Terms of service
VELOSSA TECH ENGINEERING CORP.
TERMS AND CONDITIONS OF SALE
LAST UPDATED: SEPTEMBER 1, 2020
This Agreement of Sale Terms and Conditions (this “Agreement”) is entered into by and between Velossa Tech Engineering Corp., a Florida corporation (“Company”) and the person who accepts this Agreement (“Purchaser”, “you” or “your”). If you are accepting this Agreement on behalf of a legal entity, then the terms “Purchaser”, “you”, and “yours” shall also apply to such legal entity. Throughout this Agreement, Company and Purchaser may each be referred to as a “Party” or collectively, the “Parties”.
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THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.
BY PLACING AN ORDER FOR GOODS FROM COMPANY OR USING COMPANY’S WEBSITE OR ONLINE STORE, YOU ACCEPT AND ARE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WITH RESPECT TO EACH SUCH ORDER, ALL SUCH GOODS, AND ALL SUCH USE THEREOF.
BY PLACING AN ORDER FOR GOODS WITH COMPANY OR USING COMPANY’S WEBSITE TO PURCHASE GOODS, YOU REPRESENT AND WARRANT THAT: (A) YOU ARE ENTERING INTO THIS AGREEMENT WITH COMPANY, WHICH IS A BINDING CONTRACT BETWEEN THE PARTIES; (B) YOU ARE AT LEAST 18 YEARS OF AGE; AND (C) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, THAT YOU HAVE ALL OF THE NECESSARY APPROVALS AND AUTHORIZATIONS TO BIND THE SUCH LEGAL ENTITY TO THE TERMS HEREOF, AND THAT YOU ARE EXPRESSLY DOING SO.
THIS AGREEMENT MAY BE AMENDED BY COMPANY, IN WHOLE OR IN PART, AT ANY TIME AND IN COMPANY’S SOLE DISCRETION, WITHOUT ANY NOTICE TO YOU. THE LATEST VERSION OF THIS AGREEMENT, AS POSTED ON COMPANY’S WEBSITE, SHALL BE THE VERSION APPLICABLE TO YOU, ON A GOING FORWARD BASIS, EACH TIME YOU PLACE YOUR ORDER FOR GOODS OR USE COMPANY’S WEBSITE.
IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT CLICK THE BUTTON TO “ACCEPT” IT OR CHECK ANY BOX TO ACCEPT IT, WHENEVER PRESENTED TO YOU, AND DO NOT PURCHASE OR USE ANY COMPANY GOODS, AND DO NOT USE COMPANY’S WEBSITE. CLICKING THE BUTTON TO “ACCEPT” THIS AGREEMENT, CHECKING ANY BOX TO ACCEPT IT, OR YOUR USE OF COMPANY’S WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT ON YOUR OWN BEHALF, OR ON BEHALF OF THE LEGAL ENTITY YOU REPRESENT, AS MAY BE APPLICABLE.
I. PURCHASE TERMS
Goods. Company is in the business of manufacturing and selling certain products, including without limitation automotive air intake components and other automotive aftermarket products, components, and accessories (collectively “Goods”). Company makes Goods available for purchase by Purchaser for its own, personal use (if Purchaser an individual) or for the internal use of its personnel or members (if Purchaser is an organization), but not for resale or modification.
Terms of the Sale. Company agrees to sell, and Purchaser agrees to purchase Goods that Company makes available, at the prices set out in Company’s price listing (“Prices” or “Price List”) in effect when Company accepts a related purchase order (each, a “Purchase Order”) from Purchaser. Listed Prices do not include taxes or charges of any kind on any amounts payable by Purchaser under this Agreement. Company reserves the right to amend the specific Goods that it produces, offers, and makes available, along with the Prices for each, from time to time, in its sole discretion. For international orders, we are not responsible for customs fees, duty fees, or taxes in your country.
Additional Terms & Disclaimers. Company shall only sell Goods to Purchaser on the condition that Purchaser reviews, acknowledges, and accepts all additional terms and disclaimers (the “Disclaimers”) in connection with the Goods, as they appear in the section of this Agreement entitled “ADDITIONAL TERMS & DISCLAIMERS – AUTOMOTIVE COMPONENTS”. Accordingly, Purchaser accepts and agrees to the Disclaimers, which are an integral part of this Agreement.
