Business Terms & Conditions:
Each quote submitted and purchase order accepted by Vital Systems Corporation (VSC) incorporates these Business Terms & Conditions (the “Business Terms”) by reference. These Business Terms govern the business relationship between VSC and its customers. These Business Terms and conditions supersede all prior Business Terms:
Payments mailed to: Vital Systems Corporation, 4999 Aircenter Circle Suite 101, Reno NV 89502. To establish ACH payments, please call 775 828 1126 x 103, or email request to: email@example.com.
All business orders accepted by VSC are non-cancelable, and products designed and or manufactured that are sold or delivered are non-returnable.
Vital Systems requires customers to place orders with formal contracts or purchase orders. Identifying Assembly Number, Revision, Description, Quantity, Recurring and Non-Recurring setup charges etc., as reflected on the quote. All changes to the previously submitted and quoted specifications will be requoted.
Customers can take advantage of credit terms offered by Vital Systems, by requesting and completing Credit Application. VSC will evaluate information provided and may assign a credit limit in its sole discretion.
All invoices are due on or before 30 days from the date thereof and are late thereafter. Past due invoices will be subject to an interest charge at 1.5% per month, compounding monthly (18% APR). If more than two payments are late over 40 days, Vital Systems reserves the right to charge interest compounding at 2.0% monthly, 24% APR.
VSC may, in its sole discretion, increase a customer’s credit limit upon such customer’s request, provided that the customer has maintained good payment history. VSC reserves the right to refuse to increase a customer’s credit limit for any reason, including, but not limited to, poor payment history.
VSC reserves the right to reduce or cancel a customer’s approved credit limit when payments are habitually received late 40 days or more after past due. Upon such revocation, payment terms will revert to cash on delivery (COD). When credit is canceled all outstanding invoices are payable immediately. All remaining business will be converted to COD terms. All orders and work in progress will be put on hold until the customer’s account is brought current.
Credit terms may be reestablished after review of future account standing and customer’s management commitment to maintain good credit standing. VSC may request additional security, including, but not limited to, a cash deposit or a bank-issued letter of credit.
Accounts which are past due 60 days will be submitted for collection or taken to courts. In addition to unpaid invoices, late charges, VSC shall also be entitled to recover all costs of collection, including court costs and attorney’s fees.
Standard VSC quotes are based on workmanship: IPC-A-610, class 2. VSC also offers IPC-A-610 Class 3 workmanship when requested. VSC is responsible for its workmanship, meeting required IPC-A-610 standards. VSC does not assume responsibility for the product or for such product’s performance.
VSC warrants its workmanship only for a period of 30 days. VSC’s warranty is void if the product is mishandled, opened, modified, or repaired.
Customers are requested to inform VSC of any issues with the product not meeting the specifications stated on their purchase document, count, physical damage, and other defects from shipping, must be reported within 5 days of receipt of shipment.
VSC will not have any liability or obligation to customer for any claim, loss, damage, or expense caused in whole or in part by VSC’s performance of the service required by customer, where the customer specifications are inadequate, unclear or not available, or customer failed to provide verification, inspection, clarity when VSC requested assistance.
Product or services provided by VSC are deemed accepted by customer unless the customer notifies VSC within 10 days from the date on the packing list. Upon acceptance, the ownership of the product is transferred to the customer in total, and VSC will not be responsible for any defects, losses or liabilities.
All orders are shipped FOB Reno. VSC will not be responsible for any taxes, insurance, duties, tariffs.
Consigned Material Orders:
Orders from Customer with no credit terms will be accepted on COD terms only.
Material delivered to VSC must be labeled correctly to represent the parts in the container and delivered in original factory or similar ESD protective packaging. Vital Systems reserves the right to reject damaged parts, mishandled or poorly packaged parts and may charge $100.00 per hour to repair damaged components if repairable. Bagged SMT parts are not acceptable for surface mount assembly. VSC will charge additional handling and assembly charges of $0.25 per component placement. Accuracy of manual placement is not guaranteed.
VSC expects customer to deliver complete kits. VSC audits incoming kits for conformance and when items provided do not meet the criteria, customer will be informed of the discrepancy in a Kit Audit Report (KAR) listing items as short. Kit shortages provided after the production run, these parts will be manually assembled and manually soldered at an hourly rate of $100.00 per hour. Accuracy is not guaranteed.
Standard delivery is 10 business days after Kit Complete (KC) date. VSC will submit a Kit Audit Report listing shortages to complete the kit. VSC will adjust product delivery date to 10 days from KC date.
For large and complex assemblies VSC may request a few extra days to assure the product is assembled correctly.
Turnkey orders from customers without credit terms will be accepted with minimum of 80% of total order paid at the time of placing order and 20% payment, Cash On Delivery (COD) or Pickup.
Delivery schedule is subject to the availability of raw materials.
VSC will consider customer’s request to pull-in the delivery schedule based on expedite charges that will be determined at that time, and availability of materials and resources.
VSC will consider customer’s request to push-out delivery schedule by no more than 30 days. Customer shall be responsible for VSC’s rescheduling costs. Costs to be determined.
If customer plans to place VSC production on hold for any reason and for any length of time, VSC will require Progress Billing at 80% of the original billable amount for deliveries impacted, based on customer’s original PO and delivery schedule. Balance of 20% will be billed when product is delivered. If customer plans to partially consign certain parts and cannot deliver on original planned schedule, VSC will require Progress Billing at 80% of the original billable amount for deliveries impacted, based on customer’s original PO and delivery schedule. Balance of 20% will be billed when the product is delivered. If VSC is not allowed to complete the order and deliver the product then additional charges will apply.
Design and Engineering:
VSC will quote design and engineering effort based on a detailed scope of work (SOW).
Complex projects will be broken into smaller tasks to be completed on schedule. Customer is required to issue a purchase order along with the final SOW. VSC will start work when terms of payments are met. Progress billing will be submitted as work is completed. All changes to the SOW must be in writing (ECO) and the changes will be requoted and schedule updated. Work will re-commence after receipt of modified contract or purchase order.
Governing Law. This Agreement shall be governed by the laws of the State of Nevada, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada, in the determination of any dispute between the parties.
Attorney’s Fees. The prevailing party in any dispute shall be entitled to recover its reasonable attorney’s fees from the non-prevailing party.
Entire Agreement. This Agreement shall constitute the sole understanding of the parties with respect to the subject matter hereof and no modification or alternation of the terms hereof shall be binding unless such modification or alteration shall be in writing, executed subsequent to the date hereof by all parties hereto.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Electronic signatures, including, without limitation, those submitted in pdf format, shall be acceptable.
Severability. If any term, provision, covenant, or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions, covenants, and conditions of this Agreement, and all applications thereof, not held invalid, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
VSC reserves the right to change or modify any of the terms and conditions contained herein at any time in our sole discretion.