Terms & Conditions of Sale
M. Vincent & Associates, Inc. ("Seller")
1. Conditions and Limitations
- By placing an order with M. Vincent & Associates, Inc. ("Seller"), the Buyer acknowledges and agrees to be bound by the terms and conditions outlined herein.
- These terms and conditions shall apply to all sales transactions conducted by M. Vincent & Associates, Inc., regardless of the Buyer's own terms of purchase. There are no exceptions unless explicitly agreed upon in writing by both parties.
- M. Vincent & Associates, Inc. reserves the right to modify or update these terms and conditions at any time, and the updated policy will be applicable to all subsequent orders.
2. Order Acceptance
- All orders placed with Seller are subject to acceptance and confirmation by our sales department.
- Seller reserves the right to refuse any order, at its sole discretion, without providing any reason.
- The order acceptance is deemed complete once Seller provides written confirmation to the customer.
- If Buyer has provided an order without any offer having previously been made by Seller, any contract shall be deemed to have been entered into only when Seller has dispatched a written acknowledgment of the order. Price and quantity will be communicated by Seller to Buyer through written acknowledgment.
3. Payment Terms
- Unless previously agreed to by Seller, and contingent upon credit approval, payment terms are 1%10 NET 30 days from date of invoice.
- Payment shall be made in the currency specified on the invoice and in the method agreed upon between Seller and Buyer
- Credit cards will be preauthorized for the estimated total invoice, including estimated shipping costs, at the time of order acceptance. Actual charges will be made to the card upon shipment, and for the final invoice amount. In no event are credit cards eligible for early payment discount.
- Seller reserves the right to charge interest on overdue payments at a rate of 1.5% per month or the maximum allowed by law, whichever is lower.
- In the event of non-payment, Seller may suspend further deliveries or cancel any outstanding orders, without liability for any resulting damages or losses to the customer.
- The customer shall be responsible for any costs incurred by M. Vincent & Associates, Inc. in collecting overdue payments, including but not limited to legal fees, collection agency fees, and court costs.
4. Order Cancellation or Modification
- Any request for order cancellation or modification must be made in writing and sent to Seller and is subject to written agreement by Seller.
- Seller reserves the right to charge a cancellation fee for any order cancelled or modified. This fee will be determined by Seller and will include any expenses already incurred, commitments made by Seller to suppliers and subcontractors, administrative costs, and profits.
- If Seller has already processed or shipped the order, cancellation may not be possible, and the customer will be responsible for any applicable shipping and restocking fees.
- Orders requesting or requiring a change to material dimensions or mechanical properties are non-cancellable after processing of product has begun.
5. Delivery
- Terms of shipment are FOB Seller's facility.
- Risk of loss shall pass to Buyer when Goods are loaded to a carrier at Seller's facility, regardless of conditions of delivery including, but not limited to, collect to customer account, pre-pay and add, or any other arrangement made between Buyer and Seller.
- Seller shall not be responsible for any damage, loss or expense resulting from any action or omission occurring during, or attributable to, transportation.
- Shipping dates are estimated, and Seller is not liable for delays beyond scheduled date.
6. Inspection; Complaints
- Buyer shall inspect the Goods upon delivery. Failure of Buyer to inspect the Goods and notify Seller of faults or shortages within 5 (five) days after the Goods have been delivered shall act as a complete waiver of Buyer's rights with respect to any claims against Seller.
- Complaints regarding any faults in the Goods shall be made in writing, specifying the nature and extent of the fault in reasonable detail.
- In the event of damage to product or packaging during transport, photographic evidence of damage to packaging materials and contents is required at time of complaint.
7. Returns
- Returned Goods must be authorized by Seller in advance and a Returned Goods Authorization number must accompany all returns. Any returns not following these requirements will be refused acceptance on delivery.
8. Warranty and Limitations
- Seller makes no warranties, expressed or implied, regarding the products sold, except as otherwise explicitly stated in writing.
- Buyer assumes all responsibility regarding suitability for use of products Buyer purchases from Seller.
- Seller shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use or inability to use the products.
- Seller shall not, under any circumstances, be held liable for any indirect, special, incidental, or consequential damages (including, but not limited to, loss of profits) arising from any claim, regardless of the legal basis such as tort, warranty, contract, or any other legal theory. Even if Seller has been advised of the possibility of such damages, the total liability of Seller to Buyer shall never exceed the amount paid by Buyer to Seller under the contract for the purchase of goods.
9. Taxes
- Pricing: The prices quoted by the Seller do not include any federal, state, or local sales, use, excise, or similar taxes unless explicitly stated otherwise.
- Tax Payment Responsibility: In addition to the agreed price, the Buyer shall be responsible for paying any applicable present or future sales, use, excise, or similar taxes associated with the sale of the goods under this agreement. Likewise, if such taxes apply to the use of the goods by the Seller or the Buyer, the Buyer shall assume responsibility for their payment.
- Tax Exemption Certificate: Alternatively, the Buyer may provide the Seller with a valid and acceptable tax exemption certificate issued by the relevant tax authorities in lieu of paying the taxes. The Seller reserves the right to determine the acceptability of the provided tax exemption certificate.
- Buyer acknowledges and agrees that any taxes not included in the Seller's prices shall be the responsibility of the Buyer, unless a valid tax exemption certificate is provided and accepted by the Seller.
10. Indemnification
- Buyer agrees to indemnify and hold harmless Seller, its officers, agents, employees, and authorized representatives from and against all costs or damages arising out of or related to any claim or lawsuit alleging personal injury or death to any person which may result from or arise in connection with its use of Goods.
11. Force Majeure
- Seller shall not be held liable for any failure or delay in the performance of obligations under this agreement if such failure or delay is due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, governmental actions, supplier or transportation disruptions, pandemic, or any other event commonly referred to as "Force Majeure."
- Where a Force Majeure event occurs, Seller shall give Buyer notice as reasonably practicable.
- During the period of the Force Majeure event, Seller's obligations under this agreement shall be suspended to the extent directly affected by the event. The time for performance of those obligations shall be extended for a period equal to the duration of the Force Majeure event.
- If the Force Majeure event continues for a period exceeding 90 days either party may terminate this agreement by providing written notice to the other party, without incurring any liability or penalty.
- In the event of termination due to a prolonged Force Majeure event, any payments made for undelivered goods shall be promptly refunded to the Buyer, and neither party shall have any further obligations under this agreement, except for any obligations that expressly survive termination.
12. Infringement of Rights of Third Parties
- If the Goods are manufactured based on drawings, models, prototypes, or any other documentation provided by the Buyer, the Buyer shall indemnify the Seller against any claims or liabilities arising from the use and manufacture of such materials. This includes, but is not limited to, claims of infringement of third-party rights, such as patents, copyrights, or trademarks. The Buyer shall be responsible for any costs, damages, or legal expenses incurred by the Seller as a result of such claims.
13. Assignment
- This contract may not be assigned, in whole or in part, by either party except with the prior written consent of the other party, except that Seller may assign any of its rights to receive any payment from Buyer hereunder, and Seller may subcontract the performance of any of its obligations under the contract.
14. Entire Agreement
- This acknowledgment represents the entire agreement between the parties with respect to the Goods and supersedes all prior discussions or understandings between them.
15. Applicable Law
- The contract shall be governed by the laws of the State of Minnesota.
16. Disputes
- Any disputes between the parties shall be settled by a court of competent jurisdiction in Hennepin County, Minnesota.
-ALL PRINTED COPIES OF THIS DOCUMENTED ARE UNCONTROLLED. REFER TO VINCENTMETALS.COM FOR CURRENT TERMS AND CONDITIONS-
