TERMS & CONDITIONS OF SALE

LAST UPDATED: May 2022

By purchasing products from Veris Industries, LLC. (referred to as, “Veris,” “us,” “we,” and “our”), whether through our website www.veris.com (the “Website”) or otherwise (e.g., placing an order via telephone, facsimile, mail, or electronic transmission), you, on behalf of yourself and any entity you represent, if applicable (referred to as “you” or “Purchaser”), acknowledge that (1) all of the following terms and conditions (“Sales Terms”) apply to every purchase; (2) these Sales Terms supersede any conflicting terms in any other purchase order, acknowledgement, agreement, or document, unless you and Veris have negotiated a separate master sales agreement that has been signed by both Veris and Purchaser; (3) these Sales Terms form a legally-binding agreement between you and Veris; and (4) if acting on behalf of an entity, you must have, and you represent and warrant that you have, full authority to bind your entity to these Sales Terms.
Please read these Sales Terms carefully.

EFFECTIVENESS OF SALE & DELIVERY

Title transfers to Purchaser upon delivery to carrier. Purchaser bears all risk and transportation costs in accordance with INCOTERMS 2010, EXW. Packaging will be designed by Veris with the intent of protecting the product during shipment. Delivery dates are estimated only. In no event will Veris be liable for any damages of any kind, direct or indirect, in the event of delay of delivery.

CANCELLATION POLICY

Orders confirmed and acknowledged by Veris may not be canceled or changed or deliveries deferred by Purchaser except with Veris’s prior written consent, and then only upon such terms as shall be acceptable to Veris.Order changes by Purchaser must be made in writing or verified in writing before Veris can complete processing of the order.If any order is cancelled, in whole or in part, by Purchaser such cancellation shall only be of effect upon Purchaser’s written notice to Veris and upon payment of reasonable and proper cancellation charges based on the price of the cancelled order and reimbursement of all direct costs and expenses associated with the order caused by such cancellation and shall include a reasonable profit. Special order or custom non-stock item cancellation charges shall include, but not be limited to; price of product already shipped (plus freight charges), finished goods, cost for work-in-progress, vendor items Veris cannot return (plus vendor cancellation charges), and other demonstrated costs relevant to the order.

LIMITED WARRANTY FOR MOST PRODUCTS

Subject to the conditions and restrictions described below, Veris warrants to Purchaser that any product sold by Veris, except for products described in “Products Sold Without Warranty” below, shall be free from material defects in design, materials, or manufacturing for the period shown on the current datasheet for that product or, if the current datasheet does not specify a warranty period, for a warranty period of 5 years, in each case beginning from the delivery date; provided, however, that the warranty shall not extend to ordinary wear and tear, or to normally replaceable components (e.g., batteries and humidity sensor elements).
During the warranty period, Veris may at our sole discretion, repair, replace, or refund the purchase price (less depreciation) of any product deemed by us to have a defect, with no charge to Purchaser for any warranty repair or replacement. Purchaser will pay costs of shipping related to repair and replacement of any defective product. This warranty is purchaser’s exclusive remedy for all claims against Veris.
This warranty shall remain in full force and effect for the warranty period, provided that all of the product: (1) was installed, operated, and maintained properly, under normal use conditions, and in accordance with the product instructions; (2) has not been abused or misused; and (3) has not been repaired, altered, or modified outside of Veris’ authorized facilities. This warranty shall become null and void in the event any of the foregoing conditions is not satisfied. This warranty provides specific legal rights that may be varied by local laws.
Veris is providing this warranty in lieu of all other express or implied warranties, including any warranty of merchantability or fitness for a particular purpose. There are no other warranties or representations, statutory or otherwise, express or implied, or arising by usage or trade, or otherwise, except the limited warranties set forth herein or in the documentation or data sheet for a product.
To the extent of any inconsistency between the terms of this limited warranty and any special, extended, or optional warranty or service program purchased with the product (e.g., the optional warranty periods available for the CWVS series products), the terms of such special, extended, or optional warranty or service program will control.

PRODUCTS SOLD WITHOUT WARRANTY

All products that are marked “as is,” “with all faults,” no warranty,” or with similar language are sold with no representations, warranties, or indemnities of any kind, statutory or otherwise, express or implied, or arising by trade. Without limiting the generality of the foregoing, such products are sold without any warranty of merchantability, fitness for a particular purpose, or non-infringement.

