disclaimers are for the use of
the VESTA.DS,Inc WEBSITE; Read before using.
VESTA.DS,Inc’s Website is created and
operated by VESTA.DS,Inc from its office in the United Stated of America. This
Agreement is intended to set forth the terms and conditions in accessing
VESTA.DS,Inc’s Website or using any information contained on VESTA.DS,Inc’s
Website. Your use of this site shall be deemed to be your agreement to each of
the terms and all applicable laws set forth below.
All information, documents, products and
services, trademarks, logos, graphics, and images provided on VESTA.DS,Inc’s
Website are copyrighted and trademarked and are the property of VESTA.DS,Inc.
Any unauthorized use of any material contained on VESTA.DS,Inc’s Website may
violate copyright laws, trademark laws, and the laws of privacy and
communication statutes. VESTA.DS,Inc grants you the limited right to display
the materials only on your personal computer for your personal use. You agree
not to use the materials for any other purpose without the prior written
consent of VESTA.DS,Inc. You acknowledge that VESTA.DS,Inc’s Website may
include certain inaccuracies or typographically errors which may affect the
quality of materials and third-party content.
Services and materials are intended only
for VESTA.DS,Inc's customers and are provided only for your convenience.
VESTA.DS,Inc grants you no license or property rights to any such services and
materials. VESTA.DS,Inc does not warrant the accuracy, completeness, or other
reliability of services and materials and other items contained on this server
or any other server. Therefore, you are not to rely on any services and
materials provided in VESTA.DS,Inc’s Website unless we expressly advise you in
writing that you can. VESTA.DS,Inc expressly disclaims any and all warranties,
express or implied, including without limitation warranties of
merchantabilities and fitness for a particular purpose, with respect to any
service and material. Some jurisdictions do not allow exclusion of the implied
warranties, the disclaimer above may not apply to you in this respect.
Information Submitted by Users
If any viewer of this publication
responding with information, including personal information and feedback data
such as questions, comments and suggestions regarding the content of any
portion of this publication, such information shall be deemed to be
non-confidential. VESTA.DS,Inc shall have no obligation of any kind with
respect to such information and shall be free to reproduce, use, disclose and
distribute the information to others without limitation. Further, VESTA.DS,Inc
shall be free to use any ideas, concepts, know-how or techniques contained in
such information for any purpose whatsoever including, but not limited to,
developing, manufacturing and marketing products or incorporating such
Limitation of Liability
To the maximum extent permitted by
applicable law, NEITHER VESTA.DS,Inc NOR ITS AFFILIATES shall be liable for any
damage suffered because of your displaying, copying, or downloading information
or material contained on this site. In no event, shall VESTA.DS,Inc be liable
to you or any third-party for any indirect, extraordinary, exemplary, punitive,
special incidental or consequential damages (including loss of data, revenue,
profits, or other economic advantage) arising out of access to or use of any
content of any site or sites linked to VESTA.DS,Inc’s Website.
Viewing and using of any services and
materials on VESTA.DS,Inc’s Website constitutes your approval of this
Agreement. And any action related to these Terms will be governed by the law of
Dallas County, State of Texas to resolve any interpretations or dispute arising
from this Agreement and any conflicts that arise from VESTA.DS,Inc’s Website.
VESTA.DS,Inc may make improvements
and/or changes information or services described in VESTA.DS,Inc’s Website
without notice, and further agree that VESTA.DS,Inc can revise these Terms at
any time without notice by updating this posting. Continued use of the site
after such modifications have been made constitutes your acceptance of such
VESTA.DS,Inc Terms & Conditions of
1. ACCEPTANCE OF TERMS BY CUSTOMER.All orders submitted by a Customer
("CUSTOMER") are subject to final acceptance by VESTA.DS,Inc.
