TERMS OF SERVICE
Revised May 25, 2018
TERMS OF SERVICE (www.shop.instent.com)
Distributor (“Buyer”,“You”, “Your” or “User”) agrees that by purchasing goods or services you agree to enter a legally binding Contract with VAE Industries Corporation, a Delaware corporation (“Instent”, “us”, “we”, or “our”), If you do not agree to the terms of this Contract do not purchase or use our Products or Services. If you wish to terminate this Contract you may do so at any time by cancelling your Distributor membership and no longer accessing or using this website.
YOUR PURCHASE OF OUR GOODS OR SERVICES THROUGH THIS WEBSITE ACKNOWLEDGES THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
PRODUCTS. The description, features, and technical specifications of Products on our website are general in nature and only intended for your general reference. We reserve the right to modify or remove any Product or technical item shown on our website and may do so at any time without notice or obligation to modify in any way Products you ordered prior to our changes in descriptions or features.
PRICES. Unless otherwise specified all prices are FOB VAE Industries’ warehouse and exclusive of any applicable sales and use taxes, insurance, and transportation costs. This means title and all risks of loss and damages pass to you once we deliver the Products to the carrier at our warehouse. You are responsible for all freight and transportation, storage, and similar charges incurred at destination. We recommend you obtain insurance offered through the carrier you select for delivery because you bear the risk of loss. The applicable prices are those shown on our website at the time you complete the online order. Prices are subject to change without notice. You acknowledge that fluctuations in any applicable currency exchange rate may affect the actual price you pay. You acknowledge and agree that our distributor pricing information on this website is confidential and intended only for authorized distributors and you agree not to disclose, directly or indirectly, to any third party any portion of the pricing without our prior written consent.
We retain all right, title and ownership to the Products sold until you have made full and complete payment of the purchase price, including any and all applicable taxes and charges. This does not modify or change the risk of loss or damage provisions of this Contract. Should you fail to pay the full purchase price for the Product, including any applicable taxes and charges in accordance with the terms of this Agreement, we shall have the right to demand and require the immediate return of the Products, in good and workable condition at your expense.
SHIPMENT. We provide an estimated Expected Shipping Date. It is only an estimate because production does not begin until you provide all necessary information, art approval and payment. Production time varies depending on your requests. We will notify you of expected delays when possible. You also acknowledge that delivery is by third-party carriers and delivery delays are beyond our control.
We reserve the right to make partial shipments of items in your order and may ship from any location we select. You agree that we shall not be liable for any loss, damage, detention, delay or failure to deliver resulting from causes beyond our reasonable control including, but not limited to, fire, explosion, flood, strike or other differences with workmen, accidents to our facility, acts of sabotage, shortage of facility, material or labor, delay in transportation, delay of supply of product to us, breakdown or accident, riot, insurrection, civil or military authority, governmental controls, restrictions, sanctions, or regulations, whether legal or de facto, including but not limited to failure to obtain export or import licenses, a force majeure event effecting any of our suppliers or any other cause beyond our control. All delivery and performance periods shall be adjusted and extended as necessary due to any such occurrence.
You must immediately report any lost or damaged Product to the freight company that delivered the Product and seek all compensation for such loss or damage from the freight company. You agree to make any claim for damage resulting from manufacturing defect to us in writing within eight (8) business days of receipt of the Product and prior to any use of the Product. You agree that returns and exchanges require our prior written consent and you shall provide written request for refund or exchange within 5 business days of delivery and prior to use of the Product. We will issue a credit towards future purchase for any accepted returns. There are no refunds for shipped Product. You are responsible for any costs or expenses for returned or exchanged Products.
If you purchase the Products export, our standard terms and conditions for export sales apply. Acceptance of export orders is not valid unless confirmed in writing by us. You are responsible for compliance with all United States export control rules and regulations. You shall not name VAE Industries Corporation as “shipper” or “exporter of record” on any Shipper’s Export Declaration or in connection with the export of any Products purchased from us.
OVERSHIPMENT. We do not intentionally supply Products in excess of what you order. In the event of any over shipped product material, you agree to return the over shipped Product as we direct and at our expense.
We retains all right, title, and interest in and to our plans, specifications, designs, drawings, patterns, computer codes, technical information, intellectual property and know-how as the exclusive property of VAE Industries Corporation. This Contract, your use of our website, or purchase of Products does not grant you or anyone else any intellectual property license or rights in or to any patents, copyrights, trademarks, trade secrets, or proprietary information owned or controlled by VAE Industries. You agree to maintain in confidence, not disclose to any third party, or use for any purpose other than that for which we have supplied, any of our information or property designated by us as confidential, secret, or proprietary information of VAE Industries Corporation. You agree that you will not identify as ‘genuine’ or use our trademarks with any Products you have treated, modified, or altered in any way. We will rely on any information, plans, specifications, designs, drawings, patterns, computer codes, technical information, or other information you supply to us and you agree that we shall not be liable or responsible for any damages or loss arising out its incorporation in the Products you order and purchase. You specifically warrant that any plan, specification, design drawing, pattern computer codes, technical information, or other information you provide to us, nor any use of the Products you contemplate or make, infringes any patent, copyright, trade secret or other intellectual property rights.