No Resale or Modification. Purchaser expressly acknowledges and agrees that Purchaser is purchasing Goods for its own account and internal use (including for use by its own employees, independent contractors working directly for Purchaser, agents, or members, as applicable) and not for resale, transfer, re-allocation, or assignment to any third party. Purchaser further acknowledges and agrees that not to modify the Goods such that the Goods no longer conform to their original manufacturing specifications.
Purchases. All purchases by Purchaser shall be made by submitting a Purchase Order via Company’s website and/or online store, which Company may update from time to time. Product descriptions provided by Company may include additional information or terms of purchase concerning the Goods, which are expressly integrated herein. Additionally, Company may from time to time elect to use one or more third parties to host, maintain or provide functionality relating to all or any aspect of its online store, and such third parties may require the agreement of Purchaser to certain additional terms and conditions separate from those set forth in this Agreement – as such, Purchaser acknowledges and agrees to be bound by any such additional third party terms as may be applicable to Purchaser’s purchase of Goods from Company.
Acceptance. No Purchaser Order from Purchaser is binding upon Company unless and until accepted by Company. Company has the sole discretion to accept or reject any Purchaser Order. A Purchaser Order may be accepted either by confirmation (whether by written confirmation, invoice, or otherwise) or by delivery of the Goods, whichever occurs first.
Cancellation. Company may, at its option and without any liability or penalty, cancel any Purchase Order placed by Purchaser and accepted by Company, in whole or in part, if Company: (a) discontinues its sale of Goods; (b) does not have Goods available to fulfill Purchaser’s Purchase Order; (c) reduces or reallocates its inventory of Goods, in its sole discretion; or (d) determines that Purchaser is in violation of Purchaser’s payment obligations or has otherwise breached this Agreement in any manner.
Shipping Terms. All shipments of Goods to Purchaser shall be Free On Board (F.O.B.) Company’s facility located at 2848 Stirling Road, Suite D, Hollywood, Florida 33020 or such other facility as Company may from time to time elect to use. Company reserves the sole right to change the F.O.B. shipping point on future orders (including Purchase Orders that Company has not yet accepted) without notice.
Late Delivery. Company shall use commercially reasonable efforts to deliver all Goods on or before the requested delivery date. Company is not liable for or in respect to any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. Subject to Purchaser’s cancellation rights hereunder, no delay in the shipment or delivery of any Good relieves Purchaser of any of Purchaser’s obligations under this Agreement.
Inspection. Upon receipt of the Goods, Purchaser has two (2) Business Days from the date of delivery of Goods to inspect the Goods and notify Company of any purported rejection thereof (the “Inspection Period”). Purchaser may reject any Goods that are visibly damaged (“Damaged Goods”) or that exceed the quantity ordered (“Excess Goods”). Purchaser will be deemed to have accepted the Goods if Purchaser fails to notify Company of any Damaged Goods or Excess Goods within the Inspection Period. Notice must be in writing and accompanied by written evidence, images or other documentation. If properly notified of any Damaged Goods or Excess Goods in accordance herewith, Company shall, in its sole discretion: (a) replace the Damaged Goods with conforming Goods, (b) refund the amount paid by Purchaser for the Damaged Goods and shipping expenses for the Damaged Goods incurred by Purchaser, or (c) refund the amounts actually incurred by Purchaser relating to the purchase of Excess Goods and related shipping expenses. Purchaser shall ship, at Company’s direction and expense, all Damaged Goods and Excess Goods to a facility designated by Company.
