1. ACKNOWLEDGEMENT: This order constitutes an offer, which to be binding, must be acknowledged properly.

2. PRICE & PAYMENT TERMS: Unless otherwise provided in this Order, the prices agreed upon include all applicable federal, state, and local taxes, all charges for freight and insurance to deliver the Products and Services to the destination specified by Buyer and all charges for boxing, packing, and crating, all of which are Supplier’s responsibility. Payment is due in accordance with any payment schedule agreed to in writing by the parties.

Payment will be calculated from the date that acceptable Products and Services or acceptable invoices have been received by the Buyer, whichever is later. Payments for Products and Services shall not constitute an acceptance thereof. Buyer may deduct or set-off from any amounts due to Supplier, any amount of any reasonable claim Buyer may have against Supplier.

3. SHIPMENT: Buyer reserves the right to cancel this order or any part thereof, if material is not shipped according to deliveries specified or if not specified within a reasonable time.

** Buyer may not accept delivery of material if arrival at Buyer’s location is greater than two weeks prior to our specified due date or arrives after our specified due date.

4. ROUTING: All material shall be forwarded by the route giving the lowest transportation costs or in accordance to special shipping instructions issued with this order.

5. QUALITY: Materials purchased are subject to our approval and inspection at destination. Rejected merchandise will not be paid for and will be held at Supplier’s risk. Transportation cost will be charged to Supplier. All materials under this order are to be shipped F.O.B. final destination.

6. PATENT INFRINGEMENTS: The Supplier agrees to defend any suit brought against Buyer for alleged patent infringement based on goods furnished and to pay any damages finally decreed in such suit provided the Supplier shall have had written notice of such suit and be allowed to defend same.

7. FORCE MAJEURE: Neither party shall be liable for failure or delay in the performance of this Order to the extent caused by circumstances reasonably beyond the control of the party claiming the benefit of this section. Notwithstanding the foregoing, Buyer shall have the absolute right to cancel any order the delivery of which does not occur on or before the due date indicated herein. If the affected party is Supplier, the Supplier will allocate its available supply of Products and Services on such basis that Buyer’s percentage reduction will not be greater than the overall reduction in total quantity of the Products and Services Supplier has availability for supply.

8. CONFIDENTIALITY: Any confidential information including without limitation specifications, drawings, samples, tools, technical information, methods, processes, techniques, research data, marketing and sales information, customer lists, plans, data, written, oral or otherwise (collectively, the “Information”) furnished to Supplier hereunder or in contemplation hereof shall remain Buyer’s property. All copies of such Information in written, graphic or other tangible form shall be immediately returned to Buyer without cost upon its request. The Information shall be kept confidential by Supplier and shall be used only in Supplier’s performance of this Order. No information furnished by Supplier to Buyer shall be considered by Supplier to be confidential or proprietary unless specifically agreed to in writing by Buyer.

9. CHANGES AND ADDITIONS: Buyer reserves the right at any time to change the type, quantity, and place and/or time of delivery of the Products or Services. If any such change causes an increase or decrease in the cost of or the time required for Supplier’s performance, an equitable adjustment may be made in the price and/or delivery schedule and such adjustment must be approved by Buyer. Any claim for adjustment by Supplier shall be deemed waived unless made within ten (10) days after receipt of the change. Nothing contained herein shall relieve Supplier from proceeding without delay to perform any order, as changed.

10. CHANGE IN SUPPLIER’S OWNERSHIP: If for any reason Supplier decides to sell or transfer the manufacturing operation used in the fulfillment of this Agreement to any non-affiliate third-party, Supplier will provide Buyer with at least ninety (90) days prior written notice of its intent to transfer or sell such operation.

11. The Supplier assumes liability for the compliance with existing governmental price regulations if such exist at time of shipment.

12. The Equal Employment Opportunity Clause in Section 202, paragraphs 1 through 7 of Executive Order 11246, as amended, relative to Equal Employment Opportunity and the implementing Rules and Regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference.

13. The Supplier agrees to indemnify and hold harmless Buyer from and against all suits, product claims, demands, judgments, attorney fees and all other claims of whatever nature, arising out of the material purchased under this order.

