Definitions.
Seller is Valbruna Slater Stainless, Inc. or Valbruna Stainless, Inc. (“Valbruna”). Buyer is the customer of Valbruna (“Buyer”). Terms mean this Terms and Conditions
of Sale document (“Terms”). Order means the legally binding contract only resulting from a purchase order signed by Buyer that Valbruna accepts and acknowledges in
writing by Valbruna’s duly authorized representative (“Order”). Goods mean the materials, products, goods and services covered by this Terms document (“Goods”).
1. Scope and Acceptance.
These Terms shall apply to all quotations, offers and sales made by Valbruna to Buyer. No terms or conditions other than those in this Terms document and any documents
attached to and incorporated by reference shall be binding upon Valbruna. Buyer’s acceptance of any of the Goods shall constitute Buyer’s acceptance of Terms. TERMS
ADDITIONAL TO OR DIFFERENT FROM THESE TERMS INCLUDING BUT NOT LIMITED TO TERMS IN BUYER’S PURCHASE ORDER OR BUYER’S STANDARD TERMS AND CONDITIONS ARE HEREBY REJECTED
UNLESS OTHERWISE ACCEPTED BY VALBRUNA IN WRITING. VALBRUNA’S ACCEPTANCE OF BUYER’S PURCHASE ORDER OR COMMENCEMENT OF PERFORMANCE SHALL NOT CONSITUTUE ACCEPTANCE OF ANY
OF BUYER’S TERMS AND CONDITIONS.
2. Quotes, Sale Price, Taxes.
Prices for Goods are as set forth on Valbruna’s quotation to Buyer, or in the absence thereof, Valbruna's then-current standard prices. Quotations are valid for thirty
(30) days and subject to withdrawal or change without notice from Valbruna thereafter. Prices exclude all packing, hauling, storage, freight, insurance, delivery charges,
taxes, alloy surcharges and duties. Buyer shall pay all applicable taxes or shall provide Valbruna with a valid, current tax exemption certificate.
3. Acceptance of Order.
Valbruna shall be deemed to have accepted Buyer’s Order for Goods, conforming to Valbruna’s valid quote to Buyer for such Goods, upon the earlier of Valbruna's commencement
of performance under such Order or the transmission of an Order confirmation or Order acknowledgment by Valbruna to Buyer for such Order.
4. Buyer Changes in Specifications or Schedules or Buyer Cancellation.
Buyer may only change its Order, specifications or schedules upon written acceptance of such changes by a duly authorized representative of Valbruna. Buyer shall pay
Valbruna additional costs incurred by Valbruna and provide Valbruna additional time required for performance. Orders may be canceled only prior to shipping, only with
Valbruna’s written consent, and are subject to payment by Buyer of a reasonable cancellation charge which may include but is not limited to costs of overhead storage charge,
inventory carrying costs, labor, materials, general and administrative costs and overhead. Goods may be returned only upon Valbruna’s written authorization, in Valbruna’s
sole discretion and at Buyer’s expense, subject to a restocking fee.
5. Payment.
Except as stated on any purchase order, payment for goods is due net 30 days of shipment or Buyer’s receipt of invoice, whichever occurs first. In addition to Valbruna’s other
rights, Buyer shall pay Valbruna a late charge equal to 1.5% per month or the maximum lawful amount, and shall pay all expenses of collection of amounts due, including
reasonable attorneys’ fees. All prices are subject to change and revision by Valbruna at any time. Any applicable cash discount period shall be computed from the date of
shipment of the Goods or issuance of an invoice, whichever occurs first. Unless otherwise agreed, all accounts are payable in U.S. currency. Any increase in import taxes,
custom duties, ocean or inland fright charges shall be payable by Buyer.
6. Shipping and Transportation.
Valbruna shall use commercially reasonable efforts to cause the Goods to be shipped and delivered in accordance with the terms of the Order. However, all delivery dates are
only good faith estimates and delay in delivery shall not be construed as a breach of the Order. All risk of loss shall pass to Buyer upon delivery to common carrier or Buyer's
agent. Claims for loss or damages must be filed by Buyer with the transportation company. Valbruna's performance is subject to reasonable delay resulting from fire, labor
dispute, war, civil commotion, embargo, flood, delay in transportation, shortage of labor, fuel or other materials, failure of carriers or contractors, acts of God, acts or
orders of government, or other causes beyond the control of Valbruna, notwithstanding that such cause may be apparent or foreseeable at the time of an Order.
