Terms & Conditions
We at VA, Inc. d/b/a Vincent Associates (“we”, “us” or “Vincent Associates”) value our customers, and we strive to provide 100% customer satisfaction and service. Please read the following ordering information, and feel free to contact us with any questions. If you live or operate in an area local to a Vincent Associates sales representative, we suggest you contact them directly: See our Global Representatives.
Quotations (“Quotations”) may be provided upon request and are valid for 15 days from customer receipt. Contact details must be provided in order to process a Quotation. Please email email@example.com for a Quotation to be provided. All Quotations are subject to these terms and conditions.
These terms and conditions (“Terms”), together with any Quotation, Letter of Agreement, order through our website, purchase order (but only to the extent of date, description of product, sku and quantity ordered, purchaser and shipping address), or confirmation email that we send to you, constitute the entire agreement (the “Agreement”) between the person or entity placing the order (“you” or “customer”) and us regarding the purchase of our products and supersede all prior and contemporaneous undertakings and agreements of the parties, whether written or oral, with respect to the subject matter herein. In the event of any conflict between a Quotation or Letter of Agreement and the Terms, the terms of the Quotation or Letter of Agreement shall prevail. For the purpose of clarity, this Agreement prevails over any customer general terms and conditions of purchase regardless whether or when the customer has submitted its purchase order on such terms. Fulfillment of the customer’s order does not constitute acceptance of any of the customer’s terms and conditions and does not serve to modify or amend this Agreement.
We accept Visa, MasterCard, American Express, and offer NET 30 days for customers who have an open, established account. Interest is due on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law calculated daily and compounded monthly. You will be liable for all costs incurred by us in collecting any late payments (including attorney’s fees). In addition, we will be entitled to suspend delivery of products, if you fail to pay any amounts when due, and that failure continues for ten days after we provide you with written notice.
Until payment in full of the purchase price has been made, Vincent Associates shall have a security interest in the product(s) and the product(s) shall remain personal property. Upon request, customer shall execute and deliver to Vincent Associates security agreements and other documents further evidencing Vincent Associates’ security interest. Customer authorizes Vincent Associates to file a financing statement or statements relating to the product(s) and appoints Vincent Associates as customer’s attorney-in-fact for the limited purpose of executing (without requiring Vincent Associates to do so) documents in customer’s name and performing other acts that Vincent Associates deems appropriate to perfect and continue its security interest and to protect and preserve the product(s). In the event customer defaults in making any payment due Vincent Associates, Vincent Associates, in addition to any other rights or remedies provided by law, shall have the right, with or without legal process, to enter the place where said product(s) are located and to repossess the product(s) in accordance with the Uniform Commercial Code. The security interest granted under this section constitutes a purchase money security interest under the NY Uniform Commercial Code.
Place a Purchase Order
Purchase orders can be submitted via email or fax:
Email: firstname.lastname@example.org or email@example.com
An email will be sent with an estimated shipping date once the purchase order has been processed. Please note that these Terms prevail over any purchase order terms and conditions submitted by you, please see “Our Agreement” above.
Place an Order Online
Browse through our standard products to select and add items to your cart until you have satisfied your order. You can review or edit your cart at any time by clicking “Your Cart” at the top of any page. Once you are satisfied with the items in your cart, you may proceed to checkout as a guest or registered user. Follow the steps through our checkout process where you will be asked to provide your shipping, billing, and payment information. Once your order has been submitted, you will receive a confirmation email with information regarding your order.
All online credit card orders are charged upon placement of order.
Place a Phone Order
Please call 585-385-5930 for an order to be placed over the phone. All credit card orders are charged upon placement of order, collect shipping accounts can be used for orders placed over the phone; handling fees will be included.
Additional Ordering Information
- Standard product lead time is 4 to 6 weeks (product-specific lead times are shown on product pages), subject to availability. Shipping times are estimates only. We are not liable for loss or damage because of delays in the delivery of the products.
- Upon order acknowledgement, an estimated shipping date will be provided via email
- Shipping costs must be prepaid and will be added to your invoice.
- Expedited deliveries may be available for an additional cost – please ask your sales representative for more information and see below.
- All amounts are payable in U.S. dollars
- All amounts listed are exclusive of sales tax
- Except as listed in a Quotation, all products are delivered FOB (Vincent Associates facility, Rochester, New York, U.S.A.)
- Minimum Billing – $100.00.
- Changes in quantity or delivery dates shall incur a $50.00 per schedule adjustment unless otherwise agreed in writing.
- Product prices and shipping costs are subject to change at any time without notice, typographical errors are subject to correction. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes.
Expedited options are available for most products. Expedites are subject to availability and will be approved upon order confirmation.
- 1 week ($150.00)*
- 2 weeks ($100.00)*
The online order expedite options can be found below the product part builder on applicable product pages, if available. Expedited lead times for orders not placed online/over the website are available upon request. All expediting fees are per-unit, and subject to production schedules and product availability. We are not liable for loss or damage for delays of delivery of the products. Credit card payment is required for all expedited orders—shipping costs are not included.
* Business days are Monday through Thursday.
