GENERAL:  The Terms and Conditions contained herein shall apply to the purchase of Equipment from Vertical Systems, LLC, (Seller) by the purchaser, (Buyer) regardless of manufacturer.  In cases where Equipment is purchased directly from one of the manufacturers represented by Vertical Systems the Manufacturer’s Terms & Conditions shall apply as applicable. Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and conditions herein shall not be binding upon Vertical Systems unless Vertical Systems expresses consent in writing and shall not be considered a part of the Agreement between the Parties hereto as expressed herein.  Orders accepted by Vertical Systems can be cancelled only upon the written consent of Vertical Systems and after payment by Buyer of reasonable costs and expenses for the effort expended thereon.

PAYMENT TERMS: Standard payment terms are 100% Net 30 days, subject to credit approval. If buyer fails to make payment in accordance with terms and conditions herein Seller, in addition to its other rights and remedies, but not in limitation thereof, may at its option defer shipments or deliveries hereunder, or under any other contract with the Buyer, except upon receipt of satisfactory security or of cash before shipment.  Any amounts withheld or retained by Buyer for whatever reason shall be deemed unacceptable unless agreed to in writing by Seller.

DELIVERY:  Seller shall ship equipment via common carrier, prepaid, FOB Factory. Ownership and risk of loss for Equipment shall pass from Seller to Buyer upon transference of Equipment from Seller to Carrier.  Seller shall not be liable for any delay in delivery or failure to deliver Equipment where the delay in delivery or failure is caused in whole or in part by Buyer, labor troubles, strikes, lockouts, war, sabotage, riots, insurrection, civil commotion, non-delivery or late delivery of acceptable material by suppliers or subcontractors, loss, damage, or delay in shipment, fire, flood, storm, the elements, accident or any act of God or any other event or cause beyond the reasonable control of the Seller.

DELAYS: Any shipping dates that may be provided to Buyer by Seller or the Manufacturer represented by Vertical Systems is to be considered an estimate only. No contract will be made to deliver in a specified time unless in writing by an officer of the company.  Seller shall under no circumstances be responsible for failure to fill an order due to any circumstances as described in Delivery section above. Failure to deliver within the estimated time frame by Seller shall not be considered a breach of this contract on Seller’s part, and in no event whatsoever shall Seller be responsible or Buyer entitled to any direct or indirect incidental or consequential damages arising from or related to a delay in delivery.
If Buyer causes Seller to delay shipment or completion of work, Seller shall be entitled to any and all extra expenses and costs related to said delay.

TAXES: Prices do not include any sales or use taxes, neither Federal, State, nor Local taxes or fees payable on the transaction under any applicable statute. All such taxes must be paid by the Buyer as applicable.

LIMITATION OF WARRANTIES: Other than the expressed manufacturer’s warranty that applies to the equipment, the equipment is sold “as is” and there are no other warranties, expressed or implied. Except as hereinafter set forth, the Equipment is warranted for parts only (unless otherwise specified) for a period of eighteen months after shipment, or twelve months of operation, (whichever shall occur first), to be free from defects in materials and workmanship. If Buyer notifies the Seller in writing within the warranty period of any claimed defect in the equipment, and if after appropriate test and inspection by Seller, the Equipment is found by Seller to not be in conformity with this warranty, the Seller will at its option either repair or provide replacement parts, FOB shipping point, freight prepaid.  Seller’s liability on its warranty shall under no circumstances exceed its cost in providing replacement parts. The foregoing warranty does not cover, and Seller makes no warranty with respect to any defect not reported to Seller within the warranty period specified above. Seller shall not be liable for any defects in equipment that has not been paid for, or for any repairs made by Third Parties not previously approved by or engaged directly by Seller for making said repairs.
The foregoing warranty does not cover, and Seller makes no warranty with respect to any defect or failure resulting in whole or in part from: accident, abuse or improper installation, operation,  or negligence by Buyer or any person other than Seller, war, riots, civil commotion, flood, eruption, any act of God or any other event or cause beyond the control of Seller, Buyer’s failure to provide scheduled maintenance for the Equipment as provided in the Terms of this Agreement,  Buyer’s failure to keep the Equipment protected from the weather or elements; any alteration or addition to or substitution or replacement of any part of the Equipment not authorized by Seller, or damage during shipment.
The foregoing warranty is exclusive and in lieu of all other warranties, expressed or implied including but not limited to an implied warranty of merchantability or fitness for a particular purpose, application or environment. No implied warranty arising by usage of trade, course of dealing or course of performance is given by Seller or shall arise by or in connection with the sales agreement and /or the Seller’s and/or Buyer’s conduct in relation thereto to each other, and in no event shall Seller by liable on any such warranty with respect to any equipment.
In the event that the Manufacturer’s warranty for Equipment shall differ from the warranty as described above, the Manufacturer’s warranty shall take precedence and be considered to be in effect.

RETURNS: Goods may not be returned for any reason except by permission of Seller and when so returned will be subject to handling charges, transportation costs and any applicable restocking fees at the sole discretion of Seller.

MATERIALS SPECIFIED BY CONTRACT: Seller agrees to furnish materials and labor, if applicable, as described in proposal and submittal documents as applicable.  The amount or kind of such products and/or labor is not changed or affected in any way by what may be shown on plans or in specifications which are not a part of the contract or which were not made available to Seller prior to the proposal or submittal processes. Likewise Seller shall not be responsible for any items which may appear on proposal or submittal documents which were not a part of the proposal including those which may be shown inadvertently, by mistake, or shown merely for the purpose of clarification.

CHANGES OF CONSTRUCTION OR DESIGN: Seller and by extension, Manufacturers reserve the right to make changes or revisions to the construction or design of products, systems or controls if made in the interest of product improvement, to correct a discrepancy which may exist or in the event of component or material obsolescence, or a change in codes which may impact the Equipment, its construction or its application.  Seller shall not be liable for any costs that may be associated with these changes.

INSURANCE: Buyer shall insure Equipment delivered under the Contract in an amount at least equal to the purchase price against loss or damage from fire, wind, water or other causes within such period and any of the foregoing events shall not relieve Buyer of its obligations under the contract.

ENTIRE AGREEMENT: The Parties named herein agree that there are no agreements or representations expressed or implied between the Parties other than what is contained in this Contract of which these Terms and Conditions is a part and this represents the entire agreement between Seller and Buyer, with the exception of those agreements, if any, expressly agreed to in writing by Seller. No course of prior dealings and no usage of the trade shall be relevant to supplement or explain any terms used in this contract. The Contract between the Parties may be modified or rescinded only in writing and signed by both Seller and Buyer.  This Agreement shall be construed and enforced in accordance with the laws of the state of California.