14. During the term of this Order, Supplier shall, at its sole cost, have in effect and keep in force insurance coverage which is primary and noncontributory as to any insurance maintained by Buyer, with insurance companies maintaining an A.M. Best rating of A- or better. Upon request, Supplier will furnish certificates of insurance to Buyer. Buyer shall be named as an additional insured on all policies, except workers’ compensation and employer’s liabilities policies. All insurance shall also include waiver of subrogation provisions in favor of Buyer. The minimum insurance coverage to be maintained by Supplier shall be as follows: (i) commercial general liability insurance, including products and completed operations, broad form contractual and advertising liability coverage, providing bodily injury and property damage coverage on an occurrence form, affording minimum single limit protection of no less than One Million Dollars ($1,000,000) per occurrence; (ii) commercial automobile liability insurance to cover all owned, non-owned and hired vehicles in the amount of at least One Million Dollars ($1,000,000) per occurrence; (iii) workers’ compensation insurance in accordance with the legal requirements of the state where Supplier conducts its operations as well as employer’s liability insurance in the amount of at least Five Hundred Thousand Dollars ($500,000) per occurrence; (iv) excess or umbrella liability insurance with limits of at least Five Million Dollars ($5,000,000) per occurrence in excess of the liability afforded for general liability, automobile liability, and employer’s liability provided above. All such certificates and policies shall include a provision whereby Buyer will be given thirty (30) days advance notice of the insurer’s intention to cancel or materially alter such policies.

15. NO WAIVER: Failure by either party to require the other party’s performance of any of the terms of this Order, or waiver by either party of any breach of this Order by the other party shall not prevent subsequent enforcement of such term or be deemed a waiver of any subsequent breach thereof.

16. INVOICES: All invoices must be sent to the below email address for payment. Invoices not sent to the below email address may result in delayed payment or non-payment: payables@diamondvogel.com

17. CREDIT MEMOS: Partial credit memos are not accepted. If there is a discrepancy on an invoice that requires a credit memo to resolve, the value of the entire original invoice must be submitted, and a new, corrected invoice submitted for payment.

18. PRICE CHANGES AND PRICE LETTERS: A minimum 30 days’ notice is required for price changes. Price letters are due by the 6th day of the effective month. Mid-month price changes are not accepted. Send price letters to the below email address priceletter@diamondvogel.com

Terms & Conditions for the Online Sale of Goods

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH DIAMOND VOGEL, INC., OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, PRODUCTS BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of products through www.diamondvogel.com (the "Site"). These Terms are subject to change by Diamond Vogel, Inc. (referred to as "us," "we," or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products through this Site (see Section 10).
 

2. Order Acceptance and Cancellation.

You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
 

3. Prices and Payment Terms.

• Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, MasterCard, American Express, JCB, Discover, and Diners Club for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
  
  Any invoices issued are due and payable upon receipt. We may charge a late payment penalty of 1.5% per month on overdue amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any pending orders until all overdue amounts are paid in full.
  

4. Shipments; Delivery; Title and Risk of Loss.

• We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
   
• Title shall pass to you upon payment in full. Risk of loss and damage pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
   

5. Returns and Refunds.

No goods may be returned to us for any reason without our permission. When goods are returned for reasons other than our error in filling your order, you will receive credit in the amount of the billed price of the goods returned, less a handling charge of 10% or more depending on the age of goods returned to us. The goods are to be shipped by you to our warehouse as designated by us. A copy of the invoice must accompany all returns.

You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
 

6. Limited Warranty.

• Since we do not control the application of our products, nor the condition of the surface to which they are applied, a Limited Warranty is provided. If the products do not perform as specified, for whatever reason, our liability will under no circumstances exceed the replacement of the product.
   
• EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a) WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY;  (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.
   

7. Limitation of Liability.

• IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   
• IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS SOLD THROUGH THE SITE.
   

8. Goods Not for Resale or Export.

You represent and warrant that you are buying products from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
 

9. Intellectual Property Use and Ownership. You acknowledge and agree that:

•  Diamond Vogel, Inc. is and will remain the sole and exclusive owner of all intellectual property rights in and to each product made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Site, or of any intellectual property rights relating to those products.
   

10. Privacy.

We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products through the Site.
 

11. Force Majeure.

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
 

12. Governing Law and Jurisdiction.

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Iowa.
 

13. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
 

14. No Waivers.

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Diamond Vogel, Inc.
 

15. No Third-Party Beneficiaries.

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
 

16. Notices.

• To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide, or (ii) posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
• To Us. To give us notice under these Terms, you must contact us as follows: (ii) by personal delivery, overnight courier, or registered or certified mail to: Diamond Vogel, Inc., 1110 Albany Place SE, PO Box 380, Orange City, IA 51041
  
  We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
   

17. Severability.

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18. Entire Agreement.

Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.