TERMS OF USE

 

This website located at www.verellen.biz (the “Website”) is provided solely to assist Users in viewing products offered by Verellen, Inc. (“Verellen”), and for no other purpose whatsoever. The Website is offered by Verellen.

 

The following General Terms and Conditions (“Terms”), including any and all conditions stated within any additional documents referenced herein, are applicable to all Users of the Website and all transactions resulting in the sale and delivery of products from Verellen. Any terms, conditions, specifications or similar not expressly stated within these Terms are expressly excluded from this document and refused by Verellen. These Terms can only be varied by a writing signed by an authorized Verellen representative.

 

The following Terms outline your obligations when using the Website and associated services. For the purposes of these Terms, the terms “we”, “us”, “our” and “Verellen” refer to Verellen doing business as Verellen and the terms “you,” “User” and “Purchaser” refer to the individual users visiting and/or purchasing products from this Website.

 

 

 

This Website and the content contained within are offered to youconditioned upon your acceptance without modification of any and all the terms, conditions, and notices set forth below. BY ACCESSING OR USING THIS WEBSITE IN ANY MANNER, YOU AGREE TO BE BOUND BY THE THEN-CURRENT VERSION OF THE TERMS. PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, YOU MAY NOT USE THIS WEBSITE. It is your sole responsibility to return to this page periodically to review the most current version of these Terms. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Terms without prior notice with such changes being effective upon our posting such modified Terms on this Website, and your continued access or use of this Website signifies your acceptance of the updated or modified Terms.

 

 

Provided that you are not in violation of these Terms, Verellen grants to User a nonexclusive, nontransferable, nonsublicensable, terminable license to access and use for the User’s personal use of the Website and its contents. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, deep-link, or otherwise exploit the Website or its contents, in whole or in part, except for your personal use without the express prior written consent of Verellen. Verellen may modify, update, suspend or discontinue the Website, in whole or in part, in its sole and absolute discretion for any or no reason, at any time and with or without notice. We shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

 

This Website may contain hyperlinks to websites controlled and operated by third parties. Such hyperlinks are provided solely as a convenience to you and does not constitute an endorsement or approval of any such third-party website (or the content contained within the same) by Verellen. You assume all risk for use of any such third party website. It is your sole responsibility to review any and all policies and user agreements, including privacy policies, associated with all such third party websites. Verellen does not control and is not responsible for your use of or any
of the goods or services provided by such third-party websites.

 

 

We will make best commercial efforts to ensure that the Website is online and available for your use at all times. Despite these efforts, there may be times when the Website is unavailable for your use for any number of reasons including, without limitation, downtime, updates, or forces beyond our control. We apologize in advance for any inconvenience that this inability may cause for you. Verellen shall not be responsible for any delays, failures or other damage resulting from such lack of access or problems it may cause.

 

 

Acceptance by Verellen of any offer to purchase any products listed on and sold by Verellen on the Website (the “Products”) by any Purchaser is made, if at all, via electronic communication to Purchaser by Verellen at its home office in High Point, North Carolina. Purchaser is conclusively presumed to fully accept all of these Terms if Purchaser places an order with Verellen. In the event of Purchaser’s rejection of these Terms, Purchaser’s sole remedy shall be the cancellation of an order.

 

 

Verellen strives to maintain Product prices at the lowest level. Occasionally, Product prices change without notice due to circumstances beyond Verellen’s control. All prices posted on the Website reflect the current prices of Products and such posted prices will be honored by Verellen in the event of a purchase of Products by a Purchaser. All posted prices on the Website are in United States Dollars. Any and all taxes (other than Verellen’s franchise, net income, or excess profit taxes) assessed in
association with Purchaser’s acquisition of Products shall be Purchaser’s sole and absolute payment responsibility.

 

 

Purchaser understands and acknowledges that the Product purchased is custom manufactured by Verellen for Purchaser. To that end, all orders for Product are special orders, and as such, all orders that have been placed and customer’s deposit has been received are non-cancellable by Purchaser. For the purposes of clarity and removal of doubt, the agreement between Purchaser and Verellen concerning the Product may not be revoked or cancelled by Purchaser after a deposit is received.
Verellen, in its sole and absolute discretion, may unilaterally cancel any order if Purchaser fails to timely make any deposit or payment for the Product.

 

 

All prices are FCA Verellen’s warehouse (Incoterms 2020) and become the Purchaser’s property when placed on Purchaser’s contracted shipping or freight vehicle at Verellen’s warehouse for delivery to Purchaser. Notwithstanding the foregoing, in the event the Products are shipped by Verellen to Purchaser on a Verellen truck, the price shall include a delivery surcharge representing any and all applicable fuel charges. The delivery date given by Verellen is only an estimated delivery date and is not a representation or guarantee of a particular date of shipment or delivery. Verellen shall not be responsible for any special, direct, indirect, incidental or consequential damages associated with any delay in the delivery of any Products.

