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Van Zandt Imports, LLC
PURCHASE ORDER TERMS AND CONDITIONS
All purchase orders received by Van Zandt Imports, LLC (“Company”) from (“Distributor”) shall incorporate the following terms and conditions of sale:
1. Distributor's Terms and Conditions. This document, if deemed an acceptance of your offer, is expressly made conditional on assent to all of the
terms and conditions of this document, including additional and different terms. If this document is deemed an offer or counteroffer, acceptance is
expressly limited to the terms of this document. Distributor's signature on this document or Distributor's delivery of goods purchased pursuant to this
document shall be an effective acceptance of the Company's offer. Any proposal for additional or different terms, or any attempt by Distributor to
alter any of the terms of this document shall not operate as a rejection of this offer and this offer shall be deemed accepted by Distributor without its
additional or different terms. The Company hereby notifies Distributor of its objection to any terms or conditions in any of Distributor's documents or
other communications conveyed by Distributor which terms or conditions are additional to, different from, or in conflict with the terms of this document.
2. Confirming Orders. The Company shall hold Distributor responsible for any order that is duplicated by the Company because Distributor failed to
mark the order "CONFIRMING ONLY" boldly on the face of the order.
3. Delivery. All shipments and Prices are quoted FOB origin. Title to all goods shall pass to Distributor upon deliver to a common carrier or when
Distributor takes possession of goods at the Company's place of business. The risk of loss or destruction of, or damages to, the product shall be on
Distributor from the delivery of the product to Distributor or carrier, whichever first occurs. The Company shall not be liable for delay in delivery of for
failure to perform due to causes beyond the reasonable control of the Company. These causes shall include, without limitation, acts of God, acts or
omissions of Distributor, civil or military authorities, terrorism, delays in transportation, or inability to obtain necessary labor, materials or supplies. In
the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay,
without penalty to the Company or any liability on the Company's part. The Company shall have the right to deliver all goods covered hereby at one
time or in portions from time to time, within the time for delivery provided in such order.
4. Cancellation. Orders accepted by the Company may be canceled by Distributor only upon written consent of the Company. In the event of
cancellation or other withdrawal of any order, for any reason, and without limiting any other remedy which the Company may have as a result of such
cancellation or other withdrawal under the Uniform Commercial Code of California, reasonable cancellation and/or restocking charges, which shall
include all expenses then incurred and commitments made by the Company, shall be paid by the Distributor to the Company.
5. Credit. If Distributor shall fail to make payment on this or any other contract between Distributor and the Company in accordance with the
Company's terms, the Company may defer future shipments until such payments are made, or may at its option, cancel the unshipped balance. The
Company reserves the right to refuse all orders deemed unacceptable by reason of financial responsibility or other sound business reasons. In
addition to the prices payable for products, Distributor expressly agrees to be liable for interest at the maximum allowable rate under applicable law on
past due accounts, for collection costs, including attorneys' fees and costs, court and other costs involved in the collection of past due accounts.
Payments made on account must be made in U.S. Dollars only. The Company retains and Distributor hereby grants a security interest in the
Products, including all accessions to and replacement of them until Distributor has made payment in full. Distributor shall cooperate fully with the
Company in executing such documents, including a Uniform Commercial Code financing statement and accomplishing such filing and/or recording
thereof as the Company may deem necessary for the protection of such security interest.
6. Shipping. All orders will be shipped via common carrier, and, at the convenience of the Company, Distributor may request a shipping method,
placement of values and carrier. In so doing, however, the Company acts on Distributor's behalf without responsibility on the Company's part.
7. Company's Right to Increase Prices. The Company reserves the right to increase the prices of any and all products ordered by Distributor.
8. Infringement. The Company shall have no liability of any kind to Distributor with respect to any actual or alleged infringement of any United States
or foreign patent, trademark, copyright or similar right by any party.
9. Taxes. Prices on orders accepted are subject to Distributor paying all Federal, State and local or foreign taxes or duties, except income tax of
Company. The Distributor will reimburse the Company with the amount of any taxes in the nature of excise taxes now or hereafter imposed by the
United States or the State or local government authority, and paid by the Company.
10. Error and Omissions. The Company reserves the right to correct clerical errors and omissions.
11. Integration and Assignment. This document contains the entire and only agreement between the parties with respect to products ordered, and
there are no other promises, representations, or warranties, either expressed or implied. The provisions of this document shall not be changed or
modified except for an instrument in writing signed by the parties hereto. Any assignment of this document and performance by the parties hereunder
by Distributor shall be void without the Company's consent.
12. Governing Law; Venue and Jurisdiction. This agreement and performance by the parties hereunder shall be construed in accordance with the
laws of the State of California. The parties consent to venue and personal jurisdiction in the applicable Federal or state court, located in Orange
County, California.
