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These Terms and Conditions of Sale (“Terms”) shall apply to the sale of any goods, materials, services or work product (“Products”) by Marshall E Vevok chef Company (“Vevok chef”) to the Customer thereof (“Customer”). Except to the extent otherwise expressly agreed in writing signed by an authorized officer of Vevok chef, these Terms and the order, quote or proposal in which they are referenced or to which they are attached (together, this “Agreement”) constitute the entire agreement between Customer and Vevok chef regarding the Products. Customer shall also be bound by the applicable provisions of any terms and conditions of the original manufacturer or service provider of the Products (“Supplier”). VEVOK CHEF HEREBY EXPRESSLY OBJECTS TO, AND SHALL NOT BE BOUND BY ANY OTHER TERMS OR CONDITIONS ON CUSTOMER’S PURCHASE ORDER, CONFIRMATION OR OTHER DOCUMENTS WHETHER SUBMITTED BEFORE OR AFTER THESE TERMS. SHIPMENT OR OTHER PERFORMANCE BY VEVOK CHEF SHALL NOT CONSTITUTE ASSENT TO ANY INCONSISTENT TERMS AND THESE TERMS SHALL TAKE PRECEDENCE OVER ANY OTHER TERMS.
Prices on Vevok chef’s website are subject to change without notice. Prices and discounts quoted by Vevok chef in writing are firm for the period of time (if any) set forth in the quote. Prices are subject to increase by Vevok chef for any change to the Order made by Customer which is approved in writing by Vevok chef. All prices are quoted in U.S. dollars. Vevok chef reserves the right to pass on any surcharges or impose purchase restrictions or limits at any time.
Customers that have other pricing arrangements with Vevok chef can view their prices and the applicable prices to which discounts, if any, are applied, when logged into their Vevok chef.com account. Export orders may be subject to other special pricing.
Vevok chef reserves the right to refuse or reject any order at their sole discretion. Customer will be notified of the refusal or rejection as soon as possible. All rejections or refusals will take place prior to product being shipped. Any prepayment or preauthorized credit card charges will be refunded or voided. Vevok chef is under no obligation to explain its reasons for refusing or rejecting an order.
Prices stated herein do not include any taxes, charges, assessments or duties. The amount of any such taxes, charges, assessments or duties which Vevok chef is required to pay or collect shall be invoiced to and payable by Customer. Customer shall also pay any collection fees and reasonable attorneys’ fees incurred by Vevok chef in collecting payment of the purchase price and any other amounts for which Customer is liable under this Agreement.
Prices are F.O.B. origin, freight prepaid to destination specified in the order. Vevok chef charges a shipping and handling fee on each order which is applied at time of order and reflected on Customer’s invoice. Receipts for shipping and handling charges will not be furnished. For Customers with an established Vevok chef account and their ship to location is within Vevok chef’s trading area, all standard orders are freight allowed (i.e.-free freight). On these standard deliveries to Customers with an established Vevok chef account, and within Vevok chef’s trading area, it is Vevok chef’s prerogative on how the Customer’s order will be shipped. For Customers outside of Vevok chef’s trading area orders over $100 (including any backorders) are shipped free freight for standard size packages. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, less than truckload (LTL) shipments, air freight, freight collect, export orders, hazardous materials, Customer's designated carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier. Vevok chef will provide estimated delivery times based on inventory and the schedules provided by Freight Services. However, the estimated delivery times are not guarantees and Vevok chef will not be liable for any variations from estimates regardless of the cause. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier.
Hazardous materials require special handling, are not service level guaranteed and may be subject to local, state and federal regulations which may delay or prohibit shipments. Hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States.Hazardous materials require special handling, are not service level guaranteed and may be subject to local, state and federal regulations which may delay or prohibit shipments. Hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States.
With respect to the portion of Products comprising the sale of services, Customer shall: (i) cooperate with Vevok chef and Supplier in all matters relating to the services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested for the purposes of performing the services; (ii) respond promptly to any request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary to perform the services; (iii) provide such customer materials or information as reasonably requested to carry out the services in a timely manner and ensure that such customer materials or information are complete and accurate in all respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the services.
Customer will have two business (2) days after delivery of the Products to inspect the Products and to provide notice to Vevok chef of any defects or nonconformity. If Customer does not notify Vevok chef during this period, the Products shall be deemed accepted by Customer, and Customer shall be deemed to have waived all claims based on any defects that were or would have been discovered upon reasonable inspection during such period (except any claim under a Supplier Warranty, as defined in Section 9, shall not be deemed waived). Any claims for damage, non-conformity, shortages or errors must be made in promptly following discovery thereof, specifying the non-conformity in reasonably detail. Special orders are non-returnable and non-refundable. Vevok chef shall not be required to accept any return made without the prior authorization of Vevok chef, and no credit will be allowed for Product returned without prior authorization from Vevok chef. A restocking fee may be assessed on all returned stock material. Returns will be further subject to Vevok chef’s return policy then in effect.
Vevok chef accepts Paypal, Visa, MasterCard, and American Express and so on. Vevok chef’s preferred method for Customer’s payment is via Paypal. All credit extended by Vevok chef and the limits of such credit, is at Vevok chef’s sole discretion, and may be reduced or revoked by Vevok chef at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide Vevok chef with current credit information. Vevok chef reserves the right to charge the Customer a convenience fee for credit card payments on an open account. Vevok chef further reserves the right to charge Customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Vevok chef has the right of set-off and deduction for any sums owed by the Customer to Vevok chef.
Customer agrees that any credit balance(s) issued by Vevok chef must be used within one year from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after one year, or be processed pursuant to applicable state law.
