Terms and Conditions

For Purchase Order Terms and Conditions, please click here.

1. Applicability.

(a) These terms and conditions of sale (these “Terms“) are the only terms that govern the sale of products (“Products“) and services (“Services“) by VSE LLC dba VALLEY SERVICES ELECTRONICS (“VSE“) to the Customer (“Customer”) named on the accompanying Quotation (the “Quote”) to which these Terms are attached.

(b) Customer will issue to VSE one or more purchase orders for Products (and/or Services) pursuant to this Agreement. Each purchase order shall be in the form of a written or electronic communication and shall contain the following information: (i) a description of the Product by model number or Quote identifier; (ii) quantity of the Product; (iii) expected delivery date; (iv) the location to which the Product is to be delivered; and (v) an order number for billing purposes.

(c) All purchase orders shall be accepted or rejected by VSE within seven (7) business days of receipt. Any accepted purchase order from Customer is referred to as an “Order” in this Agreement. A purchase order will not be accepted or entered into VSE’s system without a delivery location.

(d) The Quote, the Order, and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of how or when Customer has submitted its Order or its terms and conditions. Fulfillment of Customer’s Order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

(e) VSE may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Quote.

2. Delivery of Products and Performance of Services.

(a) The Products will be delivered within a reasonable time after the receipt of Customer’s Order. VSE shall not be liable for any delays, loss, or damage in transit except as set forth in this Agreement. VSE may, in its sole discretion, deliver Products earlier than the date set forth in the Order.

(b) VSE will deliver the Products Ex Works to VSE’s warehouse dock as specified by Customer in the Order (the “Delivery Point”). VSE shall be responsible only for packaging and delivery of the Products to the Delivery Point. Customer assumes all costs and obligations for transporting the Products from the Delivery Point, including but not limited to loading the Products onto transportation, shipping, and export clearance. VSE shall give written notice of when the Products are packaged and at the Delivery Point.

(c) VSE may, in its sole discretion, without liability or penalty, make partial delivery of Products to Customer. Each delivery will constitute a separate sale, and Customer shall pay for the Products delivered whether such shipment is in whole or partial fulfillment of an Order.

(d) If for any reason Customer fails to accept delivery of any of the Products on the date fixed pursuant to VSE’s notice that the Products have been delivered at the Delivery Point, or if VSE is unable to deliver the Products at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and (iii) VSE, at its sole discretion, may store the Products until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

(e) VSE shall use commercially reasonable efforts to meet any performance dates to render the Services specified in the Quote, and any such dates shall be estimates only.

(f) Customer may not cancel any Order or reschedule a shipment of Products without the prior written consent of VSE, which consent is in VSE’s sole discretion. Customer may not cancel any Order for any reason within 30 days of the delivery date. If Customer cancels an Order within 60 days of the delivery date, VSE will invoice Customer for any non-cancelable, non-returnable parts.

(g) With respect to the Products and Services, Customer shall: (i) provide VSE with the equipment, tooling, or documentation set forth in the Order (the “Customer Furnished Items”); (ii) the Customer Furnished Items shall be fit for their intended purpose, be current and complete, and be delivered in a timely manner; (iii) respond promptly to any VSE request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for VSE to perform Services in accordance with the requirements of this Agreement; and (iii) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

(h) Subject to payment in full for the Products, VSE or VSE’s affiliates grant to Customer a non-assignable, non-transferable, non-exclusive, royalty free right to use, in object code form, any software and related documentation furnished with the Products supplied only (the “License”). The License shall automatically terminate: (i) upon the use of the software with any equipment other than the Products with which it was sold; (ii) any material breach of these Terms by Customer, including but not limited to any breach of the Confidential Information provisions; or (iii) upon termination or expiration of these Terms.

3. Quantity.

If VSE delivers to Customer a quantity of Products of up to 95% more or less than the quantity set forth in the Order, Customer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products at the price set forth in the Order adjusted pro rata.

4. Title and Risk of Loss.

Title and risk of loss pass to Customer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to VSE a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Nevada Uniform Commercial Code.

5. Customer’s Acts or Omissions.

If VSE’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, VSE shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. Inspection and Rejection of Shipment.

