Net payment terms may be available to established customers purchasing more than US$10,000 annually, or new customers placing an initial order of US$10,000 or more. All credit accounts are subject to an approved credit application and written authorization by Vacuforce LLC.
These Terms and Conditions of Sale ("Terms") apply to the sale of goods, industrial components, equipment, engineered assemblies and related services by Vacuforce LLC ("Seller" or "Vacuforce") to its customers ("Buyer").
These Terms apply to purchases made through pneuforce.com, directly through Vacuforce LLC, or pursuant to quotations and accepted purchase orders, to the extent properly incorporated into the applicable transaction.
Buyers should carefully review product specifications, quantities, shipping requirements and application suitability before placing an order. Please contact Vacuforce if clarification is required.
Any provision that cannot lawfully apply to a particular transaction will be subject to applicable mandatory legal requirements.
All orders submitted to Vacuforce LLC are subject to review and acceptance by the Seller. An order shall not be binding upon Vacuforce until accepted in writing, including through an order confirmation or other authorized electronic communication.
Vacuforce reserves the right to reject or request clarification of an order where product availability, specifications, pricing, credit status or other material information requires verification.
Any terms or conditions contained in a Buyer's purchase order or other documentation that differ from or supplement these Terms are expressly objected to and shall not apply unless expressly agreed to in writing by an authorized representative of Vacuforce LLC, subject to applicable law.
No course of dealing, failure to object, or acceptance of payment shall constitute an intentional waiver of these Terms, except as otherwise required by law.
Unless expressly stated otherwise, written quotations are valid for 30 calendar days from their date of issue and are subject to final order acceptance.
Prices are stated in United States dollars (USD) unless another currency is expressly identified. Applicable taxes, freight, duties, insurance and other charges are additional unless specifically included in the quotation.
Pricing for an accepted order shall be as set out in the accepted quotation or order confirmation, subject to subsequently agreed changes.
Any Buyer-requested modification involving product design, quantities, specifications, materials, delivery arrangements or engineering requirements may result in revised pricing and lead times, subject to written agreement.
Clerical, typographical and obvious pricing errors may be corrected before order acceptance. Any correction to an accepted order requires agreement or another applicable contractual or legal basis.
Vacuforce accepts major credit cards and other payment methods expressly approved by the Seller. Orders are payable in advance unless credit terms have been approved in writing.
Credit accounts may be offered to established customers with annual purchases exceeding US$10,000 or new customers placing an initial order of US$10,000 or more, following approval of a completed credit application.
Meeting these purchasing thresholds does not guarantee credit approval. Credit limits and payment periods are determined by Vacuforce.
Invoices not paid by their contractual due date may incur interest at 1.5% per month (18% per annum, calculated as simple interest) , or the maximum rate permitted by applicable law, whichever is lower.
Vacuforce reserves the right, subject to applicable law and existing contractual commitments, to suspend further credit sales or require advance payment where invoices are overdue or reasonable concerns arise regarding the Buyer's ability to pay.
The Buyer shall not withhold, deduct or set off amounts properly due unless agreed in writing by Vacuforce or otherwise permitted by applicable law.
Where a credit card refund is authorized, payment processing fees may be deducted only to the extent such deductions have been properly disclosed and are permitted by applicable law, card-network requirements and the payment processor's rules.
Products supplied by Vacuforce are covered by the applicable manufacturer's written warranty, generally for a period of 12 months, unless a different period or scope is expressly specified for the product.
Warranty coverage for Vacuforce-branded products shall be as expressly stated in the applicable Vacuforce product documentation or accepted quotation. Third-party products may be subject to their respective manufacturers' terms.
Warranty remedies may include repair, replacement or refund, as provided in the applicable written warranty and subject to applicable law. Any agreed exclusive remedy is subject to the limitations imposed by applicable law.
To the extent permitted by applicable law, warranty coverage does not extend to defects, failures or damage caused by:
EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN WRITING BY VACUFORCE LLC, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VACUFORCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NOTHING IN THESE TERMS EXCLUDES A WARRANTY OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED.
