment dates provided are approximations and not guaranteed. Valley Bearing Solutions Inc. is not liable for delays in delivery beyond its control.
(b) Partial Shipments: Each partial shipment is treated as an independent contract for the delivered Goods.
(c) Shipment Terms: All shipments are made on a freight collect basis - FOB shipping point. The Seller retains the right to choose transportation methods and routing.
(d) Packaging: The Seller will employ packaging methods it deems suitable to safeguard Goods against standard handling unless specific instructions are furnished by the Buyer and approved by the Seller. Additional charges may be incurred in such cases.
(e) Risk of Loss: The risk of loss will be transferred to the Buyer upon Seller's delivery at the designated shipment point, defined as the Seller's loading dock.
4.2. Shipping Costs: Shipping costs are the responsibility of Buyer unless otherwise agreed upon in writing by Valley Bearing Solutions Inc.
Returns and Refunds
5. Returns and Refunds
5.1. Cancellation of Orders: Buyer acknowledges and agrees that orders approved and accepted by Valley Bearing Solutions Inc. constitute firm commitments and are not subject to cancellation or rescheduling unless approved by the Seller. In the case of non-standard Goods, cancellation may not be possible, and such Goods may not be eligible for return or credit.
5.2. Order Changes or Cancellation: For custom Goods and Services, including custom bearing designs, orders are considered noncancelable. Should Valley Bearing Solutions Inc. choose to accept the cancellation of a purchase order for custom goods or services, the Buyer understands and agrees to pay for any and all costs incurred prior to the acceptance of the cancellation. This may include costs for materials, design, or other expenses related to the order. Valley Bearing Solutions Inc. is dedicated to collaborating with the Buyer in good faith to find equitable solutions when faced with order changes, rescheduling, or cancellation requests.
5.3. Returned Goods: Goods may not be returned without prior authorization from the Seller. Valley Bearing Solutions Inc. is committed to working with the Buyer in good faith to ensure a smooth and transparent process for handling returns and may consider the circumstances surrounding the return. A handling or restocking charge, not to exceed twenty-five percent (25%) of the cost of the returned Goods, may be applied to all goods returned for credit, subject to inspection and approval by Valley Bearing Solutions Inc. Goods eligible for credit must be returned within five (5) days after receipt and must be accompanied by a valid Return Authorization Number issued by Valley Bearing Solutions Inc. Please note that custom items, special order merchandise, and all non-standard materials are not eligible for refunds or credit.
6. Product and Service Warranty
6.1. Warranty and Disclaimer: Valley Bearing Solutions Inc. assures its original customer that the Goods and components, including custom bearing designs, will be free from material and workmanship defects for a period of two (2) years from the date of delivery. However, it is the responsibility of the Buyer to promptly inspect the Goods upon receipt and to provide written notice of any defects to Valley Bearing Solutions Inc. within 90 days of delivery. This warranty is transferrable to subsequent end-users who acquire the Goods from the original Buyer, provided that the subsequent end-user complies with all the terms and conditions of this Agreement. Valley Bearing Solutions Inc.'s responsibility for any breach of this warranty and the sole remedy for the customer is limited to the correction or re-execution of Goods by Valley Bearing Solutions Inc., all at no additional cost.
6.2. Disclaimer and Limitation: The warranties, remedies, and disclaimers as explained above are exclusive and replace all other warranties, whether explicit or implied, including statutory warranties and fitness for a specific purpose. All such warranties are expressly disavowed and omitted. Under no circumstances shall Valley Bearing Solutions Inc. be liable for special, incidental, or consequential damages of any kind, regardless of their origin.
Limitation of Liability
7. Limitation of Liability: To the maximum extent permitted by law, Valley Bearing Solutions Inc.'s liability for any claim arising from this Agreement, including claims related to Goods, shall be limited to the purchase price of the Goods in question. Valley Bearing Solutions Inc. shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or business interruption.
Intellectual Property
8. Intellectual Property
8.1. Ownership: Valley Bearing Solutions Inc. retains all intellectual property rights related to its Goods and Services, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary information. No rights to intellectual property are transferred to the Buyer except as expressly agreed upon in writing.
