Terms & Conditions for Product or Service

The Vetted Equipment Supply, LLC Terms and Conditions (“Vetted Terms”) apply to the sale or supply of all products and the performance of all services by Vetted Equipment Supply, LLC (“Vetted”) to you as identified in the Sales Quote as Buyer (“Buyer”). As used herein, the “Agreement” or “Contract” means Vetted and Buyer’s executed Sales Quote and the expressly incorporated Vetted Terms. Vetted and Buyer are individually referred to herein as a “Party”, and collectively as the “Parties”.

1. ITEMS PURCHASED AND ACCEPTANCE

Vetted agrees to sell, and Buyer agrees to buy, the products listed in the attached Sales Quote (the "Goods") in accordance with the Vetted Terms. (See attached Sales Quote, incorporated by reference to these Vetted Terms). The offer in Vetted’s Sales Quote remains open until the earliest of the date specified in the Sales Quote or thirty (30) days from the date of the Sales Quote. Vetted may condition the Sales Quote to Buyer upon a third-party’s acceptance of Vetted’s independent and separate terms. Vetted may also amend, withdraw, or revoke any offer at any time prior to Vetted’s receipt of the executed Sales Quote as Buyer’s acceptance of an offer. The Vetted Terms are expressly incorporated into any oral or written Sales Quote, Offer, Purchase Order, Invoice, or Agreement. Buyer’s acceptance shall be limited to such Vetted Terms. Any differing or additional terms and conditions in any Buyer Purchase Order or other writing are expressly rejected and will have no force or effect. The commencement of performance by payment or shipment will not be construed as acceptance of any of Buyer’s terms or conditions that may be incorporated. The course of performance or usage of trade will not be applied to modify the Vetted Terms.

2. PAYMENT

The total purchase price and payment terms are detailed in the Sale Quote.

3. PAYMENT OF TAXES

Buyer agrees to pay all sales taxes, tariffs, and other governmental charges of every description that arise as a result of this sale, except as limited by the law. Buyer hereby indemnifies Vetted for all taxes, costs, fees, expenses, penalties, and other charges. Any amounts paid at any time by Vetted that are the responsibility of Buyer shall be invoiced to Buyer and promptly reimbursed.

4. LATE PAYMENTS

Buyer agrees to and accepts that any late payments will incur interest at 18.5% compounded annually or the maximum interest rate and shortest compounding term allowed per the state’s usury laws where Buyer’s facility is located, whichever is greater.

5. TITLE/RISK OF LOSS

Legal title shall pass to the Buyer upon complete payment and performance. VETTED DOES NOT TAKE POSSESSION OF THE GOODS AND IS NOT RESPONSIBLE FOR RISK OF LOSS.

6. INSPECTION

Buyer shall fully inspect all Goods and note any damage to Goods caused in transit, or shortages thereto, on transport documentation immediately upon receipt of Goods.  The Buyer, upon receiving possession of the Goods shall immediately inspect the Goods to ensure that they are not defective.  If Buyer believes that any Goods are defective, Buyer will contact Vetted in writing within three (3) days. Vetted, at its discretion, may assist Buyer with the Goods manufacturer to repair or replace defective goods. Goods not rejected in accordance with Section 5 are deemed accepted.

7. RETURNS

Vetted does not accept returns. Any return policies are per the Goods manufacturer’s terms and policies.

8. LEAD TIMES

Vetted will work the Goods manufacturer to meet preferred delivery dates but shall be in no way bound to deliver the Goods by the delivery date initially requested by Buyer in any given Purchase Order.

9. WARRANTIES

VETTED DOES NOT WARRANT ANY GOODS OR SERVICE ANY WARRANTY REQUESTS. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE BY VETTED, AND NONE SHALL BE IMPUTED OR PRESUMED. VETTED SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING LOSS OF USE, REVENUE, OR PROFITS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING LOSS OF GOODWILL), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER VETTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOT WITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ANY AND ALL WARRANTIES ASSOCIATED WITH THIS AGREEMENT ARE AT THE DISCRETION OF THE GOODS MANUFACTURER.

