Terms and Conditions
The Terms and Conditions of contained herein are the exclusive terms and conditions for the sale of product from V.I.T. Products, Inc., doing business as Strongbox ® (“Strongbox”) to you, its Customer. Customer agrees that the terms and conditions stated herein and, to the extent not stated herein but contained on any Strongbox invoice, constitute the final, complete, exclusive expression of the agreement between Strongbox and Customer. In the event that any Customer form, purchase order or any other document submitted by Customer contains terms and conditions in addition to or different from the terms and conditions herein or from any Strongbox invoice, Customer agrees, by so submitting its purchase order or order form, by receiving an order acknowledgment or by accepting product produced by Strongbox, that such new or additional terms are rejected and that the language of the Strongbox terms and conditions control. Any and all new or additional terms contained on any Customer document (whether provided to Strongbox prior or subsequent to the delivery of these Terms and Conditions) are hereby expressly and completely rejected. Acceptance of Customer’s order for product from Strongbox is expressly limited to these terms and conditions.
1. Orders become effective only when accepted and approved by Strongbox. Strongbox’s acceptance is expressly made conditional on the Customer’s assent to the terms and conditions contained herein and to the terms and conditions of any proposal issued by Strongbox to the Customer, and Strongbox agrees to furnish the material covered by the order only upon such terms and conditions. Any of the terms or provisions of the Customer’s order which are inconsistent with the terms and provisions contained herein are not agreed to by Strongbox and shall not be binding on Strongbox and shall not be considered applicable to the sale or shipment of the products ordered.
2. The minimum order amount is $50.00, exclusive of freight.
3. Orders, shipments, and terms of payment are subject to the approval of Strongbox’s credit department. Invoices shall be rendered when the products are shipped. Terms of payment are net 30 days unless otherwise agreed by Strongbox. Any sums not paid within the specified net terms are subject to a service charge of 1.5% per month. No discount will be allowed to any Customer having an overdue balance. Any discounts previously granted to any Customer that fails to pay any Strongbox invoice when due will be immediately forfeited and lost. Any discount forfeited or lost due to untimely payment of any invoice will be billed to Customer, which shall be immediately due and payable. Customer will pay such costs, collection agency commissions, expenses and all reasonable attorney fees as incurred in any manner of collection of any sums past due. By submitting an order or taking receipt of Strongbox products, Customer consents to the exclusive jurisdiction of the state and federal courts located in the State of Ohio. Customer shall be deemed to have accepted the products shipped by Strongbox within five (5) days after delivery to the customer. After acceptance the customer shall not be entitled to reject the products that are not in accordance with these terms and conditions. Strongbox reserves the right to refrain from performing any work on any of Customer’s orders should any of Customer’s account(s) or jobs with Strongbox be or become past due. Payments shall be made to Strongbox, P.O. Box 1870, Mentor, OH 44061-1870.
4. Products are sold FOB Strongbox’s facility and title shall pass upon delivery to the carrier. Strongbox is not responsible for any loss or damage incurred in transit and any claim must be made by the Customer.
5. Shipment dates are given based on current inventories and production plans. However, Strongbox shall not be responsible for any partial or total failure to deliver or for any delay incurred caused by accidents, delays in transportation, fires, explosions, floods, earthquakes, or other acts of nature, riots, strikes, or other causes beyond Strongbox’s reasonable control.
6. Orders for non-standard products, such as modified product or product produced to a customer’s specifications, are not cancelable and cannot be returned to Strongbox for a refund or credit.
7. Returns of compliant products may be returned at the customer’s request only upon the approval of Strongbox. Products must be in re-sellable condition and in their original packaging. No cash refunds will be provided for returned products. Strongbox will issue a credit memorandum for any authorized material return. Said credit memorandum will have no cash value and shall expire one (1) year after issuance. Authorized returns not accompanied by a new order of greater or equal value shall be subject to a restocking fee of 25 percent of the original sale price.
8. Strongbox warrants to Customer that the product manufactured by Strongbox will be free from defects in material and workmanship for the following periods of time: Stainless Steel – Ten (10) years; Cold Rolled Steel – One (1) year; and Aluminum – Five (5) years. These dates are from the date of shipment from the Strongbox facility. This warranty is subject to receipt of written notification by Customer to Strongbox within the warranty period. Any determination as to whether a product is defective shall be in Strongbox’s soleand exclusive discretion. Any warranty claim is further subject to Customer’s return of defective products to a destination specified by Strongbox. Under no circumstances will credit be allowed for unauthorized return of any products.
Strongbox cannot and does not assume liability for defective products, or damage caused by defective products, not manufactured or supplied by it, even though such products be used in conjunction with Stongbox products. Strongbox reserves the right to redesign, alter or modify its products without incurring any liability from Customer’s inventory of such parts or products that may be obsolete.
NO EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR IS AUTHORIZED TO CHANGE THE FOREGOING WARRANTIES IN ANY WAY OR GRANT ANY OTHER WARRANTY ON BEHALF OF STRONGBOX. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (INCLUDING WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE) AND NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY STRONGBOX IN CONNECTION WITH THE MANUFACTURE OR SALE OF ITS PRODUCTS. THE LIABILITY OF STRONGBOX, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL NOT EXTEND BEYOND ITS OBLIGATION TO REPAIR OR REPLACE, AT ITS OPTION, ANY PRODUCT OR PART FOUND BY STRONGBOX TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP. STRONGBOX SHALL NOT BE LIABLE FOR COST OF REMOVAL OR INSTALLATION AND/OR SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE.
Whether based on any Warranty claim or otherwise, Strongbox will not, in ANY event, be liable for any loss of profit, interruption of business or any other special, consequential or incidental damages suffered or sustained by Customer. Strongbox’s total maximum liability to the customer in respect of the manufacture and sale of products is limited to the Warranty stated herein and, if any claim by Customer is based on a theory other than the Warranties, then the damages are limited to the total monies received by Strongbox fromthe Customer for the particular products described in Customer’s order. The total maximum liability for scheduled orders that are drawn down against each month will be the monthly total of the effected order or the total value of the items effected whichever is the lesser.
9. Any assistance, suggestions, or technical advice given the Customer by Strongbox or any agent thereof, concerning dimensions, handling, installation, testing, storage, use or placement in service of any product is an accommodation for which Strongbox shall have no liability unless such liability expressly assumed by Strongbox in writing and signed by an officer of the company.
10. No employee, agent, or representative of Strongbox has the authority or power to add, waive, or amend these terms and conditions unless first authorized in writing by an officer of Strongbox. Any transaction with Customer shall be construed under the laws of the State of California. Waiver of Strongbox of any breach shall not thereafter be deemed a waiver of any subsequent breach.