Terms of Sale
Terms of Sale
We may, in our sole discretion, terminate your account or your use of the Site at any time. You are liable for any orders that you place or charges that you incur prior to termination. All orders are subject to acceptance by Vandis.
1 Ordering Placement
1.1 Shipping Costs. Shipping costs are calculated "per order” or "per item" and are based on the shipping option you select. When you request a quote, estimated shipping costs will be included.
1.2 Shipment. All Products shall be shipped by Vandis Ex Works (EXW) the Vandis point of shipment. In the absence of other written instructions during the checkout process, Vandis will select the mode of shipment and the carrier. You will be responsible for and will pay for freight, handling, insurance, and other transportation charge. Estimates of these charges will be provided in the quote.
1.3 Delays and Risk of Loss. Vandis will not be responsible for any delays in delivery which result from any circumstances beyond our control, including without limitation, product unavailability, carrier delays, or any event not within Vandis’ reasonable control. Title to products and all risk of loss of or damage to products will pass to you upon delivery by Vandis to the carrier, freight forwarder or you, whichever occurs first.
1.4 Physical and Quantity Inspection. You are responsible to examine the shipment of delivered products promptly upon their receipt in order to verify that the correct items and quantities have been delivered, and to check for any physical damage to the shipment. No later than fifteen (15) days after receipt, you shall notify Vandis of any missing items among or physical damage to the Products received by Customer (including but not limited to damaged or missing boxes upon receipt), and if you intend to reject one or more products based upon such inspection. All such notifications must be in writing and describe the claimed shortages or damage in detail as well as state the specific grounds for the rejection. Failure to give such notice shall be deemed an acceptance of the products as of the date of shipment. For clarity, this inspection is different from your functional review and potential return of the products for functional issues and related remedies, which is covered by Section 2, below.
2.1.1 RMA. You must obtain a valid Return Material Authorization (“RMA”) number from Vandis for all returns. Vandis may, in its discretion, grant you a RMA for Products purchased from Vandis within fifteen (15) days of receipt for replacement of the Product or for credit against future purchases by you.
2.1.2 Shipment and Costs. You shall pay all costs and bear all risks of loss when returning products to Vandis. You shall continue to be liable for all freight and handling costs that were incurred in the original shipment of the products to the Customer. Vandis reserves the right to require you to return defective Products directly to the products’ manufacturer or publisher for replacement according to the manufacturer’s or publisher’s defective products return policy. You shall continue to be liable for all freight and handling costs that were incurred in the original shipment of the products to you.
2.2.1 Conditions. All defective Products must be returned to Vandis within thirty (30) days of invoice date. Vandis may return to you, at your expense, any products found not to be defective. All products returned must be in their original packaging with manufacturer’s seal intact and in resalable condition (including, but not limited to, without price tags, clean, undamaged, unmarked, unused, unopened and complete). Irrespective of the reason for your return request, Vandis reserves the right to decline to authorize the return of products which are: (i) no longer in production; (ii) being produced or published by a manufacturer or publisher which is insolvent, has declared bankruptcy, or will not accept returns from Vandis; or (iii) subject to more restrictive return policies issued by the product’s manufacturer or publisher than those offered by Vandis.
3.1 Limited Warranties and Remedies
3.1.1 Limited Warranties. You acknowledge and agree that unless a product is clearly marked as being manufactured by Vandis, Vandis is not the manufacturer of the products purchased by you hereunder and the only warranties and remedies offered for such products are those of the manufacturer, not of Vandis. VANDIS AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES RELATED TO PRODUCTS, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, INTEGRATION, OR NON-INFRINGEMENT. THE FOREGOING EXCLUSION DOES NOT AFFECT THE TERMS OF A MANUFACTURER'S OR PUBLISHER’S WARRANTY (IF ANY).
3.1.2 No Reliance. In purchasing the products, you are relying on the manufacturer’s specifications only and is not relying on any representations, statements, or specifications, photographs or other illustrations representing the products that may be provided by Vandis.
3.2.1 Manufacturer and/or Publisher Terms. Products may be subject to additional terms, conditions, and restrictions on their use mandated by the manufacturer or publisher. You acknowledge and agree that your use of the products ordered (including any embedded software) shall constitute your express agreement with the terms and conditions mandated by the manufacturers or publishers of such products, and that you are solely responsible for ensuring adherence with any and all such terms, conditions, or restrictions.
3.2.2 Export Compliance. The products are sold to you for use only in the United States unless otherwise agreed to in writing. You acknowledge that the products may be controlled for export by U.S. export control laws, sanctions laws, and regulations, specifically including, without limitation, the Arms Export Control Act, 22 U.S.C. 2751-2794, including the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et. seq.; the Export Administration Act, 50 U.S.C. App. 2401-2420, including the Export Administration Regulations, 15 C.F.R. 730-774; and the regulations promulgated by the U.S. Department of the Treasury, Office of Foreign Products Control (“OFAC”), implementing U.S. sanctions programs, 31 C.F.R. Parts 500-598 (collectively, the “Export Control Laws”), and that Products may therefore require authorization prior to export from the United States or re-export. You agree you will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any Export Control Laws. You shall be solely responsible for obtaining any and all required export licenses and for complying with any other procedural requirements under the Export Control Laws.