Terms & Conditions

PROPOSALS
Written proposals or quotations (collectively “Quotations”) are firm for thirty (30) days from date of issue, unless otherwise provided for in writing. Quotations are subject to re-negotiation if quantity, option, accessory or any other condition is changed from the original quotation. Unless otherwise indicated, Quotation prices do not include freight, tax, or other government charges, all of which shall be the responsibility of Buyer (as defined below). For the purposes of these Terms and Conditions, the term “Goods” used hereinafter shall mean and include all products, goods, materials, supplies, equipment and all labor and services in connection therewith as outlined in the Quotation. “Project” and “Price” refer to the meaning ascribed in the Quotation. The Quotation, together with these Terms and Conditions, form the entire agreement between the parties with respect to the Goods.

PLAN APPROVAL
All items quoted are subject to approval, in accordance with plans and specifications, not including any addenda unless otherwise stated. Vanzelia requires one (1) set of submittals that are marked approved by the engineer or specifying authority to be sent to our office before any order will be released for shipment. In the case of Buyer agreements where prototypical bid documents represent the general configuration for multiple locations, one set of approval drawings will be submitted for approval each calendar year. Specific changes to the prototype will be addressed with individual approval drawing submissions, negating the requirement for the full approval process.

ACCEPTANCE OF ORDER, TERMINATION
Acceptance of any order is subject to credit approval and acceptance of order by Vanzelia and, when applicable, Vanzelia’s suppliers. If credit of the buyer of the goods (“Buyer”) becomes unsatisfactory to Vanzelia, Vanzelia reserves the right to terminate upon notice to Buyer and without liability to Vanzelia.

SPECIAL ORDERS
Orders for special, made-to-order Goods cannot be cancelled nor returned and Vanzelia may require upfront full or partial payment for such Goods.

SHIPMENTS
All shipments are FOB manufacturer’s factory. Buyer’s written acceptance, whether written or electronic, or acceptance of delivery of Goods from Vanzelia, whichever occurs first, shall be deemed to be an acceptance of Vanzelia’s offer to supply the Goods, as contained in the Quotation and these Terms and Conditions.

SHIPPING DATES
Manufacturers will do their utmost to meet client’s delivery requirements and manufacture product with the acknowledged or requested shipping dates. Vanzelia cannot be held liable for manufacturing delays or for delays in delivery. Vanzelia will not accept penalty charges for such delays. Shipping dates are approximate and are based on conditions existing at the time of receipt of client’s account acceptance, purchase order, approved submittals, shop drawings and acceptance of order by the manufacturer.

SHIPPING CLAIMS
Subject to the security interest set forth in Section 8, title to the Goods and risk of loss of the Goods shall pass to Buyer upon delivery to a carrier or to Buyer’s truck (F.O.B. shipping point). Carrier routing will be at the discretion of the manufacturer unless the Buyer directs otherwise in writing and assumes additional charges for special routing. Buyer or its consignee must inspect merchandise upon receipt for any shortage, loss or damage and sign for any such discrepancies. Any such discrepancies must be reported to Vanzelia within three (2) business days after receipt so that Vanzelia may file necessary claim forms to obtain proper credit to its client. Buyer shall have no right of offset from outstanding invoices with respect to any claims made. Vanzelia will not be held responsible for replacing Goods if not informed within the aforementioned timeframes of receipt by client of such damage or loss to Goods or if the manufacturer of such Goods denies any claim for damages.

FREIGHT CHARGES
All orders are plus freight paid by the clients, unless manufacturer terms prevail with freight terms prepaid by manufacturer. Quoted freight dollars are estimates only and are subject to be changed pending carrier’s final invoice. Expedited delivery, lift gate, pallet jacks, after hour’s deliveries, etc. will result in additional charges.

DELAY IN DELIVERY
Vanzelia is not to be accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Vanzelia’s reasonable control. Factory shipment or delivery dates are the best estimates of our suppliers, and notwithstanding anything to the contrary, in no case shall Vanzelia be liable for any delay damages, damages, costs, expenses, consequential or special damages arising from any delay in shipment or delivery.

TAXES
Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Vanzelia for any such tax, within three (3) days of receiving an invoice, as permitted by local and state laws or provide Vanzelia with acceptable tax exemption certificate.

PAYMENT
Terms of payment are net thirty (30) days. Whenever, for any reason, doubt as to Buyer’s financial responsibility develops, Vanzelia may require cash payment in advance and/or other credit enhancements. Buyer grants to Vanzelia a purchase money security interest in the Goods delivered pursuant hereto by Vanzelia to secure payment of all amounts owing from client to Vanzelia. Buyer agrees and irrevocably appoints Vanzelia its agent to execute all such documents and instruments and to take such other action as may be necessary or reasonably required by Vanzelia to perfect and otherwise protect Vanzelia’s security interest hereunder. The forgoing agency is coupled with an interest hereunder and shall be irrevocable as long as client owes any amounts to Vanzelia. Vanzelia reserves the right to charge interest. The interest rate will be at the lesser of either one and one-half percent (1.5%) per month, or the maximum rate allowed by law if the Buyer is delinquent in payment of invoices.