Order Acceptance and Cancellation
You agree that your order is an offer to buy, under these Terms the products listed in your order, whether purchased online, over the phone, pursuant to a purchase order or pursuant to a Quotation or Letter of Agreement. 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 any orders in our sole discretion. When placing an online order, you will receive an initial order confirmation, as well as a follow-up email with an estimated shipping date once the order has been processed. An email will also be sent once an order has shipped, and it will include tracking information along with final invoice. Any specific shipping instructions should be added in the comment section prior to submitting an order. If you have placed an order pursuant to a Quotation, you will receive a written confirmation of your order.
If a credit card order has been cancelled, there will be a 3% cancellation fee. In addition, orders cannot be cancelled more than 24 hours after the order has been placed. Should you need to make changes to your order once it has been submitted, please contact us. A change fee may be applied. Shipping collect is not currently available to be used for online orders.
Shipping and Handling
For online orders, shipping and handling is estimated for each product. Shipping and handling may be updated as set forth on your order acknowledgement. Collect accounts are not currently available to be used for online orders. Shipping and freight charges cannot be refunded after placement of an order. All orders are subject to a handling fee. We may, without liability or penalty, make partial shipments of products. Presently, we use FedEx (Ground option currently unavailable) and UPS, exclusively. We do not offer DHL shipping services.
International shipping is available. All taxes and duties are the responsibility of the customer and calculated prior to placement of order. For an online orders, if your country is not listed in the drop down box when completing the checkout process, please contact us for shipping information to your country. If you live or operate in an area local to a Vincent Associates sales representative, we suggest you contact them directly: See our Global Representatives.
Vincent Associates products are made to order and therefore we generally offer no refunds once an order has been placed after the twenty-four hour cancellation window (see our Order Acceptance and Cancellation Policy above), unless the products do not conform to the order (meaning the product that is shipped is different than what was identified in your order). You acknowledge and agree that ten (10) days after receipt of the product(s) will provide you with a reasonable opportunity to inspect the product(s) for the purpose of determining whether the product(s) conform to the order. Your failure to inspect within such ten (10) day period shall constitute a waiver of your right of inspection and rejection, and such products shall be deemed accepted by you. Notwithstanding the foregoing, we will consider the return of unused equipment, at our sole discretion, if returned within 30 days from the original date of shipment. To return products, whether due to a warranty issues, lack of conformity to the order, or pursuant to our prior approval, you must email firstname.lastname@example.org or email@example.com to obtain authorization and a Return Merchandise Authorization (“RMA“) number before shipping your product. No returns of any type (including due to non-conformity or warranty returns) will be accepted without a RMA number.
You are responsible for all shipping and handling charges on returned items unless the return is because the goods fail to conform to the original order. You bear the risk of loss during shipment. All returns (other than due to warranty claims or non-conformity) are subject to a 30% restocking fee and must be returned within thirty (30) days after shipment. We assume no liability for customer returned products, so please insure the products for delivery back to us.
You acknowledge and agree that we shall retain title to all engineering and production prints, drawings, technical data, and other intellectual property, information and documents that relate to the products sold to you including intellectual property rights in such products comprising or relating to (i) patents; (ii) trademarks; (iii) internet domain names, web addresses, web pages, websites, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, data, data files, and databases and other specifications and documentation; (v) trade secrets; and (vi) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (“Intellectual Property Rights”). You acknowledge and agree that you shall not take any action that interferes with any of our rights in or to our Intellectual Property Rights, including our ownership or exercise thereof, challenge any right, title, or our interest in or to our Intellectual Property Rights, or make any claim or take any action adverse to our ownership of our Intellectual Property Rights. All non-public, confidential or proprietary information of Vincent Associates, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing discounts or rebates, disclosed by the us to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by us in writing. Upon our request, you shall promptly return or destroy all confidential information received from us. We shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain, (b) known to you at the time of disclosure as can be documented in writing, or (c) rightfully obtained by you on a non-confidential basis from a third party without breaching a duty of confidentiality to us.
Limited Product Warranty
All products manufactured by VINCENT ASSOCIATES® are warranted to materially conform to the technical specification set forth for such product as set forth on the Vincent Associates’ website or quotation for 365 days – one year – (WARRANTY PERIOD) from the date of original shipment of the product.
DSS AND ES SERIES CYCLE WARRANTY CRITERION: The DSS10B, DSS20B and DSS25B, are guaranteed for 2,000,000 operations or one year. DSS35B devices are guaranteed for 5,000,000 operations or one year. ES6 devices are guaranteed for 25,000,000 operations or one year. One “operation” is considered one opening and one closure of the shutter. DSS and ES Series shutters (excluding the DSS35B) must be operated with the ED12DSS or VED24 driver. The DSS35B shutter devices must be operated with the VED24 driver. All DSS and ES Series shutters must be operated within the defined environmental, electrical and mechanical specifications as listed on the device’s data sheet. After one year (WARRANTY PERIOD), the cycle warranty is null and void. If returned, the device must be accompanied by a written statement indicating the approximate number of cycles contained on the device, include all parameters to which the shutter was operated and follow the RETURN MATERIAL AUTHORIZATION PROCEDURE as defined below.