 

 

(a) Non-Conforming Goods. Purchaser shall have the exclusive duty to inspect all Products delivered. Such inspection shall occur immediately following Purchaser’s initial receipt of the Products. All non-conforming goods claims must be made by Purchaser in writing specifying the nature of the alleged non-conformity within ten (10) business days following Purchaser’s initial receipt of the Products.

Purchaser’s failure to notify Verellen of any non-conforming Products within such ten (10) business day period following the Purchaser’s initial receipt of the goods shall constitute (i) Purchaser’s full and complete acceptance of the Products and (ii) Purchaser’s waiver of any further right of inspection and/or claims of non-conforming Products. Within a reasonable time after any such timely notification, Verellen will inspect the alleged non-conforming Products and, if and only if they are deemed in Verellen’s sole discretion to indeed be non-conforming, Verellen will, at Verellen’s sole option, (i) replace any non-conforming Products at the original point of delivery or (ii) refund the Purchaser’s purchase price for such non-conforming Products. Verellen shall not be liable for any incidental or consequential damages in connection therewith. These remedies are Purchaser’s exclusive remedies for non-conforming goods.

 

Purchaser acknowledges that it consensually waives the specific remedies stated for the delivery of non- conforming goods as stated and as that term is defined within Article 2 of the Uniform Commercial Code. The non-confirming goods process set forth in this Section 9(a) only applies to Products purchased from Verellen and does not apply to products purchased from any other Verellen affiliate.

 

(b) Disclaimer of Other Warranties. IF A PRODUCT DOES NOT CONFORM TO THE WARRANTIES LISTED ABOVE, THE PURCHASER’S SOLE AND EXCLUSIVE REMEDY IS, AT VERELLEN’S SOLE AND EXCLUSIVE OPTION, THE (1) REPLACEMENT OF ANY DEFECTIVE PRODUCT, OR (2) REFUND OF THE PURCHASE PRICE FOR ANY DEFECTIVE PRODUCT. THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND MADE IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, RIGHTS OR CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERELLEN SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND. ALL SUCH PRODUCTS ARE PROVIDED BY VERELLEN ON AN “AS IS” BASIS. THIS DISCLAIMER OF WARRANTY SHALL NOT LIMIT PURCHASER’S RECOURSE AGAINST THE MANUFACTURER OF THE PRODUCTS UNDER ANY WARRANTY, IF ANY, EXTENDED BY SUCH MANUFACTURER. ANY WARRANTY OF ANY MANUFACTURER SHALL NOT BE DEEMED TO BE THE WARRANTY OF VERELLEN.

 

(c) Limitation of Remedies. The remedies contained herein are Purchaser’s only remedies concerning the Products or occurrences related thereto. In no case shall Verellen be liable for any indirect, incidental, punitive, special or consequential damages, including but not limited to, damages to other property, inconvenience, damages for loss of profits, revenue, goodwill or use, incurred by Purchaser or any third party, whether in an action in contract, tort, strict liability, or imposed by statute, or otherwise, even if advised of the possibility of such damages.

 

(d) No Other Warranties. No agent, representative, or employee of Verellen is authorized to change the warranties herein or to give any other warranty, express or implied, unless approved in writing by an officer of Verellen.

 

 

The images used in this Website are digital representations of actual products. Please note that due to computer monitor differences, photographic lighting variances, and other variables, individual features shown online may not match precisely with the product shipped to you. As such, the images in this Website are to be used for illustrative and reference purposes only and should not be used as the sole basis for selecting and purchasing a particular product. While these images are indicative of
the quality and style of the products sold by Verellen, the appearance, packaging, and color of the products you receive may vary from what you see on your computer system.

 

 

No returns are permitted without Verellen’s prior written consent. No returns shallbe accepted with respect to any made-to-order Products or used Products. Email [email protected] to receive instructions on how to return a Product. Purchaser shall reimburse Verellen for any damages incurred by any Products between their original delivery to Purchaser and return delivery to Verellen’s warehouse. Purchaser shall be solely responsible for the cost of all freight and insurance charges associated with any authorized Product return.

Purchaser shall solely assume all risk of loss or damage associated with any authorized Product return. Verellen shall reject any unauthorized Product returns and may reship them to Purchaser “freight collect” with Purchaser being solely responsible for all associated freight charges. If any Product delivered to Purchaser is damaged due to the fault of Verellen, Verellen shall pay and be solely responsible for the shipping charges for Purchaser’s return of the item to Verellen and for the shipment by Verellen to Purchaser of any replacement Product. The returns process set forth in this Section 11 only applies to Products purchased from Verellen and does not apply to products purchased from any other Verellen affiliate or Seller of Verellen Products.

