Terms and Conditions
Offer and Contract
No offer or contract shall be binding upon VKF Renzel USA, Corp. (the
“Seller”) except by issuance of the Seller’s printed acknowledgment form.
Acceptance by Seller of buyer’s (the “Buyer”) order is expressly made
conditional on assent of these terms and conditions (the “Terms and
Conditions”), either by written acknowledgment or by conduct of Buyer
that recognizes the existence of a contract with respect to the products
(the “Products”) and services described on Seller’s acknowledgment. No
additional or different terms or conditions will be binding upon Seller
unless specifically agreed to in writing; failure of Seller to object to
conditions contained in any other writing or other communication from
Buyer shall not be construed as a waiver of these Terms and Conditions nor
acceptance of any such other provisions. These Terms and Conditions also
serve as notice of Seller’s objection to and rejection of any terms and
conditions of purchase or sale included in Buyer’s order or other writing
that are different from or additional to these Terms and Conditions.
Paragraph headings herein are for convenience only and are not to be
considered in interpreting any of the provisions herein.
Delivery and Risk of Loss and Licenses
Suspension and Cancellation
Delivery of the Products to a common carrier at Seller’s principal place
of business or at any other point, if so agreed to by the parties in writing,
shall constitute delivery to Buyer (“Delivery”), and regardless of shipping
terms or freight payment, all risk of loss or damage in transit shall upon
Delivery, shift to Buyer. If Buyer is responsible for any shipment delay,
Seller’s written notification to Buyer that the Products ordered hereunder
are ready for shipping shall constitute Delivery to Buyer, and all further
risk of loss or damage as well as all costs for handling, transportation and
storage shall be borne by Buyer.
Seller shall not be liable for any damages as a result of any delay or
failure to deliver due to any cause beyond Seller’s reasonable control,
including without limitation, any act of God, act of Buyer, embargo or other
governmental act, regulation or request, fire, accident, strike, slowdown,
war, riot, delay in transportation or inability to obtain necessary labor,
materials or manufacturing facilities.
It is Buyer’s sole responsibility to pay for and to obtain any
governmental or other licenses, certificates or documentation as may be
Overrun or underrun of ten percent (10%) in filling orders shall
constitute full compliance with all orders accepted by Seller.
If Buyer shall omit delivery instructions or instructions concerning
work commencement or shall fail to accept Delivery or allow work to be
done or shall fail to make any payment when it becomes due or shall
commit any other breach of contract, or if Buyer shall enter into any
composition or arrangement with its creditors or if any distress or
execution is levied upon any goods or property of Buyer, or if Buyer shall
commit any act of bankruptcy or, if a corporation, a receiver shall be
appointed of the whole or any part of
its undertaking or assets or if Buyer shall pass a resolution for winding up
or if a Court shall make an order to that effect or if Buyer shall have a
receiving order made against it, then at Seller’s sole option Seller may defer
or cancel any further deliveries or services and treat the Contract or any
other contract between Seller and Buyer as terminated, but such
termination shall be without prejudice to Seller’s right to any unpaid price
for goods or materials delivered or cost of work done under the Contract
and to damages for loss suffered in consequence of such termination.
If Seller shall be prevented from delivering goods or materials or
performing work in accordance with the Contract as a result of delay or
default on the part of Buyer or any other reason beyond Seller’s reasonable
control Seller shall be entitled to reschedule the Delivery or performance
date or dates as it shall reasonably require.
Buyer may not cancel or terminate any orders accepted by Seller in
accordance with Article I hereof, except with Seller’s prior written consent
and then only upon such terms as shall be acceptable to Seller, in its sole
discretion. Upon such consent, the following payments shall become due
to the Seller.