(“VESTA.DS,Inc”) at its headquarters. VESTA.DS,Inc accepts CUSTOMER's order
only on the condition that CUSTOMER agrees to accept the terms and conditions
of sale set forth herein ("Terms") and to waive any terms and
conditions contained in any order form, confirmation order, or any other
writing of CUSTOMER, whether previously or hereafter delivered, which either add
to, differ from, modify, conflict with or are otherwise inconsistent with any
term or condition herein. CUSTOMER's acceptance of the products ordered
("Product") will constitute agreement by CUSTOMER to these Terms.
2. ACCEPTANCE OF PRODUCTS BY CUSTOMER.All claims of CUSTOMER that Products
delivered do not conform to the accepted order shall be handled as claims for
breach of warranty and CUSTOMER shall be limited to those remedies available
for breach of warranty as described in Section 11 below. Claims that tender of
performance by VESTA.DS,Inc does not otherwise conform shall be effective only
if VESTA.DS,Inc shall be notified by CUSTOMER in writing of the non-conformity
within thirty (30) days of receipt of shipment of Product hereunder describing
the non-conformity in reasonable detail. If such notice shall be given on a
timely basis and the non-conformity does exist, VESTA.DS,Inc shall have a
reasonable opportunity to cure same.
3. GENERAL.These Terms shall govern and be deemed incorporated in
all agreements between VESTA.DS,Inc and CUSTOMER (hereinafter sometimes
referred to as the "PARTIES").
4. PAYMENT TERMS.ETC. Payment will be due in full upon
the earlier to occur of thirty (30) days after shipment, or notification that
Product is ready to ship, unless otherwise mutually agreed to in writing by the
PARTIES. These terms apply too partial as well as complete shipments. A service
charge at the rate of 1.5% per month (18% per annum) or the maximum rate
currently allowed by law, will be charged on past due accounts. In the event
VESTA.DS,Inc institutes legal proceedings for collection of past due accounts,
CUSTOMER shall pay all costs of collection including reasonable attorneys'
fees. VESTA.DS,Inc reserves the right to refuse or withhold shipment/delivery
of the Product referred to herein, or any part thereof, or to require cash
payment in advance is the sole discretion of VESTA.DS,Inc, it is determined
that the outstanding indebtedness of CUSTOMER exceeds reasonable credit terms,
or the financial condition of CUSTOMER does not justify shipment to CUSTOMER.
5. TAXES.Unless specifically exempted in writing, all sales, use,
excise and any other Federal, State, Municipal or Governmental tax relating to
the Product will be invoiced to CUSTOMER as a separate item in addition to the
price of the goods.
6. SHIPPING.Shipping terms are F.O.B. VESTA.DS,Inc's original point
of shipment. Unless otherwise specified by CUSTOMER in writing, VESTA.DS,Inc
shall select the method of shipment and direct shipment of Products to the
address of CUSTOMER. CUSTOMER shall pay or at the election of VESTA.DS,Inc
reimburse VESTA.DS,Inc for shipping costs. Risk of loss shall pass to CUSTOMER
upon delivery to the carrier regardless of notice to CUSTOMER. VESTA.DS,Inc
assumes no responsibility for insuring shipments unless specifically requested
in writing by CUSTOMER, in which case CUSTOMER shall be invoiced for the cost
7. DELIVERY.VESTA.DS,Inc will endeavor to make shipment to CUSTOMER
by the delivery date agreed upon by the PARTIES, but failure to do so, for
reasons beyond VESTA.DS,Inc's reasonable control, including but not limited to
causes described in the "force majeure" clause herein, shall not give
CUSTOMER any right or power to cancel the order or to hold VESTA.DS,Inc
responsible for any damages resulting from the failure to deliver by the
delivery date agreed upon by the PARTIES.
8. DAMAGE/SHORTAGE.If damage or shortage exists with
respect to any shipment and it is not concealed, CUSTOMER shall secure a
notation of such damage or shortage from the delivering agent on the freight
bill or delivery receipt. If damage is concealed, CUSTOMER must notify the
carrier within fifteen (15) days of delivery, hold the merchandise for its
inspection and secure a signed report from the carrier acknowledging the
damage. No claims for the damage or shortage will be allowed unless such
freight bill, delivery receipt or report is forwarded to VESTA.DS,Inc at its
headquarters within sixty (60) days of the date of the invoice.