LIMITATIONS OF LIABILITY

Veris shall not be liable for any consequential, incidental, indirect, exemplary, special, punitive, or multiple damages arising in any way from the website or the products, even if Veris has been advised of the possibility of such damages. Veris’ total liability for all claims shall be limited to the price paid for its product. The limitation of Veris' liability is applicable to any and all claims or theories of recovery asserted by purchaser, including, without limitation, breach of contract, breach of warranty, expressed or implied, strict liability in tort or negligence, or in the event that you claim, allege, or otherwise assert that any loss or damage is attributable to the negligence of Veris.

RETURNS

Valid returns are accepted with a Returned Material Authorization (RMA) number assigned by Veris. To request an RMA, please contact Purchaser Service at 1-800-354-8556 toll-free in the USA and Canada, or +1 503-598-4564. All returns and warranty claims must be delivered to Veris, attention Purchaser service with the assigned RMA number visible on the package. Returned product must be new, unused product and must be of current manufacture and (except evaluation orders) can only be returned to stock subject to a 15% restocking charge for 0-90 days from original shipment and a 30% restocking charge for 91-180 days from original shipment. Products returned for credit must be in saleable condition. If the product has been modified, damaged, or installed, or is otherwise not in saleable condition, the product is not returnable. Products that have been customized in any way for Purchaser’s specifications (including those having electrical modifications or private labeling) and products that are marked “FINAL SALE,” “NOT RETURNABLE,” or with a similar statement may only be returned for warranty service (if such products have a warranty).

PAYMENT

Unless different payment terms are agreed to in a written instrument executed by both Veris and Purchaser, payment terms for all purchases are 2%-10/NET 30 days for delivery to the US or Canada, net 30 days to all other destinations. OneSource Rewards points cannot be applied to open invoices, or to any shipping costs. Purchaser agrees to pay finance charges of 18% per annum on any past due amount. Purchaser further agrees to pay any court costs, collections fees or attorney fees if legal action must be taken on any unpaid balance.

INFRINGEMENT INDEMNITY

Veris shall defend Purchaser from any suit or proceeding brought against Purchaser to the extent it is based on a claim that a Veris product infringes any USA copyright, trademark or patent. This obligation shall be effective only if Purchaser has made all payments then due hereunder and if Veris is notified promptly in writing and given authority, information, and assistance at Veris’ expense for the defense of the same. In the event the use of such product by Purchaser is enjoined in such a suit, Veris shall, at its expense, and at its sole option, either (a) procure for the Purchaser the right to continue using such product (b) modify such product to render it non-infringing (c) replace such product with non-infringing product, or (d) refund the purchase price (less depreciation) and the transportation and installation costs of such product. Veris will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Veris for patent, trademark, copyright or other intellectual property infringement or misappropriation. In no event shall Veris be liable for, and Purchaser agrees to defend, indemnify, and hold Veris harmless from, any third party claim of infringement, misappropriation, or other violation of a third party intellectual property right to the extent such claims is based on the use of a Veris product for a purpose other than that for which it was sold by Veris or contrary to the written instructions or other documentation for such product, or arises from specifications furnished to Veris by or on behalf of Purchaser, or arises from any modification to the product made by or on behalf of Purchaser.

OWNERSHIP OF INTELLECTUAL PROPERTY

As between Purchaser and Veris, Veris is the sole and exclusive owner of all rights associated with works of authorship, including but not limited to copyrights and moral rights; trademark, trade name, and similar rights; know-how and trade secret rights; patents, designs, algorithms, and other industrial property rights; and all other intellectual and industrial property rights of any kind and nature throughout the world, whether or not registered (collectively, “IP Rights”) in or related to the products, the product specifications, any documentation related to the products, and this Website and its contents.
Unless otherwise agreed in a separately negotiated written agreement signed by both Veris and Purchaser, Veris is and shall be the sole and exclusive owner of all IP Rights in or related to any new Veris products or services, improvements or modifications to existing Veris products or services, packaging, designs, know-how, documentation, works of authorship, inventions, or developments that are developed by Veris, whether solely or in collaboration with Purchaser, using feedback or specifications provided by Purchaser or in response to discussions between Veris and Purchaser (collectively, “New Developments”). Purchaser’s contributions to any such New Developments shall be conclusively deemed a “work made for hire” within the meaning of all applicable copyright laws. To the extent any New Developments are not a work made for hire, Purchaser agrees to assign (or cause to be assigned) and hereby assigns to Veris, to the fullest extent permitted by law, all New Developments and IP Rights associated therewith. Upon Veris’ request, Purchaser shall execute all documents necessary to perfect Veris’ or its designee’s right, title and interest in and to the New Developments and associated IP Rights. Purchaser hereby irrevocably designates and appoints Veris and its duly authorized officers and agents as Purchaser's agent and attorney in fact, to act for and on Purchaser’s behalf to execute and file any applications and to do all other lawfully permitted acts to further the prosecution and issuance of IP Rights or other analogous protection related to the New Developments with the same legal force and effect as if executed by Purchaser if at any time Veris is unable, after reasonable effort, to secure Purchaser's signature on any such applications or other documents, for any reason whatsoever.