Authorized return shipments must be returned in good order and
condition to Seller’s principal place of business, unless otherwise specified
by Seller, must be accompanied by a RMA number issued by the seller,
packaging slip, and must have transportation and insurance charges
prepaid. Buyer agrees to pay Seller a restocking fee of twenty-five percent
(25%) of the original purchase price for any return shipments authorized
by Seller. Buyer shall receive a credit for the purchase price, less any
amount due to Seller for the aforementioned restocking fee, for any
authorized return shipments, provided that any goods are returned to
Seller in good order and resellable condition as determined by Seller in its
The original purchase price shall apply for all Products completed or
services performed at the time of receipt of Buyer’s request for
For work in progress, order entry expenses, engineering and design
process expenses and any material and suppliers procured by the Seller or
for which the Seller is committed in connection with the Buyer’s order a
sum equal to the actual cost thereof together with overhead expenses
determined by the Seller in accordance with generally accepted accounting
principles plus ten percent (10%) of the original purchase price.s
Seller reserves the right to revise and discontinue Products at any time and
without prior notice. Seller will ship Products that have the same or similar
functionality and performance of the Products ordered, but changes,
including but not limited to changes with regard to color, construction,
measurements and weight, due to technical requirements between what is
shipped and what is described in specification sheets, catalogs, brochures
or the like, are possible and shall not constitute a defect in the Product or
noncompliance on the part of the Seller.
Prices and Payment
Taxes and Other Charges
The quoted price is F.O.B. Seller’s principal place of business or the
location of shipment, whichever is applicable unless otherwise agreed upon
An amount equivalent to the current applicable surcharge will be
added to orders not totaling one hundred U.S. Dollars ($100) before
shipping and handling.
The quoted price of the Products does not include duty, tariffs, taxes,
freight costs, palletization or similar charges which shall be borne by
Buyer, unless otherwise agreed upon in writing. All prices are subject to
change prior to Seller’s issuance of an acceptance form. For all prices,
products, and services Seller reserves the right to make adjustments due to
changing market conditions, product discontinuation, or other extenuating
Buyer shall be responsible for any palletization, insurance and
shipping charges of shipments of the Products and Buyer shall reimburse
Seller for any such charges paid by Seller, unless otherwise agreed upon in
Seller reserves the right to demand a down payment of the purchase
price for customized orders.
Seller reserves the right to make deliveries in installments. All such
installments shall be separately invoiced and paid for when due, without
regard to subsequent deliveries.
Overdue amounts shall bear a delinquency charge of interest at
eighteen percent (18%) per annum or the maximum rate permitted by law.
The interest rate is subject to change at Seller’s discretion.
Taxes and Other Charges
Any manufacturer’s tax, occupation tax, use tax, sales tax, exise tax, duty
custom, inspection or testing fee or charge of any nature whatsoever
imposed by any governmental authority, domestic or foreign, on or
measured by the transaction between Seller and Buyer shall be paid by
Buyer in addition to the price quoted or invoiced. In the event that Seller
is required to pay any such tax, fee or charge, Buyer shall reimburse Seller
therefore unless otherwise agreed upon in writing.
Warranty Claims, Inspection, and Waiver of Defects
All Products are sold without a warranty of any kind.
Any description or representation of the Products whether in writing
or made orally by Seller or Seller’s agents, specifications, samples, models,
bulletins, drawings, diagrams, engineering sheets, or similar materials used
in connection with Buyer’s order are for the sole purpose of identifying the
Products and shall not be construed as an express warranty. Any
suggestions by Seller or Seller’s agents regarding use, application or
suitability of the Products shall not be construed as an express warranty
unless confirmed to be such in writing by Seller. Performance figures and
specifications by Seller are estimates only and are not warranties, unless
expressly stated otherwise.
The warranty expressed herein shall be in lieu of any other warranties,
expressed or implied, including, without limitation, any implied warranty of
merchantability or fitness for a particular purpose, and is in lieu of any and
all other obligations or liability on seller’s part.
Limitation of Liability
Written notice of any alleged defect must be presented to Seller within
five (5) days after its discovery, and Seller must be allowed to inspect the
Products while they are in the alleged defective condition. Use of the
Products must be suspended until written clearance is issued by Seller for
continued use, provided that Seller, upon receipt of written notice of an
alleged defect, proceeds without unreasonable delay to remedy any defect
coming within the warranty.
