Vip Terms and Conditions

The following Terms and Conditions shall apply to each order here-after placed by Buyer with accepted by VIP Rubber Company:

1.  Prices are F.O.B. factory of VIP Rubber Company, hereafter known as the Company, at La Habra, California. Quotations and prices are subject to change without notice and all acceptances of a quotation are subject to the future credit approval of the Buyer.

2.  Prices quoted do not include any applicable sales, use, excise, transportation, or otherwise required tax which may be imposed by any governmental authority. All such taxes so paid or imposed shall be in addition to the price quoted.

3.  Should any of the provisions of these terms and conditions be contrary to or in conflict or inconsistent with any like or similar terms and conditions contained in any other agreement between Company and Buyer, and whenever executed, including any purchase order of Buyer or acknowledgement thereof by the Company, the provisions hereof shall be controlling and shall supersede such conflicting terms and conditions contained in such other agreement. The terms and conditions hereof cannot be changed or altered in any way except in writing signed by a duly authorized corporate officer of Company.

4.  If a specific shipping date (excluding an estimated date) is not designated on the face hereof or in a subsequent correspondence between Buyer and the Company, the Company shall not be liable for any delays in filling this order. If a specific shipping date is designed either on the face hereof or subsequently by Company, Company shall not be liable for any delays in filling this order caused by (a) accidents to machinery, differences with workmen, strikes, labor shortages, fire, floods, priorities, required or requested by the Federal or any State Government or any subdivision or agency thereof or granted for the benefit, directly or indirectly, of any of them, delays in transportation or lack of transportation facilities, restrictions imposed by Federal or State legislation or rules or regulations there under, war, acts of war, sabotage, acts of God, or (b) any cause beyond the control of the Company. In the event Company is liable for any delays in filling this order hereunder, Company’s liability shall be and is limited to the difference, if any, between cost to Buyer of obtaining the merchandise from any other regular manufacturer and the price to be paid Company therefore by Buyer.

5.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE AGREEMENT.  COMPANY DISCLAIMS ANY WARRANTY EXPRESSED OR IMPLIED THAT THE GOODS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

Company’s products are not, nor are merchandise ordered herein, warranted or guaranteed for any specific length of time or measure of service, but are warranted only to be free from defects in workmanship and material. The products or merchandise are purchased with the understanding that Company does not guarantee results. Only those warranties herein set forth shall be deemed to have been made by Company or relied upon by Buyer. All previous communications, whether in form of engineering recommendations or otherwise, are effective only to the extent herein contained.

Any warranties herein contained shall not apply to ordinary wear and tear or to Company’s products or merchandise which has been altered or repaired outside of Company’s plant or which has been subject to neglect, accident, misuse, excessive deterioration due to corrosion from any cause, or improper operation or maintenance.

If said products or merchandise consist of more than one piece, it shall not be presumed that the whole thereof is defective in material or workmanship because a part of thereof is so defective. Replacement of all or part of such products or merchandise by Company hereunder shall not be construed to be an admission that the piece or pieces, part or parts, so replaced were defective as aforesaid.

Company and Buyer agree that the sole and exclusive remedies for the breach of any warranty concerning the products of merchandise are as follows:

Should any of said products or merchandise fail, through defects in material or workmanship,  within sixty (60) days after date of shipment thereof from Company’s plant and specific written complaint relative thereto be filed with Company by Buyer within such time, Company will make such repair, free of charge to Buyer as may be required because of defective material or workmanship, or, if such repairs cannot be made, Company will replace such defective products or merchandise, free of charge to Buyer, provided that the same be brought to Company’s plant within sixty (60) days after date of shipment thereof from Company’s plant as aforesaid, or, in lieu of repairing or replacing the same, Company may, at its option refund the price of such merchandise to Buyer as may have been paid Company therefore by Buyer. Should Buyer fail to file the aforesaid specific written complaint and to deliver any defective products or merchandise to Company’s plant within said sixty (60) days period as foresaid, it shall be conclusively presumed that such product or merchandise was not defective. Company shall not be liable for any damage or delays caused by such defective material or workmanship, direct or consequential or for consequential damages arising out of or in connection with this sale of goosd, either to Buyer or to Buyer’s successors, assigns legal representatives, customers, or to any other person, association, corporation, governmental agency or body politic, it being expressly understood and agreed that Company’s liability under all guarantees or warranties expressed or implied, is specifically limited to refunding the purchase price then paid, or, at Company’s option to the repair, or replacement at Company’s plant free of charge to Buyer, of merchandise or products that may be required because of defective workmanship or material upon return thereof to Company’s plant within (60) days after shipment thereof, as aforesaid. Consequential damages shall include, without limitation, loss of use, income, or profit, or losses sustained as the result of injury (including death) to any person, or loss or damage to property.

The above LIMITED WARRANTY is given to and accepted by Buyer in lieu of any and all other warranties or remedies expressed or implied. Buyer acknowledges that Buyer is not relying on the Company’s skill or judgment to select or furnish products or merchandise suitable for any particular purpose.

Buyer is hereby afforded an opportunity by the Company to inspect said products or merchandise at Company’s plant. La Habra, California, prior to delivery date thereof.

These terms and conditions are a complete and exclusive statement with respect to warranties and remedies for breach of warranty between Company and Buyer. These warranties cannot be verified, supplemented, or qualified or interpreted by any prior course of dealing between Company and Buyer or by any usage of trade. These warranties and remedies can only be varied or amended by a writing executed by Company and Buyer which shall quote the provisions hereof which are to be amended and the provisions substituted therefore.

6.  Buyer will protect, indemnify and save Company harmless, and defend Company against, all claims for damages or profits, and any costs, loss or judgment, arising from infringement of patents, inventions, designs, copyrights, or trade names, with respect to all goods manufactured either in whole part to Buyer’s plans and specifications, or from Buyer’s mold, and Company makes no representation or warranty that such goods will not infringe outstanding patents or other rights of others.

7.  Prices quoted do not include, unless otherwise specifically stated, the cost of any dies, jigs, mold or molds, necessary to manufacture the subject merchandise.

All molds or other equipment delivered to or held by Company by or for the account of Buyer shall be held by Company at Buyer’s risk and with the express understanding that unless removed by Buyer within thirty (30) days after Company’s written notice to Buyer at Buyer’s last known address, Company may, at its option, use or dispose of such molds or other equipment in any manner whatsoever, without responsibility whatsoever to Buyer.

If any such molds or equipment are lost, damaged or destroyed due to the fault of Company, Company shall, upon request, pay Owner the then depreciated value or cost thereof, whichever is lower, or Company will repair or replace the same at Company’s own expense if further orders which justify such repair or replacement are then placed with the Company which involve the use of such molds or equipment. Company shall not be liable for depreciation value or use of said molds or equipment due to normal wear, tear or use, or damage or destruction by fire or other casualty, and Company shall not be responsible for replacement or restoration of the same when the same are no longer capable, due to the above reasons, of making satisfactory parts.