10. LIMITATION OF LIABILITY AND CLAIMS

THE LIABILITY OF VETTED FOR ALL CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THE PROVISION OF GOODS OR SERVICES TO BUYER, OR OTHERWISE UNDER AN AGREEMENT, INCLUDING ANY INDEMNITIES, PENALTIES OR LIQUIDATED DAMAGE (“CLAIMS”), WILL BE LIMITED TO A MAXIMUM, AGGREGATE TOTAL (“LIABILITY CAP”) OF (I) TWENTY PERCENT (20%) OF THE TOTAL PRICE PAID BY THE CUSTOMER FOR GOODS AND/OR SERVICES TO WHICH SUCH CLAIMS RELATE, OR (II) ONE MILLION U.S. DOLLARS ($1,000,000), WHICHEVER IS LOWER. VETTED WILL NOT UNDER ANY CIRCUMSTANCE BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS OF CROPS, LOSS OF REPUTATION, LOSS OF GOODWILL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR OTHERWISE – EVEN IF VETTED HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. IN ORDER TO BE ENTITLED TO MAKE A VALID CLAIM, BUYER SHALL NOTIFY VETTED OF ANY SUCH CLAIM WITHIN THIRTY (30) DAYS OF THE DATE OF THE EVENT GIVING RISE TO THE CLAIM, AND ANY LAWSUIT RELATING TO THE CLAIM MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE OF SUCH NOTIFICATION. CLAIMS THAT ARE NOT BROUGHT OR FILED IN ACCORDANCE WITH THE PRECEDING SENTENCE WILL BE NULL AND VOID. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY WILL APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE MANDATORY LAW.

11. DEFAULT

The occurrence of any of the following shall constitute a material default under this Contract:

a) The failure to make a required payment when due.

b) The receivership, insolvency, or bankruptcy of the Buyer.

c) The subjection of any of the Buyer’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.

d) Loss of any required license by any local, state, or federal government authority.

12. REMEDIES UPON DEFAULT

In addition to any and all other rights available according to law, if either Buyer or Vetted defaults by failing to substantially perform any material provision, term, or condition of the Contract, including without limitation the failure to make a monetary payment when due, the other Party may elect to cancel the agreement if the default is not cured within thirty (30) days after providing written notice to the defaulting Party.  The notice shall describe with sufficient detail the nature of the default.  Buyer agrees to reimburse Vetted for all damages Vetted may incur due to Buyer’s default.

13. CONFIDENTIALITY

Vetted and Buyer shall keep the agreement, including the terms hereof and any discussions or negotiations relating thereto, confidential and not disclose to others this Agreement, including the price terms and Goods, except for such disclosures as may be required by law.

14. FORCE MAJEURE

Vetted may, without liability, delay performance or cancel the contract on account of force majeure events or other circumstances beyond its control, including, but not limited to, acts of God, natural or artificial disasters, fires, floods, earthquakes, tornados, hurricanes, severe winds, typhoons, volcanic activity, blizzards, storms or other similar occurrences, strikes, lock outs, acts of sabotage, explosions, acts of vandalism, embargos, government interventions, riots, political or civil unrest, acts of civil or military authorities, war, terrorism, cyber-attacks, hacking, pandemics or quarantine restrictions, or inability to secure transportation, facilities, fuel, energy, labor or materials, failure of source of supply, industry-wide shortages, or casualty.

15. GOVERNING LAW

These Vetted Terms shall be construed under the substantive laws of the State of Colorado, without regard to its choice of law rules. Buyer submits to personal jurisdiction in the State of Colorado for any claim to enforce, determine rights with respect to, or to interpret the Vetted Terms.The Parties agree that the appropriate venue for any dispute arising from this agreement is the State District Court in Denver, Colorado.

16. NOTICES

Any notice or communication required or permitted under this agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed in the Sales Quote or to such other address as one party may have furnished to the other in writing.

17. ENTIRE CONTRACT

The Vetted Terms contains the entire Agreement regarding the subject matter of this contract, and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between Vetted and Buyer.

18. AMENDMENT

This agreement cannot be modified, supplemented, or amended unless agreed to in advance, in a signed writing, by all Parties.

19. WAIVER OF CONTRACTUAL RIGHTS

The failure by Vetted to enforce any provision of these Vetted Terms shall not be construed as a waiver or limitation of its rights to subsequently enforce and compel strict compliance with every provision of this Contract.

20. SEVERABILITY

Unless otherwise provided herein, if any provision of this agreement is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

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