13. Limited Warranty. The Company expressly warrants the following, and these warranties are in lieu of all other warranties or guarantees
expressed or implied:
(a) In the unlikely event that the product(s) are defective at the time of sale, the Product may be returned for repair or replacement;
(b) In no event will the Company be liable for any special, indirect, incidental or consequential damages of any character whether in contract or tort
and damages are limited to the amount of the invoice;
(c) THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF;
(d) THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE; and
(e) Before using the products, user shall determine the suitability of the product for his/her/its intended use and the user assumes all risk and liability
in connection therewith.
14. Claims. INSPECT ALL SHIPMENTS IMMEDIATELY UPON RECEIPT. Missing cartons, obvious damage to any carton or incorrectly shipped
product should be noted on the delivery receipt before signing. Damage or loss should be reported at once to the carrier and an inspection
requested. ALL CLAIMS FOR SHORTAGE OR DAMAGE MUST BE MADE WITHIN SIX (6) DAYS AFTER RECEIPT OF SHIPMENT. You must save
damaged or pilfered cartons until the claims are settled. Claims for lost shipments must be made within 6 days of receipt of invoice or other
notification of shipment.
15. Returns or Exchanges. Requests for returns or exchange must be made in writing or by calling the Company (Monday - Friday 9 a.m. - 5 p.m.
PST at (949) 675-5113) within six (6) days receipt of merchandise. A copy of your invoice and the reason for the return will be required. If the
request is approved, a return merchandise authorization number will be issued and this number must be referenced on the outside of the sealed
cases. All returned merchandise must be shipped freight prepaid, sealed cases and complete with all packaging material and unused. Products
returned without a return merchandise number and/or not prepaid will be refused by the Company. The Company reserves the right to charge
customers a handling fee for service of non-defective merchandise returned. Products returned which are the result of customer error will be subject
to a minimum restocking charge equal to 10% of the Price or $10.00 whichever is greater.
16. Distributor Reliance and Representation. The Company assumes no responsibility for any errors that may occur in its printed advertising
material. Any product recommendation is not binding and shall not eliminate Distributor's responsibility to verify the suitability of the products for their
particular application. By placing an order with the Company, Distributor hereby represents and warrants to the Company that Distributor has not
relied on any statements by the Company's personnel, and that Distributor has independently determined through his own personal knowledge, that
the products offered are compatible and suitable for the application for which intends.
17. Compliance with Laws. Distributor will comply with all applicable laws and regulations in connection with the sale and use of the products.
Distributor warrants that it will not sell or knowingly assist or participate in the sale of any products to users not approved to purchase the products
under applicable U.S. laws and regulations. Distributor will hold harmless and indemnify the Company for any damages resulting to Company from a
breach of this section by Distributor or from any other acts or omissions of Distributor.
PURCHASE ORDER TERMS AND CONDITIONS
All purchase orders received by Van Zandt Imports, LLC (“Company”) from (“Distributor”) shall incorporate the following terms and conditions of sale:
1. Distributor's Terms and Conditions. This document, if deemed an acceptance of your offer, is expressly made conditional on assent to all of the
terms and conditions of this document, including additional and different terms. If this document is deemed an offer or counteroffer, acceptance is
expressly limited to the terms of this document. Distributor's signature on this document or Distributor's delivery of goods purchased pursuant to this
document shall be an effective acceptance of the Company's offer. Any proposal for additional or different terms, or any attempt by Distributor to
alter any of the terms of this document shall not operate as a rejection of this offer and this offer shall be deemed accepted by Distributor without its
additional or different terms. The Company hereby notifies Distributor of its objection to any terms or conditions in any of Distributor's documents or
other communications conveyed by Distributor which terms or conditions are additional to, different from, or in conflict with the terms of this document.
2. Confirming Orders. The Company shall hold Distributor responsible for any order that is duplicated by the Company because Distributor failed to
mark the order "CONFIRMING ONLY" boldly on the face of the order.
3. Delivery. All shipments and Prices are quoted FOB origin. Title to all goods shall pass to Distributor upon deliver to a common carrier or when
Distributor takes possession of goods at the Company's place of business. The risk of loss or destruction of, or damages to, the product shall be on
Distributor from the delivery of the product to Distributor or carrier, whichever first occurs. The Company shall not be liable for delay in delivery of for
failure to perform due to causes beyond the reasonable control of the Company. These causes shall include, without limitation, acts of God, acts or
omissions of Distributor, civil or military authorities, terrorism, delays in transportation, or inability to obtain necessary labor, materials or supplies. In
the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay,
without penalty to the Company or any liability on the Company's part. The Company shall have the right to deliver all goods covered hereby at one
time or in portions from time to time, within the time for delivery provided in such order.
4. Cancellation. Orders accepted by the Company may be canceled by Distributor only upon written consent of the Company. In the event of
cancellation or other withdrawal of any order, for any reason, and without limiting any other remedy which the Company may have as a result of such
cancellation or other withdrawal under the Uniform Commercial Code of California, reasonable cancellation and/or restocking charges, which shall
include all expenses then incurred and commitments made by the Company, shall be paid by the Distributor to the Company.