Returns and Refunds. Company shall not be required to accept any returns without Company’s prior, written authorization, and shall not accept any returns whatsoever on any Goods (i) made specifically for Purchaser or other certain non-standard products that Company does not maintain as part of its regular inventory (“Special Orders”), or (ii) that are specifically marked as ‘sale’ or ‘final sale’ (“Sale Items”). All sales for Goods that are deemed Special Orders or Sale Items are final. Company shall have the sole, exclusive, and final right and discretion to determine which Goods are deemed Sale Items and Special Orders. All Goods approved for a return must be received by Company in an unused and undamaged condition, with its original packaging intact. To request a return, Purchaser must complete and email a Return Merchandise Authorization request form (an “RMA Request Form”) to Company’s customer service department to the following email address: support@velossatech.com. Company will review Purchaser’s request upon receipt, and if appropriate, provide Purchaser with an RMA number (an “RMA Number”). Purchaser may request an RMA Request Form from Company’s customer service department via the following email address: support@velossatech.com. Once Company receives and inspects a return that was authorized pursuant to this Section, Company will send Purchaser a notification of receipt of the item, and whether or not Company, acting in its sole discretion, has approved or rejected the refund. If a refund is approved, it will be processed by Company within ten (10) business days and applied to Purchaser’s original payment method. Company will assess a Twenty-Five Percent (25.0%) restocking fee for the original Good subject to the return, and Purchaser shall be responsible for shipping costs.
Exchanges. Upon receiving any Goods from Company, Purchaser may request an exchange of the Good for the same Good in a different color combination. To request an exchange, Purchaser must follow the Return Merchandise Authorization procedures set forth in Section 1.11 above, and indicate that Purchaser is requesting an exchange instead of a return. Company will assess a Twenty-Five Percent (25.0%) restocking fee for the original Good subject to the exchange, and Purchaser shall be responsible for shipping costs.
Title and Risk of Loss. Until the Purchaser has completed payment for the Goods, title and ownership to said Goods shall remain with Company and its assigns. Upon Company’s receipt of payment, Purchaser shall gain legal and equitable title to the Goods. Risk of loss to Goods shipped under any Purchase Order passes from Company to Purchaser upon the earlier of: (a) the passage of legal and equitable title to the Goods from Company to Purchaser; or (b) upon Company’s delivery of such Goods to a carrier for shipment to Purchaser. For all Goods that are being returned by Purchaser to Company, risk of loss shall remain with Purchaser until received by Company, at its facility. Company strongly recommends that Purchaser use a trackable shipping service and purchasing shipping insurance.
II. PAYMENT
Shipping Charges and Insurance. Unless otherwise expressly agreed to by the Parties in writing (including for example, if expressly stated on Company’s website pursuant to a promotion), Purchaser shall pay for the shipping costs of the Goods.
Payment Terms. Unless Company expressly grants payment terms to Purchaser (in writing, following a review of Purchaser’s credit application and credit verification), Purchaser shall prepay One Hundred Percent (100%) of the value of any Purchase Order accepted by Company. In the event that Company grants to Purchaser payment terms, Purchaser agrees to pay all invoiced amounts due to Company promptly on or before the invoice due date. Purchaser shall make all payments in US dollars via the online platform(s) available on Company’s online store, pursuant to instructions from Company or a third party provider as may be provided therein.
Late Payments. Purchaser agrees to pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of one and one half percent (1.5%) per month or the highest rate permissible under applicable law. Purchaser shall also reimburse Company for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees and expenses. In addition to all other remedies available under this Agreement or at law (which Company does not waive by the exercise of any rights under this Agreement), Company may (a) suspend the delivery of any Goods if Purchaser fails to pay any undisputed amounts when due under this Agreement and/or (b) exercise its right to terminate this Agreement or any individual Purchase Order.
Taxes. Purchaser is responsible for all charges, costs and taxes in connection with its purchase of the Goods; provided, however that, Purchaser is not responsible for any taxes imposed on, or regarding, Company’s income, revenues, gross receipts, personnel or real or personal property or other assets.
III. PURCHASER OBLIGATIONS
Feedback. Purchaser agrees to promptly notify Company of any material problem, defect, issue, or complaint concerning the Goods when Purchaser becomes aware of the same. Purchaser agrees to discontinue its use of the Goods upon its discovery of a material problem, defect, issue, or complaint while awaiting a response and further direction from Company.
Prohibited Acts. Purchaser shall not, and shall ensure that Purchaser’s personnel and agents not, engage in any misleading or deceptive practices respecting the Goods, including without limitation, making any untrue or deceptive claims or representations about the Goods, their function, efficacy, approvals, or certifications.
