Terms and conditions of direct purchase orders
All orders and agreements to purchase Viptoys are subject to the following terms and conditions:
Acceptance: An Order, including any oral or written agreement, to purchase a product or service together with the terms herein (“Order”) constitutes Buyer’s offer for the seller. And shall become a binding contract upon the terms and conditions set forth herein and in the purchase order upon acceptance by the seller by any means of acceptance or initiation of performance, subject to whichever occurs first. Any terms and conditions proposed by the seller to acknowledge or accept the buyer’s offer other than or in addition to those specified in the purchase order. Will not bind the purchaser and shall be void and of no effect, except as expressly approved in writing by the purchaser’s authorized procurement representative. This purchase order, together with any attachments, constitutes the entire agreement between the parties. No waiver, modification or addition to the terms of the order shall be effective unless signed by the parties in writing. “Delivered Product” means the goods, products, software, technical data, intellectual property, drawings, personal property, personnel, services or items identified and/ or listed on the purchase order for Viptoys, Inc., including its wholly owned subsidiaries, (collectively, “Buyer”) for internal use and or resale to its customers. buying.
Payment and pricing: Buyers will not be charged more than the price stated on the order. Unless otherwise stated, the price is inclusive of all charges for packing, shipping, storage and transportation to the point of delivery. After payment, the key sent via Email does not include any charges. any shipping. Prices quoted include all taxes except use or state or local taxes or similar taxes charged by the seller under the law of the buyer. Such taxes, if any, will be billed separately to the seller and the buyer unless an exemption is provided. Seller agrees that any discounts made on items included in an order after placing an order but before payment will be applied to the order. Unless different payment terms are expressly stated on the purchase order, payment will be due within sixty (60) days from the date on which the Buyer receives the correctly presented invoice from the Seller. A “correctly presented” invoice must have an order number sent to the billing address on the order. Seller declares that the price quoted or paid by the buyer will not exceed the current price charged to any other customer of the seller for substantially similar or similar delivered products and in similar or substantially similar quantity to the delivered product. The seller will issue a refund or the buyer may place a follow-up order any amount the buyer pays in excess of that price(s). The invoice must have the order number sent to the billing address on the order.
Shipping: Product replacement, or service will not be accepted. Delivered Products must be shipped completed before the requested date but may not be delivered in excess or in deficit without the prior written consent of the purchaser. When more than one shipment is required for any order, specify “final delivery” on the shipping paper and the invoice with the final shipment in the order. The seller will not deliver the goods in excess of the quantity without the prior approval of the buyer. Except as otherwise provided herein, the buyer shall have no obligation to accept untimely, excess or deficient shipments and all or part of such shipments, at the buyer’s option, may be refunded. returned to the seller or retained for disposal at the seller’s expense and risk. The seller’s invoice must describe the items.
Changes: Buyers can make changes to specifications, quantities, and delivery schedules for any goods at any time. If such changes result in an increase or decrease in costs, a fair adjustment of prices and delivery schedules may be made or the buyer may, at his option, terminate the order if could not reach agreement on the adjustment. Adjustment requests must be confirmed by the seller within ten days of the order change.
Warranty: Seller warrants that the Delivered Product will comply with applicable specifications, instructions and data and that the product will be usable for their intended purpose. These warranties are in addition to all other warranties, express, implied or statutory. Payment, inspection or receipt of a product or service shall not constitute a waiver of any breach of warranty. Seller’s warranties shall apply to the purchaser, affiliate, subsidiary, customer or user of the Delivered Products and shall not be deemed to exclude any other remedy under law. or in equity to Buyer, its affiliates, subsidiaries, customers or users of the delivered product. Buyer’s inspection, installation, acceptance, use or payment of all or any part of the Delivered Products shall not affect Buyer’s warranty rights. Seller will at its own expense indemnify, defend and hold harmless, Buyer, directors, officers, employees, affiliates, subsidiaries, agents, customers and end users, from any and all loss, damage or liability (including without limitation, reasonable legal fees and expenses) arising from or arising from any defect in the Delivered Product, or from any act or omission of an authorized seller, agent, employee or subcontractor in connection with the delivered product. This indemnification will supplement the seller’s warranty obligations.
Check and Check: All goods ordered hereunder shall be inspected and installed by the purchaser to the extent practicable at all times and places. Such goods shall be inspected and final accepted by the buyer within a reasonable period of time after delivery to the buyer. It is expressly agreed that pre-shipment inspection and payment shall not constitute final acceptance. If the delivered goods do not meet the specifications, are unsatisfactory or disallowed or rejected by the manufacturer, or do not conform to the requirements of the order, the Buyer has the right to return the order. there. Goods delivered and rejected in whole or in part may, at the option of the buyer, be returned to the seller or held for disposal at the seller’s risk and expense. The buyer shall have the right, but not the obligation, to inspect the seller’s records for the purpose of determining compliance with the terms of the order. If a compliance review is performed, the buyer or his duly appointed representative will provide reasonable notice to the seller, and records can only be inspected during normal business hours. Buyer will bear all inspection costs. Inspection rights will expire upon termination of the order.