ONESOURCE REWARDS LOYALTY PROGRAM

If you are enrolled in our Onesource Rewards program and have an adequate point balance, you may be able to apply your points towards the purchase of products. Certain restrictions and limitations apply. For more information, please contact our Sales Department at 800-354-8556 or 503-598-4564.

PRODUCT APPLICATION LIMITATION

Veris products are not designed for life or safety applications. Veris products are not intended for use in critical applications such as nuclear facilities, human implantable devices, life support or safety. Veris is not liable, in whole or in part, for any claims or damages arising from such uses.

PRODUCT IMPROVEMENTS

Veris strongly believes in continuous improvement. We reserve the right to change specifications, pricing, and product offerings without notice. Where possible, we will substitute products with equivalent functionality when necessary.

MODIFICATION

We reserve the right to revise these Sales Terms at any time. We will post any new or revised Sales Terms here, and you should review these Sales Terms before you place a product order. You can determine if these Sales Terms have been revised since your last product order by referring to the effective date or last updated date at the top of these Sales Terms. The Sales Terms in effect at the time of your product order shall apply to such order.

GOVERNING LAW AND DISPUTE RESOLUTION

The prevailing party in any action related to the Veris products or subject matter hereof, including without limitation any action brought to enforce or declare a breach of these Sales Terms or any purchase order, shall be entitled to recover, in addition to any other amounts awarded, its reasonable costs and expenses, including attorneys’ fees (including costs and fees incurred at trial or an appeal), incurred thereby. These Sales Terms and the transactions contemplated hereby shall be governed by Oregon law, excluding its principles of conflict of law. Any dispute arising out of or related to these Sales Terms, the Products, the Website, or the transactions contemplate hereunder shall be brought in the state or federal courts sitting in Multnomah County, Oregon, USA. The parties waive any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have personal jurisdiction over it and consents to service of process in any manner authorized by Oregon law.

FORCE MAJEURE

Veris is not liable for any failure or delay in performance or delivery resulting from acts of God or other circumstances beyond its control (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, unavailability of materials, or interruption or failure of electricity or telephone or Internet service.

ETHICS

Each party shall comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of that party. Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party. In the event Purchaser has concerns related to ethics, compliance, or Veris’ Trust Charter (Code of Conduct), and/or any potential violations of these policies, Purchaser is welcome to make use of Veris’ Trust Line. The Trust Line is Veris’ global helpline for external stakeholders. It is a confidential channel through which Purchasers can ask questions and raise concerns. Reports can be made using the link: https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html.

CYBERSECURITY

Purchaser’s Obligations for Its Systems: Purchaser is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect its computer network, systems, machines, and data (collectively, “Systems”), including those Systems on which it runs the products or services provided by Veris, against Cyber Threats. “Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Purchaser’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Purchaser’s Systems, including any data, including through malware, hacking, or similar attacks.
Without limiting the foregoing, Purchaser shall at a minimum: (a) have qualified and experienced personnel with appropriate expertise in cybersecurity maintain Purchaser’s Security Program, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to Purchaser’s Systems or Purchaser’s industry; (b) promptly update or patch its Systems or implement other appropriate measures based on any reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly disclosed on Veris’ security notification webpage at https://www.se.com/ww/en/work/support/cybersecurity/security-notifications.jsp or otherwise provided to Purchaser; (c) regularly monitor its Systems for possible Cyber Threats; (d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other cybersecurity testing on its Systems; and (e) meet the recommendations of Veris’ Recommended Cybersecurity Best Practices, available at https://www.se.com/us/en/download/document/7EN52-0390/, as may be updated by Veris from time to time, and then-current industry standards.
Purchaser’s Use of Veris products services: Veris may release Updates and Patches for its products and services from time to time. Purchaser shall promptly install any Updates and Patches for such products or services as soon as they are available in accordance with Veris’ installation instructions and using the latest version of the products, where applicable. An "Update" means any software that contains a correction of errors in a product, software, or service and/or minor enhancements or improvements for a product, software, or service, but does not contain significant new features. A “Patch” is an Update that fixes a vulnerability in a product, software, or service. Purchaser understands that failing to promptly and properly install Updates or Patches for the products, software, or services may result in the products, software, or services or Purchaser’s Systems becoming vulnerable to certain Cyber Threats or result in impaired functionality, and Veris shall not be liable or responsible for any losses or damages that may result.
Identification of Cyber Threats: If Purchaser identifies or otherwise becomes aware of any vulnerabilities or other Cyber Threats relating to the products, software, or services for which Veris has not released a Patch, Purchaser shall promptly notify Veris of such vulnerability or other Cyber Threat(s) via the Veris’ Report a Vulnerability page (https://www.se.com/ww/en/work/support/cybersecurity/report-a-vulnerability.jsp#Customers) and further provide Veris with any reasonably requested information relating to such vulnerability (collectively, “Feedback”). Veris shall have a non-exclusive, perpetual and irrevocable right to use, display, reproduce, modify, and distribute the Feedback (including any confidential information or 900512MSA 07/15/2021 intellectual property contained therein) in whole or part, including to analyze and fix the vulnerability, to create Patches or Updates for its customers, and to otherwise modify its products, software, or services, in any manner without restrictions, and without any obligation of attribution or compensation to Purchaser; provided, however, Veris shall not publicly disclose Purchaser’s name in connection with such use or the Feedback (unless Purchaser consents otherwise). By submitting Feedback, Purchaser represents and warrants to Veris that Purchaser has all necessary rights in and to such Feedback and all information it contains, including to grant the rights to Veris described herein, and that such Feedback does not infringe any proprietary or other rights of third parties or contain any unlawful information.