IV. WEBSITE USE
Website and Online Store are Company Property. Purchaser’s access to and any use of Company’s website and online store is conditioned upon Purchaser’s compliance with these Terms. No materials thereof may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without Company’s express written consent. All information and all contents provided thereupon, including by way of example and not limitation text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, graphics, software, and the HTML used to generate the pages (collectively, “Materials and Content”) is Company’s property and is protected by trademark, copyright, or other intellectual property laws of the United States of America and/or other jurisdictions. Company (together with its licensors, if and as applicable) is the sole and exclusive owner of the Materials and Content, including all right, title, and interest to all intellectual property rights therein and thereto.
Limited License Grant. Subject in all respects to the limitations and restrictions herein, Company grants to Purchaser personal, revocable, non-exclusive, non-transferable, limited license to access Company’s website and online store, solely for the purpose of purchasing Goods and to use the information and services contained therein in connection therewith. Company reserves the right, for any reason or for no reason, in Company’s sole discretion and without notice to Purchaser, to revise any portion thereof, including without limitation the Goods, prices or information provided therein, and to terminate, change, suspend, or discontinue any or every aspect thereof, including, but not limited to, the Materials and Content as well as features and/or hours of availability. Company will not be liable to Purchaser or to any third party in connection with same. Company may also impose rules for and limits on use thereof or restrict Purchaser’s access to part, or all, of the website, the online store, or the Goods without notice or penalty. Company has the right to change these rules and/or limitations at any time in its sole discretion.
Content Provided for Informational Purposes Only. Any information, including by way of example and not limitation any blogs, testimonials, or other written or audiovisual content provided on Company’s website or online store, is provided for informational purposes only, may be incomplete or incorrect, and is not intended to diagnose or insinuate a diagnosis relating to any vehicle maintenance or performance matter. Vehicles should be entrusted to the advice and care of a professional, certified automotive technician. References or links provided do not constitute an endorsement or recommendation. In no event shall Company be held liable for any content on Company’s website or online store provided to, accessed by or downloaded by Purchaser or any other person or entity, regardless of whether same is hosted or provided by a third party, or appearing on Company’s website or online store or elsewhere.
Additional Limitations on Use of Website and Online Store. Purchaser shall not use, download, copy, print, display, perform, reproduce, publish, modify, delete, add to, sell, lease, license, create derivative works from, reverse engineer, decompile, post, transmit, distribute, disseminate, or otherwise exploit any Materials and Content from Company’s website or online store in whole or in part, including for any public or commercial purpose, without the specific prior written permission of Company. Purchaser shall not make use of Company’s website or online store for any commercial purpose, including without limitation the benefit of another business, unless explicitly permitted by Company in advance in writing. Purchaser shall not upload to, distribute, or otherwise publish through the website or online store any content, information, or other material that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (iii) includes any bugs, viruses, worms, trap doors, trojan horses or other harmful code or properties. Purchaser shall not: (i) use Company’s website or online store in any manner that could disable, overburden, damage, or impair Company’s website or online store or interfere with any other party's use of Company’s website or online store; (ii) use any device, process, or means to access Company’s website or online store for any malicious purpose, to expressly include monitoring or copying the material on Company’s website or online store; (iii) use any manual process to monitor or copy any of the material on Company’s website or online store or for any other unauthorized purpose; (iv) use any device, software or routine that interferes with the proper working of Company’s website or online store; (v) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Company’s website or online store, the server on which Company’s website or online store is stored, or any server, computer or database connected to Company’s website or online store; (vii) attack Company’s website or online store via a denial-of-service attack or a distributed denial-of-service attack; or (viii) otherwise attempt to interfere with the proper working or operation of Company’s website or online store.
User Generated Content. Company’s website or online store may now or in the future permit the submission of content such as comments, product reviews and feedback by Purchaser and other users and the hosting, sharing and/or publishing of such submissions. Purchaser agrees and acknowledges that Company does not guarantee any confidentiality with respect to any such submissions unless expressly indicated. Purchaser shall be solely responsible for any material, information or ideas that Purchaser submits. Any material, information, or ideas that Purchaser submits or posts on Company’s website or online store shall be treated by Company as non-confidential and non-proprietary. Company may share or otherwise use Purchaser’s submission for any purpose whatsoever without Purchaser’s further consent.
