VANDERBILT MINERALS, LLC
World Wide Website Terms and Conditions of Use
YOUR USE IN ANY WAY OF THE WORLD WIDE WEBSITE OF VANDERBILT MINERALS, LLC ("VANDERBILT") IS CONDITIONED UPON AND SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF USE:
By use of this site, you agree to be bound by all terms and conditions of use. If you do not want to agree to this, do not use this site.
The materials located on Vanderbilt's World Wide Website (the "Website"), and other information and contents, as well as any software programs available on or through the Website (the "Contents"), are the property of Vanderbilt or the party credited as the provider of the Contents and are protected by copyright and intellectual property laws. All rights reserved. You may not reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on the Contents, or any portion thereof, without prior written permission of Vanderbilt. All trademarks, trade names, service marks and logos used on the Website are the property of Vanderbilt or their respective owners as may be identified.
Nature of the Contents
The Contents have been provided as a convenience. They are supplied on the condition that the recipient will make his or her own determination as to the suitability of the Contents before use and that the recipient has the proper qualifications or expertise to properly evaluate and use same. Although we have tried to make the Contents accurate at the time they are posted to the site, we cannot guarantee or warrant completeness or accuracy, or that the Contents will be updated. We make no representation that the Contents are appropriate or available for use in all countries, and access to information from places where the Contents are illegal is prohibited.
Product Safety Information
Vanderbilt maintains material safety data sheets (MSDS's) on all of its products. You are urged to obtain copies of the relevant MSDS's before using our products to enhance the protection of your employees and customers against any known health or safety hazards described in those MSDS's. Vanderbilt strives to make safety a top priority. Therefore, do not hesitate to contact us to discuss any safety aspects of our products.
Disclaimers and Limitation of Liability
NEITHER VANDERBILT NOR ANY OF ITS AFFILIATES WARRANTS THAT THE WEBSITE OR THE CONTENTS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM OR RELATED TO THE CONTENTS IS FREE OF VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS, AND ALTHOUGH THE CONTENTS HAVE BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, THEY ARE PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. VANDERBILT AND ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS CANNOT AND DO NOT MAKE ANY REPRESENTATIONS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIM WITH RESPECT TO THIS WEBSITE AND THE CONTENTS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, AVAILABILITY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY REPRESENTATIONS OR WARRANTIES ARISING FROM USAGE OR CUSTOM OR TRADE OR BY OPERATION OF LAW. VANDERBILT AND ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS. IN NO EVENT SHALL VANDERBILT OR ANY OF ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS WEBSITE OR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON SUCH CONTENT OR FOR ANY TYPES OF DAMAGES (SUCH AS, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Accepting On-Line Orders for Products
Nothing contained in this site shall constitute an offer by Vanderbilt to buy or sell products or services. No agreement to buy or sell products or services shall be formed by means of the use of this site until an order is made or accepted by Vanderbilt in the manner described in the specific ordering information provided with the on-line product or service descriptions. Once an agreement has been formed, the terms and conditions of the agreement shall be those Vanderbilt terms and conditions of purchase or sale, as the case may be, presented on-line at the time of order.
Laws and Regulations
User access to and use of the Website is subject to all applicable international, federal, state and local laws and regulations. Dissemination of the Contents does not warrant that the Contents comport or comply with any foreign law or regulation.
Use of Links
Personal Information - Collection and Use
Vanderbilt respects your privacy. In general, you can visit VANDERBILTMINERALS.COM without telling us who you are or revealing any personal information about yourself. There are times when we may need information from you, such as your name, mailing address or e-mail address. You will be asked to supply that information voluntarily. For example, if you choose to order a product directly from VANDERBILTMINERALS.COM, we will need certain information about you to process your order. We will not sell your personal information to any other company or third party agency, or release such information except when required to do so by law or otherwise provided herein. When Vanderbilt receives information about your session or about or from you, or if you make any other communications, we may use this information for research, regulatory purposes, or to improve our site or products or services.
