Standard Terms and Conditions
Standard Terms. All orders are subject to the standard terms set forth hereon. Buyer’s acceptance of the standard terms must be without any additions, deletions or other modifications. Any provisions of Buyer’s documents that are different from or additional to the standard terms are objected to and rejected and shall be excluded from the agreement unless Van Meter expressly and in writing agrees to their inclusion. Delivery to the Buyer constitutes but is not the sole form of acceptance of the standard terms.
Return Policy. All claims for shortages or errors must be made immediately upon discovery of such claim, must be in writing and must specify with particularity the nonconformity. Returns require prior written authorization from Van Meter, and no credit will be allowed for goods returned without prior written authorization from Van Meter. Special orders are non-returnable and non-refundable.
Fees for Past-Due Invoices, Restocking and Collections. Any amount payable by the Buyer under this invoice and not paid when due will bear interest, payable on demand until such past-due amount is paid in full at the rate of 18% per annum. A 15% restocking fee will be assessed on all returned stock material. Buyer agrees to pay all fees, costs and expenses incurred by Van Meter in collecting amounts due, including but not limited to reasonable attorney fees, expert witness fees and deposition expenses.
Excused Performance. Performance by Van Meter is excused when there is any contingency beyond the reasonable control of Van Meter, including but not limited to acts of God, inability to obtain materials or energy on terms considered practical by Van Meter, governmental actions or legislation or labor difficulties that interfere with Van Meter’s distribution of goods.
In the event that Van Meter declares a condition of excused performance, Van Meter may impose temporary surcharges due to sudden increases in Van Meter’s costs for obtaining transportation, fuel or materials. Such surcharges will be added to the Purchase Price to be paid by Buyer.
No Warranty. Van Meter does not manufacture the goods it sells and makes no express warranties thereon and sells the goods AS-IS, WHERE-IS. Van Meter makes no implied warranty of merchantability, fitness for a particular use or condition and hereby disclaims any and all such implied warranties that may arise by operation of law or otherwise.
Limitation of Damages and Remedies. Under no circumstances will Van Meter be liable for any incidental or consequential damages (including without limitation any loss of profits, revenue, business or opportunity, or any loss occasioned by delay in delivery) arising out of this agreement. The Buyer’s sole remedy will be repair or replacement of the goods by Van Meter, or in Van Meter’s sole discretion, return of so much of the purchase price as has been paid for the goods or a credit against the purchase price of goods delivered or to be delivered to Buyer.
Governing Law; Jurisdiction; No Jury Trial. All invoices between Van Meter and Buyer will be governed by and construed in accordance with the laws of the State of Iowa. Buyer agrees that any suit, action or other legal proceeding arising out of or related to the sale of goods by Van Meter to Buyer shall be brought in a court of record in the State of Iowa or in the Courts of the United States of America having jurisdiction over the State of Iowa; consents to the jurisdiction of each such court in any such suit, action or other legal proceeding; and waives any objection which Buyer may have to the venue of any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. IN THE EVENT THAT THE PARTIES MUST LITIGATE ANY PROVISION OF THIS INVOICE, BUYER WAIVES THE RIGHT TO A JURY TRIAL.
Delivery Dates. Stated delivery schedules or dates are good faith estimates only and not a commitment as to delivery on specific dates. Such delivery schedules or dates are approximate and are contingent on product availability, manufacturers’ estimated factory schedules, and certain other conditions prevailing at the time of both receipt of an order and fulfillment of an order. Van Meter will attempt to ship the products within the estimated times reflected on the quotes and tracking reports but will not be liable for any failure to do so. Shipping dates may be extended by reason of non-availability, shortage of materials or supplies, labor, strike, flood, fire, government regulation, explosion, riot, war or other causes beyond Van Meter's control. Van Meter WILL NOT IN ANY EVENT BE LIABLE IN DAMAGES, WHETHER CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHERWISE, FOR ANY DELAY IN SHIPMENT OR DELIVERY. Delay in delivery of any shipment shall not relieve Buyer of its obligations to accept such shipment or any other shipment. If Van Meter learns that they cannot ship within the estimated times, Buyer will be advised on the next tracking report of the new estimated ship date. Van Meter reserves the right to make delivery in installments, unless otherwise expressly stipulated herein. Each such installment shall be separately invoiced and paid for when due, without regard to subsequent deliveries. For items on backorder, Van Meter may ship whenever the products become available without notice to the Buyer.
Quotations. A Quotation may be accepted in writing within 30 days from its date or within the period of time specified in the Quotation, whichever is less. Verbal quotations are only valid on the calendar day they are given unless confirmed with a formal quotation on that calendar day. The Quotation is an offer for the Buyer to purchase. Acceptance of the Quotation is subject to the terms and conditions listed herein. In the event the Buyer’s purchase order, acceptance or other written communication states terms additional to or different from those set out in the Quotation, the terms and conditions of this document shall prevail, and the terms and conditions of the Buyer’s purchase order shall be of no force or effect.
Canceled Orders. The Quotation or any other offer to sell, upon acceptance by the Buyer, may only be canceled or altered with Van Meter’s written consent. In the event that the purchaser cancels an order for any reason, Van Meter shall be paid a reasonable cancellation charge consisting of a percentage of the purchase order price reflecting the percentage of the work performed and material costs incurred by Van Meter prior to the notice of termination, plus actual direct costs resulting from cancellation. Cancellation charges associated with orders for custom products or products specifically manufactured or sourced to Buyer’s specification may equal the actual selling price of the affected products.
Modification. No alteration, variation, modification or waiver of any of these terms and conditions shall be binding on Van Meter unless made in writing and signed by an authorized officer of Van Meter.
Assignment. The Quotation or any offer to sell may not be assigned or transferred by purchaser in whole or in part without Van Meter’s prior written consent, and any assignment, without such consent, shall be void.