You make the following promises to us in this Contract:
You have the full right and authority to enter into this Contract, that you have accurately identified yourself and have not provided any inaccurate information, and you are an entity or sole proprietorship of an individual 18 years or older authorized to do business under applicable law. Creating an account or ordering Products with false information is a violation of our terms, including doing so on behalf of persons under the age of 18, and will result in immediate termination of your status as a Distributor and access to this site and wholesale prices.
You agree to honor your payment obligations and you understand that third-party payment processors may store your payment information. You understand that there may be fees and taxes added to our prices based on the billing information that you provide at the time of purchase. You understand that your total payments for purchases may vary from that indicated on our website due to taxes and applicable exchange rates or fees based on your location.
This is our disclaimer of legal liability for the quality, safety, or reliability of our Products:
Customized Products ordered to your specifications will conform to any plans, drawings, patterns, samples, or other description furnished or adopted or provided by you and clearly communicated to us. Seller warrants that for a period of one (1) year from the Delivery Date, Products will be fit and sufficient for the purpose intended; and that all goods are merchantable, of good material and workmanship, and free from defect. Such warranties, together with our service warranties and guarantees, if any, shall survive your inspection, acceptance of, and payment for the Products and shall apply to you, your successors, and assigns. You must provide written notice of any defects or nonconformity to usno later than five (5) business days after delivery. In the event the Product fails to properly perform or has a defect, you may, at our option and in addition to all other remedies available at law, require prompt correction, repair, or replacement of the defective or nonconforming Product. We shall bear the cost of labor and components to correct any defective or nonconforming Products. Return of defective or nonconforming Product to us is at your expense. The option to correct, repair, or replace defective or nonconforming Product shall not apply if the failure of the Product is due to normal wear, negligence in the use of the Product, including but not limited to the use of the Product in high-wind conditions or failure to maintain the Product in the manner prescribed by us or the manufacturer. Any correction or replacement of the Product or its parts by us does not extend the initial one (1) year warranty period.
Limitation of liability
These are the limits of legal liability we may have to you.
You acknowledge we are only responsible for the sale and arranging delivery of Products. We do not assemble the Products and bear no liability for bodily injury or other damages caused by the failure of the Products to perform.
TO THE EXTENT PERMITTED UNDER LAW VAE INDUSTRIES CORPROATIONSHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF OPPORTUNITIES, REPUTATION, GOOD WILL, PROFITS OR REVENUES, RELATED TO YOUR USE OF ANY OF OUR PRODUCTS.
IN NO EVENT SHALL THE LIABILITY OF VAE INDUSTRIES CORPROATION SHALL AND ITS AFFILIATES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS GREATER THAN THE PURCHASE PRICE YOU PAID FOR THE APPLICABLE PRODUCTS.THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND VAE INDUSTRIES CORPROATIONAND SHALL APPLY TO ALL CLAIMS OF LIABILITY INCLUDING BUT NOT LIMITED TO WARRANTY, TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY, OR ANY OTHER THERORY OF LIABILTY EVEN IF VAE INDUSTRIES CORPROATIONOR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, SUCH DAMAGES ARE FORESEEABLE AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. If applicable law limits the application of this exclusion of liability, you agree that our liability is limited to the maximum extent permissible. For the avoidance of doubt, our liability limits and other rights set forth in this Contract apply likewise to our affiliates, licensors, suppliers, agents, directors, officers, employees, and other representatives.
You shall defend, indemnify, and hold harmless VAE Industries Corporation and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns against any claims, demands, actions, causes of action, costs, liabilities, losses, harm and damages of any kind (including attorneys’ fees), regardless of the theory of liability, incurred by or threatened against VAE Industries Corporation in connection with any modifications by you to the Products or services supplied, the incorporation of the Products into any other product, the extension of any warranties beyond those provided herein, or any other acts or omissions by you related to the sale or distribution of the Products or services provided by us. You agree to defend, indemnify, and hold VAE Industries Corporation and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns claims related to infringement or violation of any copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos, or other content you provide us. Indemnified Claims include, without limitation, claims arising out of or related to negligence by VAE Industries Corporation and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. Your obligations to indemnify include retention and payment of attorneys and payment of court costs, as well as settlement at your expense and payment of any judgments. You acknowledge and agree that we have the right to reject any settlement or compromise that requires we admit wrongdoing or liability or subjects us to any ongoing affirmative obligations.
The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
We may send notices pursuant to this Contract to the email contact you provide which are deemed received 24 hours after they are sent. You may send notices pursuant to this Contract firstname.lastname@example.org and such notices will be deemed received 72 hours after they are sent.
No delay, failure, or default will constitute a breach of this Contract to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or nature, strikes or other labor disputes, riots or acts of civil disorder, government embargoes or seizures, or other causes beyond the performing party’s reasonable control.
You may not assign this Contract or your status as a Distributor or otherwise provide access to this site and distributor pricing list without our prior express written consent.
To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Contract invalid or otherwise unenforceable in any respect. If a provision of this Contract is held invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Contract will continue in full force and effect.
We will not be deemed to have waived any of its rights under this Contract by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Contract will constitute a waiver of any other breach of this Contract.
You acknowledge and agree that this Contract and all claims arising out of or related to this it will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Huntington Beach, Orange County, California. This provision governs all claims arising out of or related to this Contract, including without limitation tort claims.
You shall not permit any third party to access or use this website or Distributor pricing or services in violation of any U.S. law or regulation or export any Product purchased from us or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations.
These Terms of Service set forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.