The existence of this site and the ability to request information or request or order products through the site is not an offer to sell or solicit or do business in those countries or jurisdictions in which Vanderbilt or its subsidiaries are not permitted by law to do business or in which Vanderbilt or its subsidiaries do not already conduct business. Neither the existence of the Website nor the accessibility of the Contents is intended to establish any new or additional jurisdictional or tax contacts or relationships for or between Vanderbilt or any subsidiary within any country or jurisdiction in which Vanderbilt or that subsidiary does not already conduct business.
Changes to Terms and Conditions of Use
Vanderbilt reserves the right to revise the Terms and Conditions of Use at any time and users are deemed to be aware of and bound by any changes to these Terms and Conditions of Use upon publication on the Website. If you frequently use the Website, we suggest you periodically check these terms and conditions for changes.
Violations of Terms and Conditions of Use
Vanderbilt reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions of Use, including the right to block access from a particular Internet address to our site. You are prohibited from posting on this site or otherwise communicating to us any illegal, pornographic or libelous material or material infringing on the proprietary rights of others. You agree to defend, indemnify and hold Vanderbilt and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of this agreement by you.
Choice of Law and Forum
This Agreement shall for all purposes be governed, interpreted, construed and enforced solely and exclusively in accordance with the law of the state of New York, USA (excluding conflict of laws principles). You hereby agree that the federal and state courts located in the State and County of New York, USA shall constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement and you hereby consent to the jurisdiction of such courts and irrevocably waive any objections thereto, including on grounds of forum non conveniens. Regardless of where you access the Website from, you agree to comply with all applicable United States laws, including those regarding the export of data. You are also responsible for complying with all other laws, rules and regulations that may be applicable to your use of the Website.
Severability and Non-Waiver
In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable laws as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. Vanderbilt's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.
VANDERBILT MINERALS, LLC
TERMS AND CONDITIONS OF WEBSITE SALES
1. These Terms and Conditions of Sale (the "Terms") constitute the complete and exclusive agreement between the parties and supersede any prior agreements relating to the products sold hereunder (the "Products"). Any terms, conditions, prior course of dealings, course of performance, usage of trade, understandings, purchase orders, or agreements purporting to modify, vary, waive, supplement or explain any provision of these Terms shall be of no effect. Any additional or different terms in Buyer's purchase order or other document are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. The placement of an order with Seller, including but not limited to the delivery or transmission of a purchase order to Seller or any other act indicating purchase of any Product by Buyer, will constitute acceptance by Buyer of the provisions of these Terms.
PURCHASE OF PRODUCT
2. Buyer will order the Products by placing an order online through VANDERBILT MINERALS, LLC's ("Seller") Website. Seller will have no obligation to fulfill timely orders for Products that are out-of-stock or otherwise unavailable or orders Seller elects not to fulfill for any reason, but Seller will promptly notify Buyer of such unavailability or delay or rejection as soon as Seller becomes aware of it.
3. The price of the Products shall be the price in effect at the time of shipment. Seller has the right to increase prices at any time and solely at its discretion.
4. Invoices for sales of Products shall be prepared by Seller as of the time of shipment, and shall be calculated on the basis of Seller's weighing of the Products covered thereby. Seller's measurements shall govern, except in the case of proven error. Buyer shall pay each invoice in accordance with the terms and conditions stated on the front of the invoice.
TITLE AND RISK OF LOSS
5. Unless otherwise specifically agreed to in writing, title and risk of loss shall pass to Buyer upon delivery to the carrier at Seller's plant or warehouse. Products shall be shipped as agreed between Seller and Buyer.
6. THERE IS NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE PRODUCTS, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS), EXCEPT THAT THE MATERIAL SHALL BE OF THE QUALITY SPECIFIED HEREIN, and no warranty shall be implied by law. Except as otherwise provided herein, quality shall mean that the Products are in accordance with Seller's specifications in effect at the time of shipment or such other specifications expressly made a part of these Terms. Final determination of the suitability of the Products for the use contemplated by Buyer is the sole responsibility of Buyer, and Seller shall have no responsibility in connection with such suitability.