(a) Customer shall inspect the Products within five (5) days of receipt (“Inspection Period“). For purposes of this Section 6(a) only, “receipt” means the first day that Customer or its agent has access, control, or opportunity to access or control the Products, including at the Delivery Point. Customer will be deemed to have accepted the Products unless it notifies VSE in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by VSE. “Nonconforming Products” means only the following: (i) Product shipped is different than identified in the Order; or (ii) Product’s label or packaging incorrectly identifies its contents.

(b) If Customer timely notifies VSE of any Nonconforming Products, VSE shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at their expense and risk of loss, the Nonconforming Products to VSE’s facility. If VSE exercises its option to replace Nonconforming Products, VSE shall, after receiving Customer’s shipment of Nonconforming Products, deliver to Customer, at Customer’s expense and risk of loss, the replaced Products to the Delivery Point.

(c) Customer acknowledges and agrees that the remedies set forth in Section 6(b) are Customer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 6(b), and subject to Section 9, all sales of Products to Customer are made on a one-way basis and Customer has no right to return Products purchased under this Agreement to VSE.

7. Price.

(a) Prices for the Products are shown on the Quote in U.S. Dollars. VSE may increase the price of the Products prior to delivery by written notice to Customer and for reason of: (i) factors beyond VSE’s control such as foreign exchange fluctuations or increases in taxes, duties, or tariffs; (ii) any change by Customer in delivery dates, quantities or types of Products, or specifications for the Products; or (iii) any delay caused by Customer. Specifically, if Customer modifies the terms or specifications contained in the Order in any way, which change results in charges from suppliers and/or vendors, then VSE shall invoice Customer for such charges. Materials that VSE has purchased in reliance on an Order prior to receipt of any change will be charged to Customer even if no longer used in the Products ultimately delivered.

(b) If Customer is purchasing the Products for resale, Customer must provide a Resale Certificate to Seller with the Order.

(c) All Prices shown on the Quote are exclusive of all sales, use, and excise taxes, and any other similar taxes, tariffs, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, taxes, tariffs, and duties; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, VSE’s income, revenues, gross receipts, personal or real property, or other assets.

8. Payment Terms.

(a) Acceptance of any Order is subject to VSE’s approval of any Customer terms of credit, and VSE may require advance payment for any Order or payment by C.O.D.

(b) Customer shall pay all invoice amounts due to VSE within thirty (30) days of the date of VSE’s invoice. Customer shall make all payments hereunder by wire transfer or ACH and in U.S. dollars. Time is of the essence for payment under this Agreement.

(c) Customer shall pay interest on all delinquent payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse VSE for all costs incurred in collecting any delinquent payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which VSE does not waive by the exercise of any rights hereunder), VSE shall be entitled to suspend the delivery of any Products or performance of any Services if Customer fails to pay any amounts when due hereunder.

(d) Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with VSE, whether relating to VSE’s breach, bankruptcy, or otherwise.

9. Limited Warranty.

(a) VSE warrants to Customer that for a period of one (1) year from the date of receipt of the Products (the “Warranty Period“), that such Products will materially conform to the specifications referenced in the Order and will be free from material defects in material and workmanship. VSE Warranty period is for one year (365 days) from date of manufacture and is limited to correction of defects due to VSE workmanship.

(b) EXCEPT FOR THE PRODUCT WARRANTY SET FORTH IN SECTION 9(a), VSE MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY: (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) VSE warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and skillful manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(d) EXCEPT FOR THE SERVICES WARRANTIES SET FORTH IN SECTION 9(c), VSE MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(e) Products manufactured by a third party (“Third Party Products“) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Products. Third Party Products are not covered by the warranty in Section 9(a). For the avoidance of doubt, VSE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY: (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(f) VSE shall not be liable for a breach of the warranties set forth in Sections 9(a) or 9(c) unless: (i) Customer gives written notice of the defective or non-conforming Products or Services, as the case may be, reasonably described, to VSE within three (3) days of the time when Customer discovers or ought to have discovered the defect; (ii) Customer obtains a valid Return Merchandise Authorization (“RMA”) number from VSE; (iii) Customer returns such Product to VSE secured in proper packaging and the RMA number is clearly affixed to the return packaging; and (iv) VSE reasonably verifies Customer’s claim that the Products or Services do not materially conform to the specifications referenced in the Order. Any returned Product that is found to be materially conforming will be shipped back to Customer at Customer’s expense, and, at the discretion of VSE, a no fault found charge will be invoiced to Customer.