9. CHANGE ORDERS.Order adjustments or changes, including
hold orders, partial releases, quantity modifications, and delivery schedule
changes, shall be confirmed by CUSTOMER in writing to VESTA.DS,Inc. Such
adjustments may, if VESTA.DS,Inc so determines, result in adjustments to
delivery schedules and prices with respect to that order.
10. CANCELLATION.Prior to delivery of Products to
CUSTOMER, CUSTOMER may cancel an order in whole or in part by giving written
notice to VESTA.DS,Inc; provided, however that CUSTOMER shall be liable for
cancellation charges on orders scheduled to be shipped within ninety (90) days
following the date the cancellation notice is received by VESTA.DS,Inc.
Following acceptance of the Products by the CUSTOMER, if all or any portion of
CUSTOMER's order is cancelled by CUSTOMER without default on the part of
VESTA.DS,Inc or without VESTA.DS,Inc 's express written consent, CUSTOMER shall
be liable to VESTA.DS,Inc for cancellation charges including, but not limited
to, VESTA.DS,Inc 's incurred costs and such profit as would have been realized
by VESTA.DS,Inc from the transaction had the agreement not been breached by the
11. LIMITED WARRANTY.LIMITATION OF REMEDIES AND DISCLAIMER;
EXCLUSIONS. The Products are not warranted, and all warranties express or
implied are disclaimed, except to the extent of the limited warranty on the
Products separately provided to the CUSTOMER. Such warranty is subject to all
the limitations and disclaimers contained therein. THIS LIMITED WARRANTY IS THE
ONLY WARRANTY AND IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
IN LAW OR IN FACT, INCLUDING BUT NOT LIMITIED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF
DEALING, OR OF PERFORMANCE, OR USAGE OF TRADE. THIS WARRANTY GIVES CUSTOMER
SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION.
12. FORCE MAJEURE.VESTA.DS,Inc shall not be responsible
for any delay or failure in shipping or delivery of all or any part of the
Product due to a cause or causes, including but not limited to acts of God,
acts of government, war, terrorism or threat of terrorism, warlike conditions,
riots, labor disputes, boycotts, epidemics, fire, flood, tornado, storm,
explosion or any changes in circumstances that are not reasonably foreseeable
or are beyond the control of VESTA.DS,Inc.
13. GOVERNMENT CONTRACTS.If the provision of Products by
VESTA.DS,Inc under accepted orders is subject to mandatory provisions of U.S.
law concerning contracts or subcontracts with or for the benefit of the U.S.
government, CUSTOMER shall so notify VESTA.DS,Inc in advance specifying the
mandatory provisions of U.S. law which apply.
14. SEVERABILITY.If for any reason a court of competent
jurisdiction finds any provision of these Terms or portion thereof to be
unenforceable, that provision shall be enforced to the maximum extent
permissible so as to affect the intent of the parties, and the remainder of
these Terms shall continue in full force and effect.
15. MODIFICATIONS.The terms and conditions stated herein
are the PARTIES' complete and exclusive agreement relating to the subject
matter hereof. Any modification thereof must be in writing, signed by both
PARTIES, and specifically reference the terms and conditions stated herein. No
additional or different terms shall apply as between the PARTIES and the
Products purchased hereunder unless the PARTIES execute written instruments
that specifically refer to the terms and conditions herein, including
CUSTOMER's purchase order. In the case of VESTA.DS,Inc, no one is authorized by
VESTA.DS,Inc to modify these terms and conditions or the warranty described in
Section 11 hereof in any respect or to create for VESTA.DS,Inc any other
obligation or liability in connection with the Product unless done so in a
written agreement signed by the President or a Vice President of VESTA.DS,Inc.