Buyer shall inspect all Products immediately upon their arrival and
shall give written notice to Seller within five (5) days after receipt of the
Products of any claim that the Products do not conform to the terms of the
contract. Seller shall have reasonable access to inspect any allegedly
Buyer waives any right to assert any claim against Seller arising from
any nonconformity of the Products sold hereunder which would have been
observable on reasonable inspection or testing within thirty (30) days
Except as otherwise agreed in writing, Seller’s liability with respect to
the Products shall be limited to the warranty provided in Articles VII. and
VIII. hereof, and shall be limited to the contract price.
Seller shall not be subject to any other obligations or liabilities,
whether arising out of breach or contract, warranty, tort (including
negligence and strict liability), or other theories of law, with respect to the
products sold or service rendered by sellers, or undertakings, acts or
omissions relating thereto. Under no circumstances will seller be liable for
any incidental or consequential damages, or for any other loss, damage or
expense of any kind, including loss of profits, arising in connection with
the contract or with the use or liability to use seller’s products furnished
under this contract.
Without limiting the generality of the foregoing Seller specifically
disclaims any liability for property or personal injury damages, penalties,
special or punitive damages for lost profits or revenues, loss of use of the
Products or any associated equipment, cost of capital, cost of repairs to the
Products subject to Seller’s warranty performed by persons other than
Seller without Seller’s prior written consent, cost of substitute Products,
facilities or services, downtime or slowdown costs or for any other types of
economic loss, and for claims of Buyer’s customers or any third party for
any such damages. Seller disclaims any liability for any claim, whether in
contract or in tort, which arose more than two (2) years prior to the
initiation of arbitration or litigation by Buyer against Seller.
Buyer hereby grants to seller a security interest in the products sold
hereunder to secure payment of the purchase price of such products and
agrees, and appoints seller its agent, to take all such action and to execute
all such documents and instruments as may be necessary or reasonably
requested by seller to perfect and continue seller’s security interest
Remedies for Breach
All drawings, photos, diagrams, specifications, and other information
furnished by Seller is proprietary to Seller and confidential. Such
information has been developed at substantial expense and contains trade
secrets that are the exclusive property of Seller. Buyer may not reproduce
or distribute, in whole or in part, such information except to such of
Buyer’s employees who are required to have such information in order to
perform their duties and agree, in writing, to keep such information
confidential. All such information supplied by Seller except for information
that (a) was generally available to the Buyer from public or published
sources, provided publication did not take place in violation of these Terms
and Conditions or through fault or omission of the Buyer, (b) was lawfully
obtained from a source under no obligation of confidentiality, directly or
indirectly, to either the Buyer or the Seller, or (c) was disclosed to the
general public with the written approval of the Seller shall be received in
confidence, and Buyer shall exercise due diligence and reasonable care to
hold such information in confidence.
This section shall survive the termination or expiration of these
Terms and Conditions.
Buyer understands and agrees that the Seller will not have adequate
remedy at law for the material breach or threatened breach by Buyer, or its,
agents, employees, representatives or subcontractors, of any one or more of
the covenants set forth in Article XI of these Terms and Conditions. Buyer
further agrees that in the event of any such material breach or threatened
breach, the Seller may, in addition to (but not in substitution for) the other
remedies which may be available to it either at law or in equity, file suit in
equity to enjoin the Buyer from the breach of or threatened breach of said
If at any time any one or more of the provisions of these Terms and
Conditions become invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions of these Terms and
Conditions shall not be in any way impaired.
All disputes arising under this Contract shall be settled by final and
binding arbitration in the State of Illinois in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then
in effect. An arbitrator will be selected by the seller. The award by the
arbitrator or arbitrators shall be final and judgement upon the award
rendered may be entered in any court having jurisdiction thereof.
This Agreement and any sales hereunder shall be construed in accordance
with and governed by the laws of the state of Illinois, without regard to its
conflicts of law rules.
These Terms and Conditions of Sale and Seller’s acceptance form
the complete and exclusive statement of the agreement between the
parties hereto. It supersedes all prior written and oral statements,
including prior representations, statements, conditions, or warranties.