All sales between VICI Metronics, Inc. ("VM") and the customer ("Buyer") are subject to the terms and conditions contained herein ("VM's Standard Conditions of Sale"). No variation of these terms and conditions will be binding upon VM unless agreed to in writing and signed by an officer or other authorized representative of VM. In all cases where Buyer's Purchase Order Terms conflict with VM's Standard Conditions of Sale, VM's Standard Conditions of Sale will take precedence. Buyer acknowledges that Buyer has read these terms and conditions and has had the opportunity to consult with legal counsel for legal advice regarding same. VM's sale of its goods (also referred to as products) to Buyer is expressly made conditional on Buyer's assent to these terms and conditions. Unless Buyer notifies VM within ten (10) days after receipt of this VM's Standard Conditions of Sale and returns the purchased goods to VM, Buyer accepts the goods purchased from VM subject to the terms and conditions of this VM's Standard Conditions of Sale. Buyer understands and acknowledges that VM would not consummate this sale without Buyer's agreement to these terms and conditions and that VM's pricing of its goods is in reliance on these terms and conditions.
VM will use commercially reasonable efforts to make shipments on date(s) agreed by VM. Shipments are made F.O.B. (or as may be applicable, FCA or EXW) VM's facility. All products shall be deemed to be delivered and risk of loss shall pass to Buyer at such time as the product is loaded onto a transportation carrier vehicle. Buyer shall pay, and be exclusively liable for, all costs of shipping, delivery, and any related insurance. All claims by Buyer for damage, loss, or delays in transit shall be made by Buyer against the carrier, and VM shall have no responsibility or obligations with respect to any such damage, loss, or delay. If Valco arranges transportation for Buyer, such arrangements shall be at Buyer's sole risk and expense, and transfer of title and risk of loss as specified above shall not be affected. Buyer shall pay any increase in transportation costs that are charged to Valco subsequent to its invoice to Buyer, including any fuel surcharges.
Buyer shall inspect goods immediately upon delivery and shall notify VM in writing of any claims for damage, defects, or shortage within ten (10) days after receipt of the goods. Failure to do so will relieve VM of liability for any such claims, and the goods shall be deemed to be accepted by Buyer. If Buyer rightfully rejects any non-conforming tender of goods within the time provided herein, Buyer shall return the goods to VM, at VM's expense, within twenty-four (24) hours after rejection.
VM shall not be liable for any damages, loss, or penalty as a result of any delays in manufacturing or delivery of goods.