Terms and conditions

NOTICE: The purchase of any Products or Services by Buyer is expressly limited to and governed by these Terms and Conditions. These Terms and Conditions are incorporated into and made a material part of any purchase order issued by Buyer. Any acceptance of Buyer’s offer is expressly limited to acceptance of these Terms and Conditions. Buyer expressly objects to and rejects any additional or different terms or conditions proposed by Seller. No Seller terms or conditions shall become part of the parties’ agreement or shall modify these Terms and Conditions, even if signed by a representative of Seller, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. By accepting any purchase order from Buyer, issuing an order acknowledgement or confirmation, or commencing to perform under Buyer’s purchase order, Seller accepts and assents to these Terms and Conditions. Seller acknowledges that these Terms and Conditions apply to all purchases by Buyer and any of its affiliates.

1. Definitions.
“Buyer” means any bona fide student of Velez College to which Seller is providing Products or Services under the Contract.
“Contract” means the purchase order issued by Buyer (including any ancillary documents provided by Buyer) and these Terms and Conditions. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods Buyer has requested and Seller has agreed to supply to Buyer under the Contract, including any repaired or replacement Products provided by Seller in accordance with these Terms and Conditions.
“Seller” means the entity or entities providing Products to and/or performing Services for Buyer under the Contract.
“Services” means the services Buyer has requested and Seller has agreed to perform for Buyer under the Contract, including any Services that are reperformed by Seller in accordance with these Terms and Conditions. “Terms and Conditions” means these General Terms and Conditions for the Purchase of Products or Services, together with any modifications or additional provisions specifically stated in Buyer’s purchase order or specifically agreed upon by Buyer in writing.

2. Prices.
All pricing on purchase orders is final. Buyer does not acknowledge any written confirmation with pricing changes until a purchase order revision is completed and provided to Seller. Buyer will not be obligated to pay and will not process payment for any invoice that does not match the price set forth on the corresponding purchase order. Seller warrants that the prices and terms on which it supplies Products and Services to Buyer are no less favorable than those offered to other customers purchasing in similar quantities. Seller agrees to immediately reduce the price if it charges any customer purchasing in similar volume a lower price.

3. Purchase Order Changes.
(a) Buyer reserves the right to modify the purchase order with respect to quantities, delivery schedules and/or specifications as desired by Buyer by issuing one or more change orders to Seller. Seller shall not make any changes to purchase orders or affecting the Products or Services without the prior written consent of Buyer, which shall be withheld in its sole discretion. (b) If Seller’s costs are reduced because of changes, Seller shall reduce the purchase order price to reflect all such quantifiable cost savings, whether direct or indirect. (c) If Seller’s costs are increased because of changes, Buyer will consider Seller’s request for a reasonable adjustment to the purchase order price; provided, however, that if Seller does not notify Buyer of a cost impact within ten (10) days of the issuance of the revision/release, then Seller shall be deemed to waive any claim for a price increase due to the revision/release; and provided further, that if Seller does provide notice of a cost impact and the parties cannot agree upon a reasonable price adjustment within ten (10) days of such notice, the revision/release will not become effective, Seller shall not be entitled to any additional compensation or price changes, and the Buyer may terminate the order without liability of Buyer to Seller. Written or verbal acceptance of a revision or release and/or the provision of Products or Services to Buyer after receipt of a revision to the purchase order constitutes Seller’s assent to such revision.

4. Payment Terms.
Seller shall invoice Buyer on completed delivery of the Goods or Services. Unless otherwise agreed to in writing, the Buyer’s payment terms are 14 days following the date Buyer receives an accurate and complete invoice, payable in the currency as stated on the purchase order. Failure to pay for any order will immediately cause the order to be failed and invalid for processing.

5. Releasing Charges; Taxes.
All shipping and handling charges are included in the price. Seller shall pack, mark and release Products in accordance with sound commercial practices and Seller’s specifications in such a manner as to prevent damage during releasing and shall be clearly marked as destined for Buyer. Unless otherwise noted on the purchase order, all purchases are for resale and no sales or use tax shall be charged. Seller is responsible for obtaining from Buyer any required certification. Any sales or use tax or any other tax charged by Seller shall be set forth on a separate line item on the invoice.

6. Delivery; Title; Risk of Loss.
Time is of the essence with respect to delivery of Products or performance of Services. Seller shall make no partial delivery or delivery before the date(s) stated on the purchase order. However, no guarantee shall be given on the exact release date of the merchandise. Buyer may terminate any order where delivery or performance is late or incomplete. Title to, and risk of loss, for all Products sold to the Buyer shall pass to the Buyer only after unloading Products at the delivery location selected by Buyer. Unless otherwise noted on the purchase order, Products shall be released within the campus of Velez College, Inc.

7. Delay/Force Majeure.
Buyer will not be liable or held responsible for any delays or losses related to Buyer’s failure to accept Products or Services that arise directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, war, riots, or other circumstances or causes beyond the reasonable control of Buyer.

8. Returned or Rejected Products.
Buyer shall have the right to inspect all Products and Services on or after the date of receipt, specifically within 24 hours only,  and may reject all or any part of such Products or Services if it determines the Products or Services are nonconforming or defective. Buyer will use commercially reasonable efforts to provide Seller written notice of any defect or non-conformity within a reasonable time after inspection. Failure to give notice of any defect or non-conformity shall not affect any warranty or operate as acceptance of any Product or Service with a latent defect.

9. Inspections; Audits.
Notwithstanding payment, passage of title or prior inspection, all Products and Services are subject to final acceptance or rejection by Buyer at the delivery destination. Seller agrees that Buyer and its customers shall have the right to enter Seller’s facility at reasonable times to inspect the facility, goods, materials and any property of Buyer covered by the purchase order. Such inspection, whether during manufacture prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-progress or finished Products, whether or not a breach of warranty or other defect had become evident at the time. 

10. Severability.
Any provision contained herein determined to be unenforceable, illegal or invalid shall be automatically voided and shall not affect the enforceability, legality or validity of the remaining provisions herein.

11. Relationship between the Parties.
The relationship between Buyer and Seller is solely that of independent contracting parties, and nothing in these Terms and Conditions or any purchase order of Buyer shall be construed to create an employment, joint venture, partnership, or agency relationship between Buyer and Seller.

12. Language.
The parties have expressly requested that this Contract and all related documents be drafted in the English language. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglaise.