All orders are subject to the terms and conditions set forth below, as well as those appearing on any acknowledgment form or invoice received by the customer from Vorne Industries. Any conflicting or additional terms contained in any purchase order or other document furnished by the customer shall not be binding on Vorne Industries, unless specifically assented to in writing by Vorne Industries, regardless of the order of receipt of Vorne Industries' and the customer's respective documents. The customer's acceptance of delivery of goods shall be conclusive evidence of the customer's assent hereto.
1. Order Approval
No order shall be binding on Vorne Industries unless and until the customer receives from Vorne Industries' home office a written acknowledgment accepting the order. Vorne Industries reserves the right to discontinue any products and/or components thereof at any time without notice, and in no event shall Vorne Industries be obligated to supply or continue to supply any products or components thereof, except to complete an accepted order or to satisfy the warranties expressed in the Vorne Industries, Inc. Product Warranty Statement. All changes relating to specifications, quantities or delivery or other terms requested by the Customer after Vorne Industries has mailed its written acknowledgment form for the original order to the Customer are subject to approval by Vorne Industries, and, if changes are approved, all prices and delivery terms relating to the original order shall be subject to adjustment by Vorne Industries.
2. Risk of Loss in Transit/Delivery
The F.O.B. point of delivery shall be at Vorne Industries' warehouse in Itasca, Illinois. Delivery of goods to common carrier or licensed trucker shall constitute delivery to the Customer, and all risk of loss and damage in transit shall be borne by the Customer. As an accommodation to the Customer, unless otherwise requested by the Customer or determined by Vorne Industries, Vorne Industries shall arrange for delivery of the goods by common carrier or licensed trucker to the Customer, and shall prepay, and include in its invoice for the goods, all applicable freight and insurance costs for same.
3. Delivery in Installments
Vorne Industries reserves the right to make delivery in installments, unless otherwise expressly stipulated in a separate writing signed by Vorne Industries. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of its obligation to accept remaining deliveries.
4. Payment Terms
Unless otherwise specified by Vorne Industries in writing, terms of payment shall be net thirty (30) days. Vorne Industries reserves the right at any time to revoke any credit extended to the Customer because of the Customer's failure to pay for any goods when due or for any other reason deemed good and sufficient by Vorne Industries, and, in such event, all subsequent shipments shall be paid for on delivery.
5. Force Majeure / Price Adjustments
Vorne Industries shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond Vorne Industries' control, including without limitation labor shortages, strikes, lockouts, fires, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, and governmental acts and regulations. Notwithstanding anything to the contrary herein or in any acknowledgment form, invoice or purchase order, Vorne Industries reserves the right to cancel the undelivered portion of any order upon written notice to the Customer in the event of any unforeseen increase in Vorne Industries' cost of supplies, raw materials, labor or services or other costs.
No order shall be cancelable by the Customer for delays in delivery or other cause until ten (10) days after written notice of such intention shall have been actually received by Vorne Industries, and the Customer shall be obligated to accept any goods shipped or delivered by Vorne Industries during such period.
Except as expressly stipulated in the Vorne Industries, Inc. Product Warranty Statement, Vorne Industries makes no warranties express or implied.
8. Vorne Industries' Liability
Vorne Industries' liability shall be limited to the actual purchase price of any defective unit or units of equipment to which a claim is made, and shall in no event include the Customer's manufacturing costs, lost profits or goodwill, or any other direct, indirect, special, incidental or consequential damages whether based on contract, tort or other legal theory, whether or not the Customer has informed Vorne Industries of the possibility of such damages or such damages are otherwise foreseeable by Vorne Industries. Any technical or other advice or support which is offered or provided by Vorne Industries to the Customer shall be provided merely as an accommodation to the Customer without additional charge, and Vorne Industries shall have no liability whatsoever in relation to such advice or support, it being expressly understood that it is the Customer's sole responsibility to verify the suitability of our products and components thereof for the Customer's intended application. In addition, the Customer agrees to indemnify and save harmless Vorne Industries from and against all costs, damages and expenses (including reasonable attorneys' and expert witness' fees) incurred by Vorne Industries in connection with any product which is manufactured or assembled by the Customer for resale.
9. Design, Specifications and Manufacture
Vorne Industries reserves the right, without notice to the Customer other than this provision, to make changes in design, specification and manufacturing processes of any product or component thereof as engineering advances or necessity requires and to subcontract the manufacturing of any products or component thereof to third parties.
10. Intellectual Property
The Customer agrees and acknowledges that it is not acquiring any ownership or other interest of any kind whatsoever in any of Vorne Industries' trademarks, trade names, patents, copyrights, registrations or applications for registration for any of the foregoing, know-how, unpatented inventions, trade secrets, common law rights in any of the foregoing, computer software (including all documentation and source codes) or any other intellectual property of any kind whatsoever or the goodwill associated or which may become associated therewith. In addition, the Customer agrees and acknowledges that Vorne Industries does not warrant against infringement of any such intellectual property owned by third parties by any of Vorne Industries' products or components thereof, and Vorne Industries shall have no liability of any kind whatsoever with respect to any such infringement.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration held in the City of Chicago, Illinois in accordance with the Rules of the American Arbitration Association, and judgment upon any award thereon may be entered in any court having jurisdiction thereof.
12. Governing Law
This contract shall be governed by and shall be construed according to the laws of the State of Illinois.
This contract may not be changed or terminated orally, and no change, termination or waiver of any of its provisions shall be valid and enforceable against Vorne Industries unless in writing and signed by a corporate officer of Vorne Industries; provided, however, that notwithstanding the foregoing, any clerical or typographical errors in any Vorne Industries' sales or promotional materials, including, without limitation, any acknowledgment form, invoice, catalog, price list, quotation or advertisement, shall be subject to correction by Vorne Industries.
The invalidity of any provision hereof or portion of a provision shall not affect the validity of any other provision hereof or the remaining portion of the applicable provision.
This information was last updated December 1994.