V. TERM AND TERMINATION
Term. The term of this Agreement enters into effect on the date on which Purchaser accepts it and shall continue in full force and effect unless and until earlier terminated as provided under this Agreement or applicable law (the “Term”).
Termination. Either Party may terminate this Agreement by providing the other party with thirty (30) day written notice of its intent to terminate; provided however, Company may terminate this Agreement immediately if it finds Purchaser to be in material breach of any provision herein.
Effect of Expiration or Termination. The Term’s expiration or termination does not affect any rights or obligations that: (i) survive the end of this Agreement; and (ii) were incurred by the Parties before the expiration or termination. Provided, however, all indebtedness of Purchaser to Company of any kind is immediately due and payable on the effective date of the Term’s expiration or termination, without further notice to Purchaser. Notwithstanding anything to the contrary herein, if Company accepts a Purchase Order to create Goods for Purchaser pursuant to a Special Order, then, at Company’s option, Purchaser shall purchase such Goods on the terms of the Purchase Order and this Agreement, even after termination of this Agreement. Any Goods that are still in transit on termination of this Agreement shall be governed hereby. Special Order Goods in transit are not returnable or cancellable, and Purchaser will still be responsible for payment of the Goods, even after termination of this Agreement. Each Party shall not be liable to the other Party for any damage of any kind incurred by the other Party by reason of the expiration or termination of this Agreement – excepting any Special Order Goods, for which Purchaser will still be responsible for payment to Company after termination.
VI. INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Ownership. Purchaser acknowledges and agrees that any and all Company patents, trademarks, and copyrights (worldwide, whether or not registered), internet domain names and URLs, copyrights and trade secrets, whether appearing on Company’s website or online store or elsewhere, are the sole and exclusive property of Company. Purchaser does not and shall not acquire any ownership interest in any of Company’s Intellectual Property Rights under this Agreement. Purchaser is hereby on notice that Company has secured or is in the process of securing certain patents in connection with the Goods.
VII. WARRANTIES
Limited Product Warranty. Company warrants that, for the period of three (3) months from the date of purchase, Goods will be free from defects in materials and workmanship (the “Limited Warranty”). The Limited Warranty expressly excludes any damage or defects caused by or due to (a) transportation; (b) storage; (c) improper use or misuse; (d) failure to follow Company’s instructions for use or storage; (e) normal use, wear and tear; or (f) external actions or events beyond Company’s reasonable control. Company reserves the exclusive right to amend the Limited Warranty from time to time, without notice. The full Limited Warranty is set forth HERE and is expressly incorporated herein.
Third Party Products. Purchaser acknowledges and agrees that Goods purchased by Purchaser under this Agreement may include products or components thereof manufactured by a third party (“Third Party Products”) in some form. Third Party Products are not covered by the Limited Warranty.
Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN SECTION 7.01, COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; (iv) NON-INFRINGEMENT; OR (v) PERFORMANCE OF GOODS TO ANY STANDARDS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Liability. IN NO EVENT SHALL COMPANY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
SOLE REMEDY. TO THE GREATEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL, AGGREGATE LIABILITY TO PURCHASER, AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS THAT MAY ARISE FROM OR OUT OF PURCHASER’S DEALINGS WITH COMPANY AND/OR THIS AGREEMENT SHALL BE, AT COMPANY’S SOLE OPTION, THE (A) THE REPLACEMENT OF DEFECTIVE GOODS; OR (B) A REFUND OF THE AMOUNT PURCHASER ACTUALLY PAID TO COMPANY FOR GOODS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES TO ANY PERSONAL PROPERTY OF PURCHASER OR ANY THIRD PARTY RESULTING FROM PURCHASER’S USE OF THE GOODS, INCLUDING BUT NOT LIMITED TO ANY IMPROPER INSTALLATION OR APPLICATION THEREOF.
VIII. MISCELLANEOUS
Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any changes to this Agreement shall be void unless in writing and signed by both Parties.
Choice of Law. This Agreement shall be governed by the laws of the State of Florida, not subject to any conflict of law provisions.