Industrial products supplied by Vacuforce may be incorporated into complex manufacturing and automation systems. The Buyer acknowledges responsibility for the safe integration and operation of its complete equipment and processes, except to the extent expressly undertaken by Vacuforce.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VACUFORCE LLC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, PRODUCTION DOWNTIME, LOSS OF BUSINESS, LOSS OF PRODUCTION, BUSINESS INTERRUPTION OR LOSS OF MATERIALS OR WORK IN PROCESS, ARISING FROM OR RELATED TO THE GOODS OR SERVICES SUPPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF VACUFORCE LLC ARISING FROM OR RELATED TO ANY GOODS OR SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO VACUFORCE FOR THE PARTICULAR GOODS OR SERVICES GIVING RISE TO THE CLAIM.
THESE LIMITATIONS APPLY WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANOTHER LEGAL THEORY, EXCEPT WHERE SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
The Buyer is responsible for verifying that selected products meet the requirements of their intended application, including dimensions, materials, operating pressures, flow rates, vacuum levels, environmental conditions and system compatibility.
Technical advice, product suggestions, calculations and recommendations provided by Vacuforce are based on information made available by the Buyer and do not constitute a guarantee of performance in an application unless such performance requirements are expressly incorporated into an accepted written agreement.
The Buyer is responsible for conducting appropriate testing, validation, safeguarding and risk assessment of the final machine, installation or production process.
Application Engineering: Where Vacuforce expressly agrees in writing to undertake design, product selection or performance responsibilities, the scope of those obligations shall be defined by the applicable accepted quotation, engineering specification or other written agreement.
Custom-engineered products, specialized vacuum assemblies, prototypes, modified components and manufactured-to-order equipment may require dedicated engineering, materials, tooling and production commitments.
Where drawings, technical specifications, operating parameters or design requirements are submitted for approval, the Buyer shall review and approve the relevant information before manufacture begins.
Modifications requested after approval may require additional engineering charges, revised pricing and adjusted delivery dates.
Unless expressly agreed otherwise in writing, the Buyer is responsible for confirming suitability of the completed product within the overall machine or production application.
Custom Product Orders: Once accepted, custom-engineered, manufactured-to-order, modified and specially procured products are considered non-cancellable and non-returnable for convenience, except with Vacuforce's prior written consent or where applicable law provides otherwise.
Products may be returned only with prior written authorization from Vacuforce LLC. Unauthorized returns may be refused.
Requests for discretionary returns of standard stocked products must normally be submitted within 30 days of delivery. Approval is subject to product condition, resale suitability and any applicable contractual requirements.
Approved discretionary returns of standard stocked products are subject to a 25% restocking charge, plus applicable return freight and permitted payment processing charges.
Returned products must be unused, undamaged, complete and in their original packaging unless otherwise agreed.
Specially ordered, custom-manufactured, modified or engineered products are not eligible for discretionary returns unless Vacuforce provides express written consent.
Where Vacuforce has supplied incorrect goods or goods subject to a valid warranty claim, the appropriate remedy shall be provided in accordance with the applicable contract, warranty and law.
Discretionary restocking charges shall not apply to returns required to remedy Vacuforce's own error or a verified covered defect.
Accepted orders may not be cancelled for the Buyer's convenience without prior written approval from Vacuforce LLC, except where a cancellation right exists under applicable law or the agreed contract.
Where a cancellation is approved, Vacuforce may require payment of reasonable cancellation charges reflecting applicable contractual commitments, incurred expenses and losses resulting from cancellation.
Such charges may include engineering, fabrication, purchased materials, non-recoverable supplier commitments, work in progress and other reasonable costs or losses, to the extent permitted by applicable law.
Custom, specially procured and manufactured-to-order products are generally non-cancellable once an order has been accepted.
No provision in this section shall prevent the Buyer from exercising a cancellation remedy that cannot legally be excluded.
Unless otherwise expressly agreed in writing, domestic United States shipments are made F.O.B. Point of Shipment under applicable U.S. commercial law.
Risk of loss generally passes to the Buyer upon proper delivery of the goods to the carrier, subject to applicable law and any contrary contractual agreement.
Title passes in accordance with the applicable shipment contract and governing law.
In the absence of specific shipping instructions, Vacuforce may select a commercially reasonable carrier and shipping method.
Partial shipments may be made where commercially reasonable unless the parties have expressly agreed otherwise.
Where the Buyer requests postponement of an agreed shipment, Vacuforce may, subject to the contract and applicable law, invoice completed goods and charge reasonable additional storage, handling or related expenses.