 

 

Verellen shall have no liability for any non-performance or delay in performance of its obligations due to events beyond its reasonable control, including, without limitation, fire, storm, flood, earthquake, explosion, epidemic, pandemic, accident, acts of the public enemy, wars, riots and public disorder, sabotage, strikes, lockouts, labor disputes, labor shortages, work slowdown, stoppages or delays, shortages or failures or delays of energy, materials, supplies or equipment, transportation, embargoes or delays, acts of God, and breakdown in machinery or equipment.

 

 

Purchaser agrees to hold harmless and indemnify Verellen for any claim or action by any third person arising out of or alleged to arise out of the delivery, design, manufacture, or use of the Products.

 

 

All right, title and interest in and to the intellectual property rights in and associated with this Website and the Products, including all technology and trade secrets embodied therein and any custom developments created by Verellen for Purchaser, and any derivative works thereof, shall belong solely and exclusively to Verellen and its licensors, and Purchaser shall have no rights whatsoever in any of the foregoing.

Purchaser shall not be granted an ownership interest in the intellectual property rights in the Products either in whole or in part. In the event of a violation (or threatened violation) of Verellen’s intellectual property rights, Verellen shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act as both Verellen and Purchaser acknowledge and agree that the legal remedies for such violations or threatened violations are inadequate and that Verellen would suffer irreparable harm.

 

 

(a) Choice of Law; Venue. By visiting or using and purchasing Products from this Website, you agree these Terms and, to the fullest extent permitted by applicable law, all matters arising out of or relating in any way to these Terms (whether arising in contract or in tort), shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other
than North Carolina. The application of the Convention on Contracts for the International Sale of Goods is hereby fully excluded. By purchasing Products from Verellen, Purchaser fully acknowledges and agrees that any controversy, claim, or dispute arising out of or related to the Products, these Terms, or the breach thereof, shall be brought only in the state courts of North Carolina in Guilford County or the Federal Courts located in North Carolina having jurisdiction over Guilford County. Purchaser hereby consents fully to and waives any dispute over personal jurisdiction to such venue and courts. If Verellen prevails in any such lawsuit, the costs and expenses associated with such lawsuit and Verellen’s reasonable attorney fees to collect the purchase price of the Products and/or to defend any claims made by Purchaser against Verellen related to the Products shall be paid by Purchaser.

 

(b) Compliance with Laws. Purchaser represents and warrants to Verellen that Purchaser is familiar with and understands all federal, state, and local laws, rules, regulations, orders, and standards (collectively called “Laws”) applicable to the Products. Unless otherwise expressly agreed in writing signed by Verellen and Purchaser, Verellen shall not be liable to Purchaser for, and Purchaser agrees to indemnify and defend and hold Verellen harmless from, any liability arising or alleged to arise out of, any failure of the Products to conform to any such Laws.

 

(c) Reservation of Rights. No failure of Verellen to insist upon or compel compliance by Purchaser with any of the terms, provisions, or conditions hereof shall be construed as a waiver by Verellen of its rights to insist upon compliance therewith in the future.

 

(d) Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Terms shall continue in effect.

 

(e) No Right of Set Off. Purchaser shall not enjoy a right of set-off against any amount due Verellen under any circumstance except for claims that have been finally adjudicated or are fully undisputed.

 

(f) Waiver; Indemnification. Purchaser hereby (i) waives, releases and discharges any and all claims of any and every kind (including, but not limited to, injury to or death of any person or damage to property), which it may have at any time against Verellen, its agents or employees, by reason of or arising out of any condition or defect in the Products, including, but not limited to, any claimed improper design, specifications or manufacturing defect of the Products; and (ii) covenants to indemnify and hold harmless Verellen, its agents and employees, of, from and against any and all loss, damage, expense, claims, suits, costs of defense, including attorney fees or liability which Verellen or any of its employees may sustain or incur at any time for or by reason of any injury to or death of any person or persons or damage to any property, arising out of any condition or defect of the Products, including, but not limited to, claimed improper design or manufacturing defect or other defect of the Products.

 

(g) Protection. All text, graphics, design, selection, and arrangement of information on this Website are protected by United States and international copyright laws - © 2022 Verellen. All rights reserved.

(h) Unauthorized Use. Any unauthorized duplication, modification, or use of any material provided on this Website, whether protected by copyright or otherwise, of any kind is strictly prohibited.

 

(i) Other Logos. All other logos and product and company names mentioned herein may be the trademarks of their respective owners.

 

(j) No Agency. You agree that no joint venture, agency, partnership, or employment relationship exists between you and Verellen as a result of these Terms, use of this Website or the purchase and delivery of Products.

 

(k) Entire Agreement. These Terms (and any other terms and conditions referenced herein) constitutes the entire agreement between you and Verellen with respect to this Website and the purchase and delivery of Products and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Verellen with respect to this Website and the purchase and delivery of Products.