Choice of Forum. Company may enforce its rights against Purchaser in any venue having proper jurisdiction over the dispute. The Parties agree that any action, litigation or proceeding of any kind whatsoever against Company in any way arising from or relating to this Agreement shall be brought solely and exclusively in the state and federal courts located in or having jurisdiction over Broward County, Florida.
Class Action Rights Waived. Purchaser agrees, to the fullest extent permitted under applicable law, to resolve any litigation or dispute with Company on an individual basis. Purchaser acknowledges and agrees that, in any dispute, Purchaser, to the fullest extent permitted under applicable law, waives its rights to and shall not join or consolidate claims together with other customers of Company, and, to the fullest extent permitted under applicable law, waives its rights to and shall not otherwise participate in any claim against Company as a class representative or class member.
No Waiver. No waiver concerning all or any part of this Agreement is effective unless it is in writing, expressly identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. Any waiver authorized relating to a single occurrence is effective only in that instance and only for the purpose stated and does not operate as a waiver for any additional single occurrence relating to such matter.
Severability. If any term or provision of this Agreement is determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement.
Terms of Agreement Prevail. The Parties acknowledge and agree that the terms of this Agreement prevail over any terms or conditions contained in any other documentation related to the subject matter of this Agreement including without limitation any documentation issued by Purchaser, expressly to exclude any of general terms and conditions provided by Purchaser, whether contained in any Purchase Order or otherwise.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
Assignment and Delegation. Purchaser may not assign any rights or delegate any of obligations under this Agreement without the prior written consent of Company. Company may assign its obligations under this Agreement, in whole or in part, to one or more of its subsidiaries engaged in the business.
No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties hereto.
Notices. Company may provide any notice to Purchaser by sending a message to the e-mail address provided by Purchaser. Purchaser may provide notice to Company by personal delivery; overnight courier; or registered or certified mail to 2848 Stirling Road, Suite D, Hollywood, Florida 33020, USA, which Company may update from time to time. Notices provided by to Purchaser by e-mail will be effective when Company sends the e-mail and notices Company provides by posting upon its website will be effective upon their posting. Notices provided to Company by mail are not effective upon Company until received.
ADDITIONAL TERMS & DISCLAIMERS – AUTOMOTIVE COMPONENTS
The Parties hereto acknowledge and agree that the following additional terms and disclaimers shall apply to all Goods manufactured, distributed, or sold by Company that are automotive components:
- THE GOODS ARE SOLD “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, EXCEPTING SOLELY THE LIMITED WARRANTY AS EXPRESSLY SET FORTH IN THE AGREEMENT, AND WHICH IS ACCESSIBLE HERE. THE ENTIRE RISK OF QUALITY AND PERFORMANCE OF SUCH GOODS IS WITH THE PURCHASER, AND ANY USER, SUBSEQUENT USER, OR AGENT THEREOF (HEREIN, A “USER”). SHOULD SUCH GOODS PROVE DEFECTIVE FOLLOWING THEIR PURCHASE, THE PURCHASER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICES OR REPAIR TO ANY VEHICLE(S) AND ANY OTHER PERSONAL PROPERTY AS RESULT OF THE FAILURE OF ANY ASPECT OF THE GOODS, AND COMPANY SHALL HAVE NO LIABILITY RELATING THERETO TO PURCHASER, USER, OR ANY OTHER PERSON OR ENTITY, EXCEPT WITH RESPECT TO THE REPLACING OF THE GOODS TO THE EXTENT SET FORTH IN THE LIMITED WARRANTY.
- IN NO EVENT SHALL COMPANY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, INCLUDING, WITHOUT LIMITATION, THE LOSS OF LIFE OR LIMB, OR DAMAGES DUE TO BODILY OR PERSONAL INJURY, WHICH MAY ARISE OR RESULT FROM THE SALE, INSTALLATION, OR USE OF THE GOODS.
- The Goods have not been certified or otherwise approved by any automobile manufacturer, by the National Highway Transportation Safety Board, the U.S. Department of Transportation, the Department of Transportation of any U.S. State, under the Federal Motor Vehicle Safety Standards, by the National Institute for Automotive Service Excellence (ASE), or any other government or private regulator or governing body unless expressly indicated in the product description on Company’s online store. As such, no implied or express warranty is made that any of the Goods are street legal.