Buyer’s Property: The title and immediate title of any property, including but not limited to, samples, tools, jigs, dies, equipment or materials supplied by the purchaser Issued or paid will remain with the buyer. No article created therefrom shall be made available to any other party by Seller without Buyer’s prior written consent. The seller must keep adequate records of such property, which shall be made available to the buyer upon request, and shall store, protect, preserve, and maintain such property in accordance with public practice. healthy business, at the seller’s expense. Unless otherwise agreed by Buyer, Seller shall insure Buyer’s interest in such goods or property against all risks of theft, loss or damage. In the event Buyer’s property is lost or damaged to any extent due to any cause in the Seller’s possession, Seller agrees to indemnify Buyer or replace such property, at seller’s fee, at buyer’s request. Upon completion of the goods requested by the buyer in the order for which the property of the buyer is claimed, the Seller shall request disposition instructions for all such property or the remainder thereof, whether in primary or primary form. Seller agrees to make such property available to buyer upon request by buyer, in a manner required by buyer including preparation, packaging, and shipping by email. Seller’s property is lost or damaged to any extent to any extent while in Seller’s possession, Seller agrees to indemnify Buyer or replace such property, at Seller’s expense. for sale, at the request of the buyer.
Specifications drawings and reviews: If, during the term of the Purchase Order, the buyer’s representative reviews the specifications or other data developed by the seller in connection with the order and makes a proposal for the purchase. publish or comment on or approve such documents and data, such action is solely the expression of the opinion of the buyer and shall not relieve the seller of any responsibility for the reliability, quality, or , yield rate, cost, delivery, performance or any other requirement of the Purchase Order.
Drawings and Data: Seller shall keep confidential all information, specifications or data specifically provided or prepared by the buyer in connection with the execution of the order, and shall not disclose or use such information, drawings, specifications or data for the benefit of any other party. Unless required for efficient fulfillment of orders. Seller may not reproduce or permit making copies without the prior written consent of the purchaser. Seller may not use, directly or indirectly, any such data or any information obtained therefrom for any purpose other than fulfillment of an Order without consent. in writing by Buyer. Seller will return all Buyer information, drawings, specifications or data upon termination of this agreement or Buyer request.
Use of Information: Seller agrees that all information herein before or later provided or disclosed by seller to buyer in connection with placing or completing an order is provided or disclosed as a part of the review of the order, that such information shall not be provided, unless otherwise agreed to by Buyer in writing, shall be treated as confidential or proprietary and Seller shall assert no claim for any reason Buyer, his assignee or customer uses or discloses such information.
Advertising: Seller will not advertise or otherwise disclose that it has provided a buyer or has contracted to provide a buyer with the goods or services referred to herein in any way without prior written consent of the purchaser. Seller will not disclose any order details to any party except as may be otherwise provided.
Termination: Buyer may terminate, Cancel the order without liability to Buyer. Upon receipt of such notice, Seller shall immediately cease all work and placing of all orders for materials, vehicles and supplies in connection with the execution of the order and shall proceed to cancel the order. Drop all orders immediately.
Obey the law
General: Seller must fully comply with all applicable federal, state, and local laws in the performance of this agreement, including, without limitation, all applicable employment laws, taxes, export controls and the environment.
Indemnification: Seller will defend, hold harmless and indemnify the buyer from and against any liability and costs (including, without limitation, attorneys’ fees and charges. expertise and other disbursements) arising out of or in connection with any third party damage, injury or claim or claim for personal recovery and business, trademark or promotional harm or infringement , death or property damage caused by or arising out of any delivered product (whether such claim or claim arises as a result of tort, negligence, contract, warranty, liability, strict legal principles or other legal theories), except where such injury, damage or loss is the result of negligent act, alteration or misuse by the purchaser.
The relationship of the parties: the seller and the buyer are independent individuals. Nothing in the order shall be deemed to create a partnership, joint venture, franchise, employment or agency relationship between the parties. Neither party has the right or authority to bind or compel the other.
Limited Liability: Under no circumstances will the buyer be liable for any incidental, indirect, special, consequential or punitive damages, even if the buyer knew or ought to have aware of the possibility of such damages. The sale, agreement to sell or transfer products or services to Viptoys constitutes your acknowledgment and agreement to the full text of the terms and conditions set forth herein.