RETURNS
All returns are subject to and contingent upon individual manufacturer’s terms and conditions for returns. Returns will only be accepted if Vanzelia issues a Return Goods Authorization (“RGA”). Any request for a RGA must be made within thirty (30) days of invoice date. RGA’s are active for twenty-five (25) days. Material will not be accepted on expired RGA’s and credit will not be issued. Custom orders or modified standard Goods are not returnable. Returned merchandise must be in its original factory carton and in new and salable condition. Credit for merchandise is subject to inspection. Returns may be subject to a restock fee. Return shipping costs are the responsibility of the Buyer.

WARRANTIES
Vanzelia warrants that the Goods sold hereunder are of merchantable quality and that it can convey the title to the Goods free of any security interest or other lien subject to payment for such Goods. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW VANZELIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE GOODS OR THE USE THEREOF INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Vanzelia accepts no responsibility for voltage determination or finish requirements.

WARRANTY ADMINISTRATION
Vanzelia will administer manufacturer’s warranties in accordance with the manufacturer’s specifications.

MANUFACTURER TERMS AND CONDITIONS
The manufacturer’s terms and conditions of material supplied by Vanzelia to Buyer shall convey to Buyer.

INDEMNIFICATION
BUYER SHALL INDEMNIFY, REIMBURSE, DEFEND AND HOLD VANZELIA, THE MANUFACTURER, AND EACH OF THEIR AFFILIATES, EMPLOYEES, REPRESENTATIVES AND AGENTS (“INDEMNITEES”) HARMLESS FROM AND AGAINST ANY LOSSES, LIABILITIES, DAMAGES, DEFICIENCIES, COSTS OR EXPENSES (INCLUDING INTEREST, PENALTIES AND REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) THE INDEMNITEES MAY INCUR AS A RESULT OF, ARISING OUT OF, OR RESULTING FROM VANZELIA’S SUPPLY OR FAILURE TO SUPPLY GOODS HEREUNDER, OR RELATED TO ANY GOODS SOLD OR ANY USE OF SUCH GOODS.

MODIFICATION OF TERMS AND CONDITIONS
These Terms and Conditions control and supersede all other communications, negotiations, and prior oral or written agreements or statements regarding the Goods or subject matter of these Terms and Conditions. No change, modification, rescission, discharge, abandonment, or waiver of these Terms and Conditions shall be binding upon Vanzelia unless made in writing and signed on its behalf by a duly authorized representative of Vanzelia. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these Terms and Conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Additional or different terms proposed by Buyer or any attempt by Buyer to vary in any degree any of these Terms and Conditions whether by purchase order, acceptance, payment, invoice, quote or otherwise are hereby deemed a material alteration and notice of objection and rejection of such terms is hereby given. If Buyer shall deem this document an acceptance of a prior offer, such acceptance is expressly conditional upon, and limited to, Buyer’s acceptance of these Terms and Conditions set forth herein.

GENERAL
These Terms and Conditions shall be governed by the laws of the State of Washington without reference to its internal conflicts of laws principles. In the event that any one term or condition listed above should be deemed invalid, all other terms and conditions will remain valid and in full effect. Vanzelia shall not be liable or obligated to the Buyer for its failure to perform hereunder if and to the extent that such failure to perform is beyond its reasonable control. These Terms and Conditions shall control in all respects concerning the purchase of Goods from Vanzelia notwithstanding the printed terms and conditions stated in any purchase order, sales order, order acknowledgement or other form submitted in connection with the purchase of Goods. Vanzelia hereby objects in advance to any printed terms and conditions set forth in any such sales order, purchase order, order acknowledgement or other form submitted in connection with the purchase of Goods to the extent inconsistent with these Terms and Conditions contained herein.

WAIVER
The failure of Vanzelia to insist upon the performance of any of the provisions of these Terms and Conditions or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under these Terms and Conditions.

ASSIGNMENT
Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Vanzelia, and any such assignment, without such consent, shall be void.

DISPUTE RESOLUTION
If a dispute between Vanzelia and Buyer arises out of the Quotation, these Terms and Conditions or the Goods, then Vanzelia may elect to arbitrate such dispute in the manner provided below, or to litigate the dispute in a forum with jurisdiction to decide the dispute. Any arbitration shall be conducted in accordance with the Construction Industry Rules of the American Arbitration Association; provided, however, that only one arbitrator shall hear the case. Buyer agrees, upon the request of Vanzelia, to submit a dispute to a mediator and to negotiate in good faith to reach an agreement with respect to the dispute. These Terms and Conditions and the Quotation shall be governed by the laws of the State of Washington. Any dispute, controversy or claim arising out of or relating in any way to the Quotation, these Terms and Conditions or the Goods, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach, shall be exclusively resolved by following the dispute resolution procedures set forth above. Mediation and Arbitration of any such dispute shall occur in King County, Washington or Chelan County, Washington.

SURVIVAL
These Terms and Conditions shall survive the delivery of the Goods and the completion or termination of the Quotation and these Terms and Conditions.

COMPLETE AGREEMENT
The provisions of these Terms and Conditions, including the specifications and standards set forth in the Quotation shall control. In the event of an irresolvable conflict among the specifications set forth in these Terms and Conditions, or the other related contract documents, including, but not limited to, purchase orders and invoices, then these Terms and Conditions shall control.