- Vehicle operation, modification, and maintenance are inherently dangerous activities with significant risk of personal injury or even death. When Purchaser participates in such activities, Purchaser accepts the risk inherent therein. Company makes no warranty that the use of its Goods promotes or guarantees personal safety or freedom from physical injury. The Goods are not meant in any occasion to operate as a life saving device.
- It is solely the responsibility of the Purchaser and each User to inspect and verify the dimensions, specifications, and performance of all products and parts as being appropriate for the desired use, prior to any actual installation and/or use of said products and parts, and before each use, for evidence of damage, defect or wear. Any deviation caused by the Purchaser or a User from Company’s specifications concerning use, maintenance, repair, alterations and modifications shall constitute the willful negligence of the Purchaser and User, in each case.
- Installation or use of the Goods may adversely affect other vehicle components, safety equipment, or other property. Company assumes no and shall have no responsibility or liability to Purchaser, User, or any other person or entity for any damage to any vehicle component, safety equipment, other property, or bodily injury that may arise due to failure thereof, due to installation and/or use, either proper or improper, of the Goods.
- All documentation provided by Company in connection with the Goods is provided for information purposes only, may be incomplete or inaccurate, and shall be independently verified by Purchaser and any User. Company assumes no and shall have no responsibility or liability to Purchaser, User, or any other person or entity for errors, omissions, diagrams, pictures, illustrations or text in these instructions or the documents contained herewith.
- In the event of a conflict between applicable law and any provision hereof, the applicable law shall prevail, and if any term or provision of this disclaimer is determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and any such determination shall be made as to include a provision as similar in its terms as possible to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
WARNING
READ CAREFULLY BEFORE USING ANY
VELOSSA TECH ENGINEERING CORP. AUTOMOTIVE COMPONENT
- Many Velossa Tech Engineering Corp (“Velossa Tech”) products, parts, and components are sold for ‘off-road use only’. Products sold for ‘off-road use only’ may not be lawfully used on public roads in many states, and should not be used as such.
- All performance modifications and installations of Velossa Tech products are at the customer’s own risk. Velossa Tech bears no responsibility whatsoever for any mechanical, electrical, or other failure or damage to the customer’s vehicle from using any Velossa Tech aftermarket products.
- Many Velossa Tech products are designed to work only with specific make(s), model(s), year(s) and configuration(s) of passenger automobiles. Installation or use with automobiles not specifically listed as compatible for a product may result in underperformance or complete lack of performance of the product or damage to the automobile.
- Any attempt to modify any product or retrofit any product to an automobile for which a product was not designed and approved by Velossa Tech will void the product’s limited warranty and may result in underperformance or complete lack of performance of the product, or damage to the automobile.
- Use of a product with other types of vehicles or equipment for which a product is not expressly designed and approved by Velossa Tech may result in underperformance or complete lack of performance of the product, or damage to the vehicle or its components.
- Installation of each product by a certified automotive technician familiar with make and model of automobile is highly recommended.
- Inspection of all products should be performed before installation. If the product appears damaged, is missing parts, or appears to vary from the specifications provided by Velossa Tech or required by the automobile’s manufacturer, do not install the product.
- Installation should be performed only in accordance with the procedures, instruction manuals, other directions provided by Velossa Tech. Visit the following website before any attempted installation: www.velossatechdesign.com/pages/instruction-manuals
- Proper installation and condition of all product components should be inspected and confirmed each time before operating the automobile to promote continued proper operation and safety.
- All air intake products should always be used with an air filter. Failure to properly filter air before it enters the vehicle’s engine can result in substantial damage from particulates and other road debris, including total engine failure.
- Air intake products are not snorkels and do not increase the wading depth of the vehicle in water. In certain circumstances, installation of an air intake product may decrease the water wading depth of the automobile reported by the automobile’s manufacturer. Consult automobile’s owner’s manual and a certified automotive technician familiar with make and model for guidance.
- Although Velossa Tech’s air intake is upstream of the air filter, which is designed to prevent some liquids from entering the engine, it is not advisable to perform wide-open throttle events at high vehicle speeds during rain or snow, as this may result in some water entering the engine.