8.2. Use of Intellectual Property: The Buyer agrees not to reverse engineer, reproduce, or use Valley Bearing Solutions Inc.'s intellectual property in any manner that infringes upon or compromises the confidentiality and ownership rights of Valley Bearing Solutions Inc.
8.3. Confidentiality: The Buyer acknowledges that any non-public information or data received from Valley Bearing Solutions Inc. regarding Goods, Services, or intellectual property is considered confidential. The Buyer agrees not to disclose or use this information for any purpose other than what is directly related to the purchase and use of Goods or Services.
8.4. Infringement: In the event that the Buyer becomes aware of any infringement, unauthorized use, or misappropriation of Valley Bearing Solutions Inc.'s intellectual property, the Buyer agrees to promptly notify Valley Bearing Solutions Inc. and cooperate in taking appropriate legal actions.
8.5. Indemnification: The Buyer shall indemnify and hold Valley Bearing Solutions Inc. harmless from any claims, damages, or losses resulting from the Buyer's unauthorized use, misuse, or infringement upon Valley Bearing Solutions Inc.'s intellectual property.
Governing Law and Venue
9. Governing Law and Venue
9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
9.2. Exclusive Jurisdiction: Any disputes, claims, or controversies arising from or relating to this Agreement, its interpretation, performance, or breach, including tort claims, shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.
9.3. Consent to Jurisdiction and Venue: The parties expressly consent to the personal jurisdiction of and venue in the courts located in Los Angeles County, California, for the resolution of any such disputes, claims, or controversies, and they waive any objection to such jurisdiction or venue based on convenience or otherwise.
9.4. Efficient Dispute Resolution: This choice of governing law and venue for litigation is made with the intent to provide a practical and efficient forum for the resolution of disputes, allowing for the expeditious and cost-effective handling of any legal matters related to this Agreement.
Fitness for a Particular Purpose
10. Fitness for a Particular Purpose: Valley Bearing Solutions Inc. warrants that its Goods are fit for the particular purpose for which they are intended, as specified in the product documentation or as mutually agreed upon in writing by Valley Bearing Solutions Inc. However, it is the responsibility of the Buyer to ensure that the Goods are suitable for the Buyer's intended application. Valley Bearing Solutions Inc. does not warrant the fitness of its Goods for any other purpose, and any use beyond the specified purpose is at the Buyer's own risk. Buyer expressly acknowledges that the bearings supplied by Valley Bearing Solutions Inc. are designed as self-lubricating bearings and do not require additional lubrication for proper operation.
Additional Provisions
11. Additional Provisions
11.1. Exhibit A - Price Proposal or Quotation Reference: This Agreement may be supplemented by Exhibit A, attached hereto, which contains the detailed pricing proposal or quotation for the Goods and services specified herein. Any terms, conditions, and pricing details outlined in Exhibit A shall be considered an integral part of this Agreement. In the event of any discrepancies between the terms and conditions outlined in this Agreement and those set forth in Exhibit A, the terms of Exhibit A shall prevail.
11.2. Dispute Resolution Mechanism: In the event of any dispute arising from or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations within a reasonable time.
11.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
11.4. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
11.5. Termination or Suspension: Either party may terminate or suspend this Agreement upon written notice in the event of a material breach by the other party pertaining to services or recurring orders. The termination or suspension shall become effective 30 days after the written notice is provided unless the breach is cured within that period.
11.6. Indemnification (Product Liability): The Buyer shall indemnify and hold Valley Bearing Solutions Inc. harmless from any claims, damages, or losses resulting from product liability claims or issues related to the use or application of the Goods provided under this Agreement.
11.7. Confidentiality (General): The parties agree that any non-public information or data received from the other party regarding Goods, Services, or intellectual property, which is not in the public domain, is considered confidential. The parties shall not disclose or use this information for any purpose other than what is directly related to the purchase and use of Goods or Services.
By entering into this Agreement, the Buyer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions of Sale. Buyer expressly acknowledges and agrees that these Terms and Conditions of Sale are subject to change by Valley Bearing Solutions Inc.