EXPORT CONTROL

Purchaser acknowledges and agrees that the products and services provided by Veris are subject to U.S., EU and other export control laws, and remain subject to such controls following delivery, and may not exported, re-exported or transferred (in-country) to any other territory, end-use or end-user except as authorized by U.S, EU laws and regulations, in addition to the export control laws of any other applicable jurisdiction.
Purchaser represents, warrants, and covenants that it shall not directly or indirectly take any action to engage in or facilitate the export, re-export or transfer (in-country) of these items, any part thereof, or to the extent applicable any direct product thereof, without the required authorization under U.S., EU and other applicable laws to any of the following:

1. any territory subject to Embargoes and Other Special Controls under EU or U.S. Export Administration Regulations (including but not limited to, as of the date of this Acknowledgment, Russia, Belarus, Crimea and other Covered Regions of Ukraine including Donetsk and Luhansk, Cuba, Iran, Syria, and North Korea);
2. any other country or territory to which such export or re-export is restricted or prohibited under EU, U.S. laws and, to the extent applicable, the laws of any other jurisdiction;
3. any individual or entity that is (x) included on any lists of sanctioned individuals or entities maintained by the United Nations, the United Kingdom, the United States, or the European Union, and any other relevant jurisdiction including but not limited to the following lists:the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the Non-SDN Communist Chinese Military-Industrial Complex Companies List and any other lists administered by OFAC, as amended from time to time; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy; and similar lists of restricted parties maintained by other relevant governmental authorities; (y) any person owned or controlled by, or acting on behalf of, any of the foregoing; or (z) any other person who is the target of sanctions and export control restrictions; or,
4. d. any military end-use or military end-user (including army, navy, marine, air force, coast guard, national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support military end uses), any proliferation related end-use, or any other prohibited end-use under EU, U.S. and other applicable export control laws.
   Purchaser represents, warrants, and covenants that it shall maintain reasonable compliance policies, procedures and controls designed to ensure compliance with the laws, regulations and undertakings set forth above, and shall not otherwise undertake any action that violates or would cause the Veris to violate EU, U.S. export control laws or the export control laws of any other applicable jurisdiction.

ENTIRE AGREEMENT

These terms, together with any datasheets or other documents incorporated by reference herein, constitute the complete entire agreement between you and Veris with respect to your purchase of products and the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral with respect to such subject matter; provided, however, that if Purchaser and Veris have separately negotiated a master sales agreement that has been duly executed and delivered by both parties, then these Sales Terms will not supersede the terms of such master sales agreement. Except as otherwise provided herein, to the extent of any inconsistency between these Sales Terms and the datasheet for a product or between these Sales Terms and the terms of any purchase order, these Sales Terms shall control.

SEVERABILITY

Whenever possible, each provision of these Sales Terms and any other terms or documents incorporated herein by reference shall be interpreted in such manner as to be effective and valid under applicable law. If any term or provision is held to be invalid or unenforceable in any situation in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of such term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, Purchaser and Veris agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.In any instance where these terms are found to conflict with the terms of any purchase order, these Terms shall control.