7. Security Interest.
Until Buyer pays Valbruna the entire amount due, Buyer grants Valbruna a purchase money security interest in all Goods, including the proceeds thereof, with all rights and
remedies of a secured party in any jurisdiction. Buyer authorizes Valbruna to file financing statements, or such other documents appropriate to protect Valbruna’s security
interest, and agrees to execute all related documents that Valbruna requests.
8. Delivery and Risk.
Buyer bears all risk of loss in transit. Delivery is deemed complete when the Goods are delivered to a common carrier or Buyer’s agent at Valbruna’s facility, as applicable,
notwithstanding any arrangements to pay freight, express, post or other transportation charges.
9. Final Acceptance.
Buyer shall accept the Goods if the Goods comply with the relevant Order form. Buyer shall notify Valbruna in writing of any particular deficiencies in the Goods, including
any defects or failure to comply with specifications, shortages or errors within ten (10) business days immediately following Buyer’s receipt of the Goods. Failure by Buyer
to give notice or specify defects within ten (10) business days of receipt of Goods shall constitute Buyer’s acceptance of the Goods.
10. Warranties of Valbruna.
Valbruna’s sole warranty is that the Goods will substantially conform to the standards and specifications, if any, set forth in the Order, subject to deviations within the
Valbruna’s standard operating procedures, or to practical testing or inspection standards. All Goods shall be delivered in accordance with Valbruna's standard practices as the
same may be amended from time to time by Valbruna without notice to Buyer, and subject to normal tolerances, variances and limitations in respect of dimension, weight,
straightness, surface condition, composition, mechanical properties, internal conditions and quality, to diversions from such tolerances, variations and limitations consistent
with practical testing, manufacturing and inspection methods, and to the manufacturer's mill practice of overland under shipment. This limited warranty specifically excludes
damage(s) due to: (i) misuse, abuse, neglect or modification of Goods, (ii) use of Goods other than for their intended purpose, and (iii) incompatibility with items not supplied
by Valbruna. Warranty claims shall be deemed waived and released by Buyer unless made in writing within 90 days after delivery to a common carrier or Buyer’s agent.
SUBJECT TO THE FOREGOING, VALBRUNA MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED (CONVENTIONAL OR LEGAL, INCLUDING UNDER THE CIVIL CODE OF QUEBEC) AND
DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMTATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DESIGN AND INTELLECTUAL PROPERTY INFRINGEMENT.
Valbruna’s sole obligation and Buyer’s exclusive remedy for any manufacturing defect that constitutes a product warranty claim shall be, in Valbruna’s sole discretion, repair
or replacement of Goods without charge, provided such defects are brought to Valbruna's attention within 90 days following delivery to a common carrier or Buyer's agent.
Valbruna's liability is limited to the sale price of the defective Goods. IN NO EVENT SHALL VALBRUNA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS
OR FOR EXPENSES OCCASIONED BY USE OF DEFECTIVE GOODS, EVEN IF VALBRUNA HAS BEEN ADVISED OF THE POSSIBILITY OR IN FACT KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. Valbruna's
liability as set forth above shall not be extended because of advice given by Valbruna in connection with the design, installation or use of any Goods. Buyer assumes full
responsibility for design and specifications of the Goods and their suitability for the use to which they are to be applied. Buyer agrees to indemnify Valbruna against claims
by Buyer, its customers or others based on defects in design or specifications, and against recoveries beyond the limitations herein, and Buyer shall include limited recoveries
against Valbruna in any contract for resale provisions.
11. Ownership of Intellectual Property, Designs. Patterns and Special Tooling.
Title to and the right of immediate possession of drawings, software, designs, patterns, tools, jigs, dyes, equipment or other material produced by Valbruna for the purpose of
producing the Goods shall remain in Valbruna. Copyrights, trademarks, patents, trade secrets and other intellectual property resulting from production of the Goods, including
illustrations, drawings, calculations and other related documents prepared by Valbruna in connection with production of the Goods, shall be and remain the property of Valbruna.
12. Patents.
Valbruna shall not be liable in any manner whatsoever for infringement or alleged infringement of any patent or patents covering the Goods. Buyer, by placing its order for
such Goods, exclusively covenants and agrees to assume full responsibility and liability for any and all suits which may be brought against Valbruna or its agents on account of
such infringement or alleged infringement and Buyer agrees to indemnify Valbruna against all such suits.
