VERMON NDT GENERAL SALES CONDITIONS

These General Sales Conditions have been updated as of March 2023.

 

The following terms and conditions will apply to all sales of products manufactured or distributed by VERMON NDT, LLC, a South Carolina limited liability company or its affiliates (collectively, “Vermon”) to a buyer and/or any and all agents of a buyer (collectively, “Buyer”) in whatever manner or form Buyer is identified in a purchaser order, invoice, agreement, contract, or other document evidencing a sale or transfer of products from Vermon (each a “PO”).

 

  1. Acceptance of Purchase Order. By validating electronically its PO, the Buyer declares having accepted the entirety of the present General Sales Conditions.

Any PO submitted by Buyer to Vermon, whether or not Vermon’s standard form of agreement is used, will be deemed to be an irrevocable offer by Buyer to purchase the products described in such PO. Any acceptance by Vermon of a PO, and all terms and prices contained in such PO, will be subject to these terms and conditions, together with any final written proposal provided by Vermon, which will be deemed incorporated by reference into these terms. Any other additions to or modifications of these standard terms and conditions will not be effective unless expressly accepted by Vermon and Buyer in writing.

 

  1. Minor deviations. The images and colors of the products offered for sale on Vermon’s website may differ from actual product due to multiple factors including, but not limited to, Buyer's terminal screen and photographic filters. Buyer acknowledges and accepts that minor deviations in color will not constitute a defect of conformity of the products

 

  1. Payment. Except specific payments terms agreed, following provisions apply. Payment for products purchased from Vermon is due in full when the PO is placed. Buyer will pay Vermon via electronic fund transfer. If there is a stock shortage at the time a PO is placed, Vermon may immediately reject the PO or Vermon may seek approval from Buyer for sale of the product with a new delivery date. If Buyer does not agree to the new delivery date, then the PO will be rejected.

 

  1. Taxes. Except in special cases explicitly specified, prices quoted by Vermon include taxes or other similar charges or levies of any kind, including, without limitation, federal, state, or local sales, use, excise, transit  or  similar  taxes; and  include  costs  of shipment  or  storage,  including,  without  limitation, insurance, transportation, inspection, or special preparation or packing for shipping, or costs of installation, repair, maintenance, or servicing (except  as  may  be  provided  under any  separate written agreement between Buyer and Vermon).

Buyer will be liable for and will pay directly all such taxes, present, or future, and all such costs applicable to the sale, shipment, and delivery and use of the products sold by Vermon with any such PO.

 

  1. Shipp Shipping costs are calculated according to the destination of the products. Shipping costs are displayed directly at the time of payment. Any deviation to the stated shipping location after acceptance of the PO will result in additional charges to Buyer.

 

 

  1. Returns. Buyer must check all products upon delivery and immediately report to Vermon any issues regarding damage or lack of conformity of the products to the PO requirements. If no delivery is made and Buyer does not notify Vermon within six (6) months of the scheduled delivery date, then no refund will be due to Buyer. Buyer may return new unopened products within thirty (30) days of delivery for a refund, but no product may be returned without Vermon’s prior issuance of a Return Material Authorization (“RMA”) number.  The RMA number must appear on all packages returned to Vermon and referred to in all related correspondence.

 

  1. Shipping and Risk of Loss. Except for particular cases explicitly specified, the shipping time for orders is ten (10) working days after receipt of payment. Vermon makes deliveries from the USA to worldwide locations except in special cases like restricted destinations.

 

  1. Intellectual Property. Any and all intellectual property associated with the products sold under the PO is the result of the cumulative work of Vermon and represents years of research and development.  Except for the right to use the products in accordance with the purposes for which they were intended, no other right, license or grant is made or implied to Buyer unless otherwise expressly agreed in writing by the parties.

 

  1. Cancellations. Vermon may cancel a PO at any time without penalty or other liability if it reasonably determines that it is unable to meet the requirements of the PO.

 

  1. Delivery/Shipments. Packaging requirements will be determined by Vermon in its sole discretion.  All shipments will be directed to the location described in the PO.  Vermon will select the mode which in its estimate provides the lowest reasonable transportation cost.  Vermon may choose to insure any shipments with the carrier and pass the costs of such insurance along to Buyer.

 

  1. Specifications. Buyer will verify that the product available on the website meets Buyer's needs. Products available on Vermon's website are not customized. If Buyer wishes to obtain customized products, Buyer acknowledges that Buyer must make special order arrangements directly with Vermon.

 

  1. Restrictions. Buyer will not cause or permit the modification, distribution, reverse engineering, decompilation, disassembly, or other translation of any products or integrated software sold to it pursuant to any PO.  Buyer will not alter, change, or remove from such products any identification or markings, including, patent, or copyright notices and trademarks.

 

  1. Inspection and Acceptance. Buyer shall inspect each of the products delivered pursuant to a PO within thirty (30) days of delivery.  If Buyer fails to notify Vermon of any defect, deficiency, omission, or nonconforming delivery with respect to equipment or other products delivered to Buyer within such thirty (30) day period following delivery, Buyer will be deemed to have unconditionally accepted delivery of each such product.