INSPECTION AND LIMITATION OF LIABILITY
7. Buyer shall inspect and test the Products for damage or shortage immediately upon receipt. All claims for damage must be reported to the delivering carrier within fifteen (15) days of delivery. All claims for shortage, defect or nonconformity shall be deemed unconditionally waived unless Seller receives written notice of the claim within thirty (30) days of Buyer's receipt of the affected Product. Defective or nonconforming Products shall be returned to Seller at Seller's expense and Seller shall, at its option, either replace the defective or nonconforming Products without additional charge, or refund the purchase price therefor. Returned product is subject to the VANDERBILT MINERALS, LLC's Returned Goods Policy that is incorporated herein and can be obtained from this website.
8. NOTWITHSTANDING THE ABOVE, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, PATENT INFRINGEMENT, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCT FROM WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS. Seller will not be liable to Buyer, by way of contribution, indemnity or otherwise, for any part of any loss, damage, or injury to persons or property resulting from Buyer's handling, storage, transportation, resale, use or disposal of Products, except to the extent that such loss, damage or injury is caused by Seller's breach of its warranty as specified in Section 6 above and is within the limit on damages as set forth in this Section 8.
9. Seller shall not be liable to Buyer for any delay or failure in performance caused by acts beyond Seller's reasonable control, including without limitation, acts of God, war, vandalism, sabotage, accidents, explosions, fires, floods, strikes, labor disputes, mechanical breakdown, embargoes or other import or export restrictions, shortage of or inability to obtain energy, shortage of suitable parts, material, equipment, labor or transportation, acts of subcontractors, interruption of utility services or acts of any unit of government or governmental agency.
10. Buyer hereby represents that Buyer has the appropriate knowledge regarding each Product purchased from Seller to properly use each Product; that Buyer has fully investigated all applicable Environmental, Health and Safety Laws associated with the use, transportation, storage, or handling of each Product; that Buyer shall comply with all such Environmental, Health and Safety Laws; and that under no circumstances shall Seller be responsible for compliance with any such Environmental, Health and Safety Laws after delivery of each Product FOB shipping point. As used in this Agreement, the term "Environmental, Health and Safety Laws" means, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including but not limited to laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport (of any type whatsoever), or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.
11. Buyer shall indemnify, defend and hold Seller harmless from any and all liabilities, claims, demands, causes of action, or suits of whatever nature including, but not limited to, attorneys' fees and litigation expenses, arising from any: (i) breach by Buyer of any representation or covenant made by Buyer under these Terms or under Seller's Registration Form; (ii) breach by Buyer of the terms or conditions of these Terms; (iii) failure of Buyer to comply with applicable Environmental, Health and Safety Laws and (iv) any use by Buyer or third parties of the Product(s) sold to Buyer.
PRODUCT SAFETY INFORMATION
12. Vanderbilt maintains material safety data sheets (MSDS's) on all of its products. Buyer is urged to obtain copies of the relevant MSDS's before using our products to enhance the protection of Buyer's employees and customers against any known health or safety hazards described in those MSDS's.
13. In the event either party suspends or ceases the operation of any producing or consuming facility because the operation and/or the Product fail to comply with, or become uneconomical by virtue of compliance with, any applicable governmental law, regulation, ordinance, standard, order or decree relating to pollution, ecology, environment, health or safety, either party shall have the right, in the case of suspension, to suspend, or, in the case of cessation, to terminate this contract in applicable part without any liability upon fifteen (15) days' prior written notice to the other party.
14. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration in the City of New York, County of New York, State of New York and in accordance with the Rules of the American Arbitration Association, and judgment upon the award may be entered in any Court having jurisdiction thereof. The controversy or claim shall be submitted to a mutually agreed upon arbitrator, whose signed, written decision shall be final and binding on the parties.
15. If the financial condition of Buyer becomes impaired or unsatisfactory to Seller, advance cash payment shall be given by Buyer upon demand by Seller and shipments may be withheld until such payment is received. Buyer agrees to pay collection costs incurred by Seller including attorney's fees.
16. If Seller elects to continue performance after a breach or default by Buyer, its actions shall not constitute a waiver of such default or breach. No waiver of any breach of any term or condition shall be construed as a waiver of any succeeding breach.
17. These Terms and Conditions of Sale shall be construed and enforced according to the laws of the State of New York without regard to conflict of laws principles.
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Use of this site signifies that you accept our Terms & Conditions of Use.
V.M. T&C Internet Sales Eff. 01/01/13