13. Buyer's Ability to Perform.
Buyer represents that it is solvent and can and will pay for the Goods. Valbruna retains the right to require full payment in advance. If a receiver or trustee for the benefit
of creditors or a trustee in bankruptcy shall be appointed or threatened for Buyer, or if Buyer makes an assignment for the benefit of its creditors, Valbruna shall have the right
to cancel any unfilled portion of the Order without further liability to Buyer. Failure by Buyer to make payment within the time required by applicable payment terms shall entitle
Valbruna to suspend work until payment is made or, at Valbruna's election, after fifteen (15) days' notice in writing, should such default continue, to terminate the Order and
recover the price of all work done and materials provided and all damages sustained, including but not limited to, lost profits and attorney fees incurred in connection with such
default. Failure to make payments at the times provided shall be a bar to any claim by Buyer for delay in completion of the work or for breach of warranty.
14. Modification and Exclusion of Prior Dealing, Course of Performance and Usage of Trade.
The Terms and Order are intended by the parties to be a final, complete and exclusive expression of their agreement. It is the intent of the parties to negate the effect of any prior
course of dealing, course of performance or usage of trade in the construction and interpretation of the Order, and no such prior course of dealing, course of performance or usage of
trade shall be considered as modifying this Order without Valbruna’s written consent. Valbruna and Buyer expressly agree that Valbruna may modify these Terms from time to time, with
reasonable notice, including without limitation, by posting the revised Terms on our website, and such modifications shall be binding upon Buyer.
15. Buyer’s Indemnification.
Buyer shall indemnify, defend and hold Valbruna harmless from and against any and all claims, actions, losses, damages, demands, liabilities, costs and expenses, including reasonable
attorneys’ fees and expenses, whether a suit or other proceeding is initiate, which may arise from, but not limited to the following: (1) representations or misrepresentations made by
Buyer, (2) any negligence by Buyer or end-user, (3) Buyer’s or end-user's use of Goods not in compliance with published specifications or instructions or not for their intended
purposes, (4) Buyer’s or end-user's modifications or alterations of Goods, (5) damage from Buyer or end-user misuse, or (6) any breach of these Terms by Buyer.
16. Controlling Law and Venue.
All questions, disputes or matters relating or arising out of the Terms, Order or Goods shall be governed by and construed and interpreted under the laws of the State of Indiana, without
regard to conflicts of law principles. Any proceeding, claim or cause of action relating to the Goods, Terms or Order shall be brought in the venue of the State of Indiana, County of
Allen, or, in the United States District Court for the Northern District of Indiana. Process may be served on any party anywhere in the world. These Terms, resulting Order and all related
documents are drawn in the English language at the express wish of the parties hereto. Ce document, le contrat et tous documents qui s’y rattachent ont été rédigés en anglais á la volonté
expresse des parties.
17. General.
No assignment of the resulting Order or any interest therein shall be made by Buyer without prior written consent of Valbruna. Any attempted or purported assignment of such Order without
Valbruna’s prior written consent shall be null and void. The obligations, rights, terms and conditions of Terms and the resulting Order shall be binding on the parties and their respective
successors and assigns. The waiver of any provision of the Terms or resulting Order or of any breach or default shall not be deemed a waiver of any other provision, breach or default. No
provision of Terms or resulting Order shall be deemed waived by a course of conduct unless such waiver is in writing signed by both parties and stating specifically that it was intended to
modify Terms or Order, as relevant. Any provisions of these Terms or of the Order that are determined to be invalid or unenforceable shall be ineffective without rendering invalid or
unenforceable the remaining provisions. Each term and condition under these Terms will survive and remain effective for so long as necessary to give effect to its purpose.
18. Sanctions Compliance.
Valbruna is a United States company selling U.S.-origin goods. Consequently, both this transaction and the product(s) involved are subject to U.S. economic sanctions laws, regulations, and
executive orders enforced by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). Valbruna is participating in this transaction with the good faith understanding that both
the sale and the product’s intended use are compliant with all applicable sanctions on specified destinations, parties, and activities. Responsibility for sanctions compliance in subsequent
dealings involving Goods rests solely with Buyer. In making Buyer aware of this fact, Valbruna offers Buyer no assistance in doing its duty to comply, and assumes none of the corresponding
burden.
19. Limitation of Actions.
Any action against Valbruna arising out of these Terms, a Order or Goods shall be commenced within ONE (1) year from the date of invoice, unless a party is domiciled or does business in a
jurisdiction that does not allow this limitation and then any action related to Goods, Terms or a resulting Order shall be brought within the applicable statutory period.