Customer shall have the benefit of any warranty, guarantee or commitment extended directly by the applicable Supplier to Customer (each a “Supplier Warranty”). Copies of any applicable Supplier Warranty shall be made available to Customer upon request. Customer’s sole remedy for any defective or non-conforming products shall be as set forth in the applicable Supplier Warranty. Customer acknowledges that Vevok chef is an independent contractor, reselling the Supplier’s Products for Customer’s own account. Vevok chef is not an agent of any Supplier, and no Supplier is authorized to commit or bind Vevok chef in any way. Vevok chef shall not be responsible for any post-sale warranty repair or technical support obligations of Supplier. Vevok chef may facilitate and assist Customer and Supplier in processing any warranty claims without assuming such obligations. Notwithstanding the foregoing, to the extent Vevok chef directly performs services hereunder (and such services are not performed by Supplier or any other third party), Vevok chef warrants to Customer that it shall perform such services using personnel of required skill, experience and qualifications and in a professional and workman like manner in accordance with Vevok chef’s standard practices. Vevok chef shall not be liable for a breach of the foregoing services warranty unless: (i) Customer gives notice of the defective services, reasonably described, to Vevok chef within two (2) business days of the date the Customer received the services; (ii) Vevok chef reasonably verifies Customer’s claim that the services are defective; and (iii) Customer followed Vevok chef’s instructions related to such services. Subject to the foregoing, with respect to any services subject to Vevok chef’s services warranty in this Section, Vevok chef shall, in its sole discretion, repair or re-perform the applicable services, or credit or refund the price of such services at the prorate contract rate. THE SUPPLIER WARRANTY AND DISTRIBUTOR SERVICES WARRANTY ARE THE EXCLUSIVE WARRANTIES APPLICABLE TO THE PRODUCTS, IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
UNDER NO CIRCUMSTANCES SHALL VEVOK CHEF BE LIABLE TO CUSTOMER OR ANYONE CLAIMING UNDER CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE PRICE ACTUALLY PAID BY BUYER FOR THE PRODUCTS, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES OR EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, PROFITS OR GOODWILL, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER THEORY OF LIABILITY.
Customer acknowledges and agrees that it is not acquiring any right, title or license in or to Vevok chef’s or the applicable Supplier’s intellectual property or other proprietary rights associated with any of the Products. Any software, firmware, applications, code or data incorporated into the Products may be subject to Customer’s acceptance of separate license agreements with Vevok chef or the applicable Supplier thereof. Customer shall not use, disclose, modify, transfer, sublicense, disassemble, decompile, reverse engineer such software, firmware, applications or data, except as expressly provided in the applicable license agreement.
Customer agrees to indemnity, defend and hold harmless Vevok chef, its affiliates, and their respective shareholders, members, directors, managers, employees, agents and representatives (collectively “Representatives”) from any claim, demand, action, cause of action, judgement, damages, cost, expense, liability of loss (including, without limitation, reasonable attorney’s fees) arising out of any: (i) use, ownership, maintenance, transfer, transportation or other disposition of the Products by Customer; (ii) breach or violation of this Agreement on the part of Customer; or (iii) negligent act or omission, intentional misconduct or violation of applicable law on the part of Customer or its Representatives. Vevok chef’s remedies under these terms and conditions are cumulative and in addition to any other remedies available to Vevok chef at law, in equity, by contract or otherwise.
Modification or Suspension. Vevok chef shall use reasonable efforts to accommodate any cancellation, modification, suspension, or delay in shipment requested by Customer; provided, however, that Customer shall fully reimburse Vevok chef for all costs, expenses and losses arising there from, including, without limitation, recovery of all direct costs incurred, a normal profit and Supplier’s cancellation fees. Price and delivery shall be subject to change upon any modification or suspension of an Order approved by Customer.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. Customer shall not assign its rights or obligations under this Agreement without Vevok chef’s prior written consent, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be void and have no force and effect. Vevok chef may subcontract the performance of any of its duties or obligations hereunder to any third party.
Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Californa, without giving effect to its conflicts of laws provisions. Any litigation or proceeding arising out of this Agreement shall be brought exclusively in the courts of the State of Californa. Customer and Vevok chef hereby knowingly, voluntarily and irrevocably consent the personal jurisdiction of such courts and waive any objection as to venue or forum non conveniens. Each of the parties hereby waives the right to a trial by jury in connection with any such litigation or proceeding.
Customer acknowledges that the Products may be subject to export control laws of the United States, including, without limitation, the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall not export, re-export or divert any Products or component thereof in violation of the EAR, ITAR or any other law of the United States.
Neither party shall be liable to the other party, or deemed to have breached or defaulted under this Agreement, for failure or delay in fulfilling or performing any obligation (except for payment obligations), to the extent such failure or delay results from any cause beyond such party’s direct control, including but not limited to acts of God, fire, flood, embargo, governmental acts or regulations, accident, labor dispute, strike, slowdown, war, riot, major equipment failure, delay in transportation, or shortage or inability to obtain necessary labor, materials, equipment, power and/or transportation. In the event of such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of such delay.
These terms and conditions constitute and represent the complete and entire agreement between Vevok chef and Customer and supersede all previous or subsequent communications and representations, either written or verbal, with respect to the subject matter of any Order or invoice. No modification of these terms and conditions shall be binding on the parties unless made in writing and signed by an authorized representative of each party. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any future breach of the provision so waived. If any provision, clause or part, or the application thereof is held invalid, the remainder of this Agreement or the application of such provision, clause or part under other circumstances shall not be affected thereby. This Agreement may be made in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement. Counterparts to this Agreement may be signed, transmitted and delivered electronically.