CUSTOMER agrees that any purported change by VESTA.DS,Inc shall be null and
void unless the President or a Vice President of VESTA.DS,Inc shall have
expressly so agreed to such change in writing.
16. NO ASSIGNMENT.CUSTOMER may not assign, transfer or
convey its right, title or interest herein or its duties hereunder, without the
express written consent of VESTA.DS,Inc. These Terms shall be binding upon and
inure to the benefit of VESTA.DS,Inc 's successors and assigns.
17. GOVERNING LAW, JURISDICTION AND VENUE.The terms and conditions herein shall be
governed by the substantive laws of the State of Texas without regard to the
conflict of law principles thereof. The PARTIES hereby consent to the exclusive
jurisdiction of the courts of Texas for the litigation of any claims between
them, whether in contract, tort or otherwise, relating to CUSTOMER 's order or
to the Products, and agree not to object to such jurisdiction or to assert
inconvenience of forum in Texas. Each of the PARTIES agrees to accept the U.S.
mail or any recognized overnight delivery service to effect service in such
18. NON-WAIVER OF RIGHTS.No failure or delay by VESTA.DS,Inc in
exercising any right or remedy hereunder will operate as a waiver of, or
impair, any such right or remedy. No full or partial exercise of any such right
or remedy will preclude any other or further exercise thereof or the exercise
of any other right or remedy hereunder or by law. No waiver of any such right
or remedy will be effective unless given in a signed written notice to the
other PARTY, which notice, if from VESTA.DS,Inc, must be signed by the
President or a Vice President thereof. No waiver of any right or remedy will be
deemed a waiver of any other right or remedy. No term or provision hereof will
be construed to limit, in any manner, the rights or remedies available to
VESTA.DS,Inc under law or otherwise, but rather, are in addition to and
cumulative of such other rights or remedies.
19. LIMITATIONS ON DAMAGES.OTHER EXCLUSIONS. VESTA.DS,Inc SHALL NOT
UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, ECONOMIC OR CONSEQUENTIAL DAMAGES, EVEN IF VESTA.DS,Inc HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF, (INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, REVENUES OR BUSINESS) OR ANY ECONOMIC DAMAGES WHATSOEVER. THIS
EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY
OTHER LEGAL THEORY. IN NO EVENT SHALL VESTA.DS,Inc 'S LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNT PAID TO VESTA.DS,Inc BY CUSTOMER FOR THE PRODUCT IN
QUESTION OR UNDER ANY AGREEMENT BETWEEN VESTA.DS,Inc AND CUSTOMER RELATING TO
SUCH PRODUCT. FURTHEREMORE, NOTWITHSTNDING ANYTHING TO THE CONTRARY IN ANY
AGREEMENT BETWEEN VESTA.DS,Inc AND CUSTOMER, VESTA.DS,Inc HEREBY DISCLAIMS (i)
ANY WRRANTY, LIMITED OR OTHERWISE, OR (ii) ANY PRODUCT LIBILITY FOR ANY THIRD
PARTY PRODUCTS OR ACCESSORIES THAT CUSTOMER PURCHASES WIHTOUT VESTA.DS,Inc’S
PRIOR AUTHORIZATION OR WRITTEN CONSENT. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OF ANY EXPRESS OR
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER.
Dear Customer, this document acknowledges our acceptance of your Purchase Order
[PO#XXXXXXX)] subject to the [Terms and Conditions of the Sale] herein
attached. Please review the information presented here and advise us at your
earliest convenience of any errors that you notice or disagreements that you
have. For expedient service, please contact us at the address and phone number
00printed below and refer to our order number [OR#XXXXXX] in all
*** All sales and purchases are final. No return of products purchased pursuant
to this Order Acceptance shall be accepted by VESTA.DS,Inc unless such return
is made with the prior consent of VESTA.DS,Inc and pursuant to the Product
Return Acknowledgment issued by VESTA.DS,Inc for such return. ***
VESTA.DS,Inc.Address: 401 South Dupont Ave, Ontario CA 91761