ENTIRE AGREEMENT: It is agreed and understood that the statements contained in this "Terms and Conditions" and any "Invoices" that are issued covering this and future transactions embodies the complete understanding between the Buyer and Seller, VSS Industries, LLC DBA ConexTalk (VSS). Any Terms or Conditions superseding or amending this document, must be done in writing, embodied in a written Invoice from Seller, and signed by an authorized agent of VSS. Buyer may not assign any agreement or responsibility associated with this or future transactions or any of its rights or obligations herein without Seller's prior written consent, which will not be unduly withheld, but may be withheld for any reason.
DISCLAIMER OF WARRANTIES AND DELIVERY: All Equipment is sold "As Is -Where Is". VSS shall have no liability whatsoever for loss or damage or late delivery or non-delivery of the Equipment subject to this Agreement or any future transactions with the Buyer. If VSS’s performance of this transaction or future transactions, in whole or part, is prevented or hindered by any cause then VSS shall have the right to cancel or modify, without any liability on its part, the entire portion or any portion of this sale or future sales so affected. VSS shall have no liability to the Buyer for any claim, loss, or damage caused or alleged to have been caused directly, indirectly, incidentally or consequentially by the Equipment, or by any inadequacy thereof or deficiency or defect or by any incident or action whatsoever in connection therewith whether arising in strict liability or otherwise even if VSS has been made aware of the possibility of such claim. Buyer acknowledges that they are generally familiar with the design of the Equipment being sold by VSS, and Buyer waives and releases Seller from any and all representations and warranties, either expressed or implied, as to any matter whatsoever, including without limitation; (a) the design, condition, availability, operation, merchantability or fitness for use of the equipment; (b) the fitness of the equipment for any particular use or purpose of the Buyer; and (c) the conformity of the Equipment to the specification required by any jurisdiction within which the Equipment may be used.
CONSEQUENTIAL DAMAGES: Under no circumstances, for this transaction or any future transactions, shall VSS be liable for any lost profits or for special consequential or exemplary damages, even if VSS has been advised of the possibility of such damages.
TITLE to the Equipment will transfer to the Buyer on the date of receipt of valid funds to the account of VSS and delivery is completed. Until receipt of funds VSS shall retain either the Equipment or a lien against the Equipment.
PAYMENT: In the event the Buyer fails to make payment, including cancellation and delivery charges resulting from cancellation of sale, the seller has the right to charge penalty of 1.5% per month for the unpaid balance. In the event this Agreement is placed by the Seller in the hands of collection agency for collection, Client agrees to pay an additional 35% for handling fee. Client also agrees to pay attorney’s fees and other administrative costs related to collecting outstanding amount.
TAXES: Buyer agrees to assume exclusive liability for and to pay, indemnify and hold VSS harmless from all sales or use taxes, transfer, registration fees, VAT, property taxes, domestication, or any other taxes, fees, tolls, levies, duties, or charges, including any penalties, fines or service charges thereon, imposed in connection with this or any future sale, delivery, import and/or domestication of the Equipment or any services rendered by VSS.
DELIVERY: Buyer agrees to pay the agreed delivery fee and both parties agree to schedule a mutually acceptable timeframe for delivery. Buyer agrees to discuss with seller beforehand, and to prepare, an Equipment unloading area, acceptable solely at Seller’s discretion. Seller will make best commercial efforts to complete the delivery in the timeframe and at the location agreed. However, if due to any reason including but not limited to equipment breakdown, problems at the depot at pickup, any other issues on behalf of Seller's delivery agent or failure of the Buyer to be present or to advise Seller in advance of any change, or inadequacy of the actual unloading site, determined solely by the Seller or Seller’s agent, such that the delivery cannot be completed for any reason, and one or more return delivery trip(s) become necessary, Buyer agrees to compensate Seller for the additional costs. If after a failed delivery the sale is cancelled by either party Buyer is still liable for the cost of delivery. If Buyer remits payment but does not accept Delivery within 15 days, Seller may at his sole discretion cancel the contract for a 20% cancellation fee.
PICKUP: Buyer assumes title to, complete liability for, and all risks related to the Equipment upon release of the Equipment to the Buyer. Equipment must be picked up within 10 days of the date of the release confirmation of the Equipment to the Buyer. After 10 days VSS may at its sole discretion cancel the sale and charge for any incurred repairs plus a 20% cancellation fee, or charge Buyer storage charges at the daily rate of $10.00 per container, or a combination thereof.
JURISDICTION AND LAW: The laws in effect in the State of TEXAS shall govern any agreements or transactions between the Seller and the Buyer and any liabilities arising out of or relating to those agreements. Seller requires that any dispute or proceedings be brought only in the state or federal courts having jurisdiction over Leander, TX. Buyer consents to the jurisdiction and venue in those courts and agrees to pay Seller's cost and attorney's fees in any action brought to enforce any provisions of this or future transactions.
WAIVER: VSS’s failure to insist on performance of any of the terms or conditions of this or future transactions, or VSS’s waiver of any breach, shall not act as a waiver of any other term or condition or subsequent breach, nor invalidate any other portion of this contract.
FORCE MAJEUR: The Seller may invoke and be released from liability to perform at his sole discretion where the Seller is prevented by any circumstances beyond its control which the Seller could not reasonably have foreseen. Any failure of any party to perform its obligations under these Terms and Conditions shall be deemed not a breach of contact. Seller may elect to cancel the sale without penalty to Buyer.