(g) VSE shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i) Customer makes any further use of such Products after giving such notice; (ii) the defect or non-conformity arises because Customer failed to follow VSE’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Products; or (iii) Customer alters or repairs such Products without the prior written consent of VSE.

(h) Subject to Section 9(f) and Section 9(g) above, with respect to any defective or non-conforming Products during the Warranty Period, VSE shall, in its sole discretion, either: (i) repair or replace such Products (or the non-conforming part) and ship the repaired or replaced Products to Customer at VSE’s expense, or (ii) credit or refund the price of such Products at the pro rata contract rate.

(i) Subject to Section 9(f) above, with respect to any Services subject to a claim under the warranty set forth in Section 9(c), VSE shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.

(j) THE REMEDIES SET FORTH IN SECTION 9(h) AND SECTION 9(i) ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VSE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 9(a) AND SECTION 9(c), RESPECTIVELY.

(k) If Customer seeks repair of any Product not covered by the Limited Warranty set forth in this Section 9, upon prior notice and agreement with VSE, Customer at its expense may ship the Product to VSE’s Nevada facility, and VSE will repair such Product, if repairable in the sole discretion of VSE, with time and materials to be charged to Customer at VSE’s then current standard rates, which shall include charges for packaging and delivery of the repaired Product EXW to the Delivery Point for pick-up by Customer.

10. Limitation of Liability.

(a) IN NO EVENT SHALL VSE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE PRODUCTS ARE NOT AUTHORIZED TO BE USED AND SHOULD NOT BE USED AS COMPONENTS IN LIFE SUPPORT EQUIPMENT, OR IN SITUATIONS WHERE A FAILURE OF THE PRODUCT WOULD CREATE DANGEROUS OR UNSAFE CONDITIONS. CUSTOMER USES OR SELLS GOODS FOR USE IN CRITICAL ENVIRONMENTS AT ITS OWN RISK AND AGREES TO INDEMNIFY VSE FOR ANY LOSSES INCURRED BECAUSE OF SUCH USE.

(b) IN NO EVENT SHALL VSE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE TIMES THE TOTAL OF THE AMOUNTS PAID TO VSE FOR THE PRODUCTS AND SERVICES SOLD HEREUNDER IN THE 12 MONTHS PRECEDING THE EVENT.

(c) The limitation of liability set forth in Section 10(a) shall not apply to liability, death, or bodily injury resulting from VSE’s gross negligence or willful misconduct.

11. Compliance with Law.

Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to conduct its obligations under this Agreement. Customer shall comply with all export and import laws of all countries involved in the sale and use of the Products under this Agreement or any resale of the Products by Customer. Customer assumes all responsibility for shipments of Products requiring any government import clearance. VSE may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Products.

12. Termination.

In addition to any remedies that may be provided under these Terms, VSE may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Customer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors (or similar process in the Customer’s jurisdiction). Upon termination, all amounts due to VSE shall become immediately due and payable by Customer.

13. Waiver.

No waiver by VSE of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by VSE. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14. Confidential Information.

All non-public, confidential or proprietary information of VSE, including but not limited to, patents, copyrights, trademarks, specifications, samples, patterns, designs, plans, drawings, documents, data, manuals, software, business operations, customer lists, pricing, discounts, or rebates, disclosed by VSE to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of Customer in performing this Agreement and may not be disclosed or copied unless authorized in advance by VSE in writing. Upon VSE’s request, Customer shall promptly return all documents and other materials received from VSE. VSE shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

15. Force Majeure.

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to VSE hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, even if foreseeable by either party, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, explosion, epidemics, or pandemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use commercially reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 120 consecutive days following written notice given by it under this Section 16, either party may thereafter terminate this Agreement upon five (5) days’ written notice.

16. Assignment.

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of VSE. Any purported assignment or delegation in violation of this Section is ‘null and void.’ No assignment or delegation relieves Customer of any of its obligations under this Agreement.

17. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

19. Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Nevada, USA, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada.

20. Submission to Jurisdiction.

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted solely and exclusively in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the Washoe County, Nevada, USA, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

21. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, internationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.

24. Amendment and Modification.

These Terms may be amended or modified at any time by VSE, and VSE shall use commercially reasonable efforts to notify Customer of such amendment or modification including posting on the VSE website (www.vse.com).