Terms & Conditions

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Client hereof acknowledges receipt and acceptance of materials, supplies, goods, and/or other items all referred to as "Products." STANDARD TERMS: NET 5 DAYS. Customer agrees to pay a 0.1% per business day service charge on all amounts unpaid after 5 banking business days from invoice date. Special terms may be available subject to signed, written approval by Veolectra. Veolectra will deliver all products FOB, Farmington Hills, Michigan, unless Client and Veolectra agree in writing on an alternate delivery method. Any Products stored at Veolectra after the date of pick up designated in the written notice will be charged a daily storage fee of $10 per square foot occupied per day.No additional terms or modifications to these "Terms and Conditions" proposed by Client in any acknowledgment, purchase order, or other form of communication shall be binding on Veolectra unless expressly authorized herein or unless Veolectra expressly agrees thereto in writing. Client agrees that Veolectra shall retain a security interest in all Products manufactured, created, and/or improved upon by Veolectra until all indebtedness of Client is paid in full, and that Veolectra shall have all the rights of a secured party as provided by applicable statutes, including any right to perfect its security interest by filing a UCC-1 or Mechanics Lien and to pursue an action for the entire indebtedness or any deficiency. In the event of nonpayment of any invoice, Client agrees that Veolectra may, in its sole discretion and option, attempt to foreclose on its security interest in any manner authorized by applicable law. Disputes as to any portion of an invoice mustbe delivered to Veolectra in writing no later than 1 calendar day following the delivery date of the disputed invoice. Failure to timely notify Veolectra in writing of any such dispute shall be deemed acceptance of the same, and all charges therein, and shall constitute a waiver of any dispute of that invoice. Client agrees to pay the full contract price for any Products for which Client fails to pick up, provide adequate delivery instructions, or wrongfully refuses upon delivery. All payments made by Client shall be considered without reservation of rights unless expressly stated. Any rejection of Products by Client must be accompanied by a writing specifying reason(s) for rejection and must provide Veolectra a reasonable opportunity to cure any such defect. All sales agreements are final.Client or its agents assumes control and risk of loss of Products when it is picked up or delivered from Veolectra representatives to Client representatives or agents or left at the delivery location. Upon delivery or receipt, Client acknowledges that it has had a reasonable opportunity to inspect any and all Products and remains responsible for said Products. Client agrees that it will not move purchased Products to any other project or location until fully paid for or otherwise interfere with Veolectra's security interest or legal rights, or otherwise subject Veolectra's residual interest in the Products to any risk whatsoever. Client shall defend, protect, indemnify and hold harmless Veolectra against loss, damage, injury, expense, liability, claim, action, cause of action or penalty on account of any injury to personor property whatsoever occasioned by the operation, handling, transportation, storage or use of any Products. Client waives all claims against Veolectra to the fullest extent allowed by law.THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RELATED IN ANY WAY OR MANNER TO THIS AGREEMENT. VEOLECTRA DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND CLIENT AGREES THAT THE WARRANTIES FOR ALL "PRODUCTS" "IS AS SPECIFIED. CLIENT ASSUMES ALL RISKS ASSOCIATED WITH SAME AND RELEASES VEOLECTRA FROM ANY AND ALL LIABILITIES AND DAMAGES (INCLUDING LOST PROFITS, PERSONAL INJURY, AND SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) IN ANY WAY CONNECTED WITH, RELATED TO, AND/OR CONCERNING THE "PRODUCTS," ITS OPERATION OR USE OR ANY DEFECT OR FAILURE THEREOF OR A BREACH OF VEOLECTRA'S OBLIGATIONS HEREIN. CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR BREACH IS LIMITED, AT VEOLECTRA'S SOLE OPTION, TO THE REPAIR OR REPLACEMENT OF THE PRODUCTS.