 

  1. Safety Disclaimer. By accepting delivery and utilizing the products provided pursuant to any PO, Buyer acknowledges and accepts all the safety information provided by Vermon and accepts Vermon’s disclaimer of any and all liability for personal injuries associated with the use of such products.  Buyer agrees not to hold Vermon liable for any injuries that occur in the operation, maintenance, use, or possession of the products provided pursuant to a PO.  Buyer will instruct all its employees and other operators of such products to exercise extreme caution when using such products and will undertake no efforts at repair or modification of such products without the prior consent and direction of Vermon.

 

  1. Indemnification.

 

  • Vermon will indemnify, protect, defend and hold harmless Buyer, it’s officers, employees, stockholders, successors and assigns with respect to any claim, suit, action or judgment of any kind that any products provided to Buyer under a PO infringe any United States patent issued or any copyright or trade secret arising under the laws of any jurisdiction (an “IP Action”); provided that Vermon will be relieved of the foregoing obligations unless Buyer: (a) gives Vermon prompt written notice of each such claim; (b) tenders to Vermon sole control of the defense or settlement of each such IP Action; and (c) cooperates with Vermon in defending or settling each such IP Action. If Vermon receives notice of an allegation that any products infringe or misappropriate a third party’s intellectual property rights, or if Buyer’s use of the same is prohibited by permanent injunction of a court of competent jurisdiction as a result of such an infringement or misappropriation, Vermon may, at its sole option and expense: (a) procure for Buyer the right to continue using such products as provided hereunder; (b) modify such products so that they are no longer infringing; (c) replace the products with other products of equal or superior functional capability; or (d) refund all amounts paid by Buyer for such products.

 

  • THE RIGHTS GRANTED TO BUYER UNDER SECTION 15(a) WILL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND VERMON’S SOLE OBLIGATION FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. VERMON WILL HAVE NO LIABILITY, INCLUDING UNDER SECTION 15(a), TO THE EXTENT ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION IS BASED UPON OR ARISES OUT OF: (A) ANY PRODUCT MODIFIED WITHOUT THE APPROVAL OF VERMON; (B); (C) PRODUCTS DEVELOPED OR MODIFIED IN COMPLIANCE WITH BUYER’S WRITTEN DESIGN REQUIREMENTS OR SPECIFICATIONS; OR (D).

 

  • Except as provided in Section 15(a), Buyer assumes all liability of any nature whatsoever arising out of the use or possession of all products provided under a PO and agrees to indemnify, protect, defend and hold harmless Vermon, it’s officers, employees, stockholders, successors and assigns with respect to any claim, suit, action or judgment of any kind arising out of the installation, operation, maintenance, use or possession of the products provided pursuant to any PO and any expenses related thereto including attorneys’ fees and costs.

 

  1. WARRANTIES; DISCLAIMER. Vermon warrants that all products produced by Vermon will, for a period of one (1) year from Vermon delivery of such unit, be free from defects in materials and workmanship and will conform to its written specifications provided by Vermon.  This warranty does not cover deviations of the products from advertising pictures, or defects or failure caused by improper handling, storage, maintenance, or repair or by any modification, abuse, or abnormal use of such products after delivery by Vermon. For any products produced by a third party and distributed by Vermon, Vermon will, as permitted by the third party, pass through any applicable warranties directly to Buyer and Vermon will have no further obligations to Buyer with respect to such products.  THE FOREGOING LIMITED WARRANTIES WITH RESPECT TO PRODUCTS ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY OR PERFORMANCE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS OF SAID EQUIPMENT AND PRODUCTS FOR ANY PARTICULAR PURPOSE.  VERMON HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY PRODUCTS SUPPLIED BY VERMON WITH RESPECT TO INSTALLATION IN ANY PARTICULAR SYSTEM OR WITH RESPECT TO ANY OTHER CLAIM.  Vermon does not authorize any person or entity (including, without limitation, Vermon agents and employees) to make any representations (verbal or written) contrary to the terms of this limited warranty or its exclusions.  Such terms of this limited warranty and its exclusions can only be effectively modified in writing and only by the President of Vermon.  Unless the parties agree that time is of the essence in any PO, and delivery times in a PO are only specified for estimated informational purposes.

 

  1. WARRANTY CLAIMS. If Buyer believes that any products warranted by Vermon are defective, then Buyer must obtain an RMA number from Vermon prior to shipment of such defective products back to Vermon. The RMA number must appear on all packages returned to Vermon and be referred to in all related correspondence.  Return shipment of the damaged products will be at Buyer’s expense, and such products will not be returned, repaired, or discarded without Vermon’s written consent.  Returned products will be subject to inspection and final determination as to whether or not any adjustment is due. If the inspection shows that the warranty in Section 16 for the products has been breached, then Buyer’s exclusive remedy against Vermon, and Vermon’s sole obligation, for any and all claims (whether for breach of warranty, breach of contract, tort (including negligence and strict liability) or otherwise) will be limited to, at Vermon’s option, repairing or replacing the defective good or refunding the purchase price of such defective good.  Such repair, replacement, or refund is the sole remedy with respect to defective products.  Refunds may be applied against Buyer’s open balances at Vermon’s sole discretion.  Vermon will not have any liability for damages in an amount exceeding the purchase price of the related defective products nor will Vermon have any liability for incidental or consequential damages.  The foregoing remedies (repair, replacement or refund) are Buyer’s sole and exclusive remedies with respect to all warranty claims on defective products (including any express warranties and/or under any implied warranties not negated by these terms and conditions).  Warranty claims must be made within the warranty period or are forever waived. The provisions of this Section limiting remedies to repair, replacement, or refund and limiting liability and excluding consequential or incidental damages are independent provisions and any determination that any such limitation of remedies fails of its essential purpose or any other determination that any of the aforementioned provisions are unenforceable, will not be construed to make any other provision of these terms and conditions unenforceable.

 

  1. DAMAGES AND LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO THE PROVISION OF ANY PRODUCTS TO BUYER UNDER ANY PO, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF BUYER GOODWILL, ATTORNEYS’ FEES, DAMAGE TO BUSINESS OR BUSINESS RELATIONS, LOSS OF USE OF EQUIPMENT, COST OF CAPITAL, CLAIMS BY CLIENTS OR CUSTOMERS OF EITHER PARTY, OR DAMAGES FOR ECONOMIC LOSSES OR PROPERTY DAMAGE ARISING FROM, CONNECTED WITH OR RELATING TO THE OTHER PARTY’S ACTS OR OMISSIONS, WHETHER UNDER NEGLIGENCE, STRICT LIABILITY, ENTERPRISE LIABILITY OR OTHER PRODUCT LIABILITY THEORIES. VERMON’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT PAID TO VERMON PURSUANT TO A PO.  ANY ACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS FURNISHED BY VERMON MUST BE BROUGHT BY BUYER WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OR THE APPLICABLE STATUTORY PERIOD, WHICHEVER IS SHORTER.

 

  1. Integration. These terms, together with any PO, constitutes the entire understanding between the parties with respect to the subject matter of these terms and supersedes any prior discussions, negotiations, agreements, and understandings.

 

  1. Force Majeure. Vermon will not be deemed to be in default or otherwise responsible for delays or failures in performance resulting from acts of God, acts of war or civil disturbance, epidemics, governmental action or inaction, fires, earthquakes, unavailability of labor, materials, power or communication, or other causes beyond Vermon’s reasonable control.

 

  1. Choice of Law. All POs accepted by Vermon will be deemed entered into within the State Pennsylvania (U.S.A.), and the validity, performance and construction of such PO and these standard terms and conditions will be governed by the laws of said state, without regard to principles of conflicts of law.  If suit is filed by Vermon against Buyer, Buyer consents to subject matter and personal jurisdiction and venue in the state and federal courts in the State of Pennsylvania (U.S.A.).  Buyer further agrees that in the event Buyer wishes to initiate litigation against Vermon for any reason, then absent Vermon’s written consent to the contrary, Buyer agrees that any such lawsuit(s) will only be brought against Vermon in the appropriate state or federal court in the State of Pennsylvania (U.S.A.).

 

  1. Waiver. Any failure of Vermon to enforce any of the provisions, rights, or remedies of any PO or these standard terms and conditions, to exercise any election or option provided therein or herein, or to require at any time performance of any of the provisions thereof or hereof, will in no way be construed to be a waiver of such provisions, rights or remedies, nor in any way construed to affect the validity or enforceability of such PO or these standard terms and conditions, or any part thereof or hereof, or the right thereafter to enforce each and every such provisions, right, or remedy.

 

  1. Insolvency. Vermon may immediately cancel all or part of any PO between Vermon and Buyer, without any liability to Vermon, in the event of any of the following: (a) insolvency of Buyer; (b) Buyer’s filing of a voluntary petition in bankruptcy; (c) the filing of an involuntary petition to have Buyer declared bankrupt provided it is not vacated within ninety (90) days from the filing date; (d) the appointment of a receiver or trustee for Buyer provided such appointment is not vacated within ninety (90) days from the appointment date; or (e) the execution by Buyer of an assignment for the benefit of creditors.

 

  1. Amendment. No amendment or modification of these terms and conditions or any PO will be of any force and effect unless in writing and signed by the party claimed to be bound thereby, and no amendment or modification will be effected by an acknowledgment or acceptance by Vermon of a purchase order from Buyer containing any different terms and conditions. If such new terms and conditions are inconsistent with these terms and conditions, then these terms and conditions will govern any such inconsistencies.

 

  1. Severability. Whenever possible, each provision of these terms and conditions and of any PO will be interpreted in such a way as to be effective and valid under applicable law.  If a provision is prohibited by or invalid under applicable law, it will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions.

 

  1. Assignment. These standard terms and conditions, and any related PO, will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that Buyer will not transfer, sell, assign, pledge or encumber any of its rights, interests, or obligations hereunder or thereunder without the prior written consent of Vermon.

 

[25.      Privacy Policy. Buyer agrees to the terms of Vermon’s Privacy Policy with respect to information provided to Vermon by Buyer.]

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