Where risk of loss has passed to the Buyer under the applicable shipment terms, claims for carrier loss, damage or theft should be submitted promptly to the carrier.
The Buyer should inspect deliveries promptly and report visible or concealed shipping damage as soon as reasonably practicable.
Vacuforce will reasonably cooperate in providing available shipping documentation to support a valid carrier claim.
Nothing in this section transfers to the Buyer a risk or liability that remains with Vacuforce under the applicable contract or law.
Delivery dates are estimates unless expressly agreed in writing as binding delivery commitments.
Vacuforce shall not be responsible for delays or failures in performance to the extent caused by events outside its reasonable control, subject to applicable law.
Such events may include natural disasters, severe weather, fire, war, civil disturbance, government restrictions, transportation interruption, labour disputes, supplier disruptions, epidemics or other qualifying events beyond reasonable control.
Vacuforce shall make commercially reasonable efforts to mitigate affected performance and notify the Buyer of a material delay.
Any rights of cancellation, suspension or other remedies arising from an extended delay shall remain subject to the applicable contract and law.
International quotations and shipments shall be subject to the agreed delivery terms specified in the applicable quotation or order confirmation.
Where an Incoterms rule is used, the applicable Incoterms edition and named location should be specified in writing.
Unless expressly included in the agreed sale terms, the Buyer is responsible for import duties, customs brokerage, applicable import taxes and compliance with import requirements in the destination country.
Vacuforce and the Buyer shall each remain responsible for applicable export control, sanctions and trade compliance obligations.
The applicability or exclusion of the United Nations Convention on Contracts for the International Sale of Goods shall be determined by the parties' governing-law agreement and applicable law.
Unless otherwise expressly agreed in writing, all pre-existing intellectual property, proprietary engineering methods, drawings, calculations, designs, technical documentation and know-how owned by Vacuforce remain the property of Vacuforce LLC.
Payment for engineering, development, prototypes, custom assemblies or tooling does not, by itself, transfer ownership of Vacuforce intellectual property.
Ownership, permitted use and disclosure of specifically commissioned project deliverables shall be governed by the applicable written agreement.
Buyer-supplied drawings and proprietary information remain subject to the Buyer's existing rights and any applicable confidentiality agreement.
Vacuforce expressly objects to additional or conflicting contractual provisions contained in customer purchase orders, supplier portals, procurement documents or other Buyer-issued forms unless specifically accepted in writing by an authorized Vacuforce representative.
This objection includes, without limitation, any proposed provisions imposing:
The treatment of conflicting forms and contract terms shall remain subject to applicable contract law.
The accepted quotation, order confirmation, these Terms to the extent incorporated, and any expressly agreed written modifications together constitute the parties' agreement for the transaction, subject to applicable law.
Vacuforce may revise its published Terms prospectively. Revisions do not automatically amend previously accepted orders or existing contracts.
If a provision is found invalid or unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.
A failure to enforce a contractual provision does not constitute a waiver of future enforcement.
These Terms and Conditions, and any sale, quotation, purchase order, or agreement between Vacuforce LLC and the Buyer, shall be governed by and construed in accordance with the laws of the State of Indiana, United States of America, without regard to its conflict-of-laws principles, except where mandatory applicable law requires otherwise.
Subject to applicable law, any legal action or dispute arising from such transactions shall be brought exclusively before the state or federal courts of competent jurisdiction located in Indiana. The Buyer and Vacuforce LLC consent to the jurisdiction of such courts.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these transactions.
Where a customer separately provides consent to receive SMS communications, Vacuforce may send messages consistent with the scope of that consent, including account verification or applicable transactional notifications.
Providing a mobile number or purchasing a product does not, by itself, constitute consent to receive marketing text messages.
Customers may withdraw applicable SMS consent using the instructions provided with the messages or by contacting Vacuforce.
Any SMS program shall operate in accordance with applicable consent, disclosure and telecommunications laws.
Our team is available to clarify product specifications, quotation details, payment arrangements and commercial requirements before an order is placed.
Vacuforce LLC
Industrial Vacuum & Pneumatic Solutions
Website:
vacuforce.com
Online Store:
pneuforce.com
Email:
orders@vacuforce.com
Phone:
1.866.280.3766