5. Credit. If Distributor shall fail to make payment on this or any other contract between Distributor and the Company in accordance with the
Company's terms, the Company may defer future shipments until such payments are made, or may at its option, cancel the unshipped balance. The
Company reserves the right to refuse all orders deemed unacceptable by reason of financial responsibility or other sound business reasons. In
addition to the prices payable for products, Distributor expressly agrees to be liable for interest at the maximum allowable rate under applicable law on
past due accounts, for collection costs, including attorneys' fees and costs, court and other costs involved in the collection of past due accounts.
Payments made on account must be made in U.S. Dollars only. The Company retains and Distributor hereby grants a security interest in the
Products, including all accessions to and replacement of them until Distributor has made payment in full. Distributor shall cooperate fully with the
Company in executing such documents, including a Uniform Commercial Code financing statement and accomplishing such filing and/or recording
thereof as the Company may deem necessary for the protection of such security interest.
6. Shipping. All orders will be shipped via common carrier, and, at the convenience of the Company, Distributor may request a shipping method,
placement of values and carrier. In so doing, however, the Company acts on Distributor's behalf without responsibility on the Company's part.
7. Company's Right to Increase Prices. The Company reserves the right to increase the prices of any and all products ordered by Distributor.
8. Infringement. The Company shall have no liability of any kind to Distributor with respect to any actual or alleged infringement of any United States
or foreign patent, trademark, copyright or similar right by any party.
9. Taxes. Prices on orders accepted are subject to Distributor paying all Federal, State and local or foreign taxes or duties, except income tax of
Company. The Distributor will reimburse the Company with the amount of any taxes in the nature of excise taxes now or hereafter imposed by the
United States or the State or local government authority, and paid by the Company.
10. Error and Omissions. The Company reserves the right to correct clerical errors and omissions.
11. Integration and Assignment. This document contains the entire and only agreement between the parties with respect to products ordered, and
there are no other promises, representations, or warranties, either expressed or implied. The provisions of this document shall not be changed or
modified except for an instrument in writing signed by the parties hereto. Any assignment of this document and performance by the parties hereunder
by Distributor shall be void without the Company's consent.
12. Governing Law; Venue and Jurisdiction. This agreement and performance by the parties hereunder shall be construed in accordance with the
laws of the State of California. The parties consent to venue and personal jurisdiction in the applicable Federal or state court, located in Orange
County, California.
13. Limited Warranty. The Company expressly warrants the following, and these warranties are in lieu of all other warranties or guarantees
expressed or implied:
(a) In the unlikely event that the product(s) are defective at the time of sale, the Product may be returned for repair or replacement;
(b) In no event will the Company be liable for any special, indirect, incidental or consequential damages of any character whether in contract or tort
and damages are limited to the amount of the invoice;
(c) THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF;
(d) THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE; and
(e) Before using the products, user shall determine the suitability of the product for his/her/its intended use and the user assumes all risk and liability
in connection therewith.
14. Claims. INSPECT ALL SHIPMENTS IMMEDIATELY UPON RECEIPT. Missing cartons, obvious damage to any carton or incorrectly shipped
product should be noted on the delivery receipt before signing. Damage or loss should be reported at once to the carrier and an inspection
requested. ALL CLAIMS FOR SHORTAGE OR DAMAGE MUST BE MADE WITHIN SIX (6) DAYS AFTER RECEIPT OF SHIPMENT. You must save
damaged or pilfered cartons until the claims are settled. Claims for lost shipments must be made within 6 days of receipt of invoice or other
notification of shipment.
15. Returns or Exchanges. Requests for returns or exchange must be made in writing or by calling the Company (Monday - Friday 9 a.m. - 5 p.m.
PST at (949) 675-5113) within six (6) days receipt of merchandise. A copy of your invoice and the reason for the return will be required. If the
request is approved, a return merchandise authorization number will be issued and this number must be referenced on the outside of the sealed
cases. All returned merchandise must be shipped freight prepaid, sealed cases and complete with all packaging material and unused. Products
returned without a return merchandise number and/or not prepaid will be refused by the Company. The Company reserves the right to charge
customers a handling fee for service of non-defective merchandise returned. Products returned which are the result of customer error will be subject
to a minimum restocking charge equal to 10% of the Price or $10.00 whichever is greater.
16. Distributor Reliance and Representation. The Company assumes no responsibility for any errors that may occur in its printed advertising
material. Any product recommendation is not binding and shall not eliminate Distributor's responsibility to verify the suitability of the products for their
particular application. By placing an order with the Company, Distributor hereby represents and warrants to the Company that Distributor has not
relied on any statements by the Company's personnel, and that Distributor has independently determined through his own personal knowledge, that
the products offered are compatible and suitable for the application for which intends.
17. Compliance with Laws. Distributor will comply with all applicable laws and regulations in connection with the sale and use of the products.
Distributor warrants that it will not sell or knowingly assist or participate in the sale of any products to users not approved to purchase the products
under applicable U.S. laws and regulations. Distributor will hold harmless and indemnify the Company for any damages resulting to Company from a
breach of this section by Distributor or from any other acts or omissions of Distributor.
VZ Candles - The Wholesale Terms and Conditions
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