Optional Extended Warranty – 1 Year
Purchasing this 1 YEAR OPTIONAL EXTENDED WARRANTY will extend the terms of the STANDARD WARRANTY by an additional 365 days or one additional year from the expiration of the STANDARD WARRANTY. All other terms of the STANDARD WARRANTY will remain the same.
Cycle Operation values for the DSS10B, DSS20B, DSS25B, DSS35B and the ES6B devices will remain at their value as published in the STANDARD WARRANTY, except for a TWO-YEAR period. For example, for the DSS35B, the number of cycles guaranteed would remain at 5,000,000 operations, however, over two years from original date of shipment. Therefore, after the total WARRANTY PERIOD – STANDARD plus OPTIONAL EXTENDED – 1 YEAR – the cycle warranty is null and void. All other terms of the CYCLE WARRANTY would remain as published in the STANDARD WARRANTY.
Optional Extended Warranty – 2 Years
Purchasing this 2 YEAR OPTIONAL EXTENDED WARRANTY will extend the terms of the STANDARD WARRANTY by an additional 730 days or two additional years from the expiration of the STANDARD WARRANTY. All other terms of the STANDARD WARRANTY will remain the same.
Cycle Operation values for the DSS10B, DSS20B, DSS25B, DSS35B and the ES6B devices will remain at their value as published in the STANDARD WARRANTY, except for a THREE-YEAR period. For example, for the DSS35B, the number of cycles guaranteed would remain at 5,000,000 operations, however, over three years from original date of shipment. Therefore, after the total WARRANTY PERIOD – STANDARD plus OPTIONAL EXTENDED – 2 YEARS – the cycle warranty is null and void. All other terms of the CYCLE WARRANTY would remain as published in the STANDARD WARRANTY.
Warranty Terms and Conditions
IN THE EVENT OF ANY BREACH OF THE LIMITED PRODUCT WARRANTY, VINCENT ASSOCIATES’ SOLE OBLIGATION SHALL BE EXCLUSIVELY LIMITED TO, AT THE OPTION OF VINCENT ASSOCIATES, REPAIR OR REPLACEMENT within the WARRANTY PERIOD, OF ANY VINCENT ASSOCIATES’ PRODUCT OR COMPONENT discovered to be defective excepting transportation charges. Burned out or otherwise damaged actuator coils are not covered under this warranty.
EXCEPT FOR THE WARRANTY SET FORTH ABOVE, VINCENT ASSOCIATES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR (B) FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VINCENT ASSOCIATES DOES NOT WARRANT OR GUARANTY THAT BUYER WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE PRODUCTS. ANY ORAL OR WRITTEN STATEMENT, INFORMATION OR ADVICE GIVEN OR MADE BY VINCENT ASSOCIATES OR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR DISTRIBUTORS ABOUT THE PRODUCTS OR THE PERFORMANCE OF THE PRODUCTS: (A) SHALL NOT CONSTITUTE A VINCENT ASSOCIATES REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY; (B) SHALL NOT BE RELIED UPON BY BUYER OR ANY OTHER PERSON; AND (C) IS NOT A PART OF THE WARRANTY.
Any defective product returned to us must follow the RETURN MATERIAL AUTHORIZATION PROCEDURE set forth in the Return Policy (see above). We shall not be liable for a breach of warranty claim unless: (i) you give notice of the defect in writing within 30 days after you discover or should have discovered the defect, (ii) we are given a reasonable opportunity after receiving the notice to examine the products and you return the products to us in accordance with the RETURN MATERIAL AUTHORIZATION PROCEDURE set forth in the Return Policy for the examination to take place at our facility, and (iii) we reasonably verify that the products are defective. We will not be liable for a breach of warranty if (i) you make any further use of the product after giving notice of the warranty claim, (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products, (iii) you alter or repair such products without our prior written consent, or (iv) results vary from specification based due to use with third party equipment. This warranty extends only to the original purchase and is not available to any third party, including any customer assemblies or other products of which the products may become component equipment. THE REMEDIES SET FORTH IN THIS PARAGRAPH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND VINCENT ASSOCIATES’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH.
No Warranty for Third Party Products
Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. Third Party Products are not covered by the warranty in this section. For the avoidance of doubt, VINCENT ASSOCIATES MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY: (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) 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. Third Party Products furnished by us will be repaired or replaced as your sole remedy, but only to the extent provided in and honored by the original manufacturer’s warranty for such Third Party Product.
Products Manufactured to Customer’s Specifications
IF WE HAVE MANUFACTURED THE PRODUCTS TO YOUR SPECIFICATIONS, THE PRODUCTS ARE SOLD “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. If we have manufactured products to your specifications, then you shall indemnify Vincent Associates from, and defend and hold harmless Vincent Associates from, any and all costs, losses, damages, claims, expenses (including court costs and attorneys’ fees) arising out of or relating to any claim (i) that the products infringe upon the proprietary or other rights of any third party (except as may have been caused by a modification by us) and (ii) of loss or damage resulting from the products or the use thereof.
Limitation of Liability
IN NO EVENT SHALL VINCENT ASSOCIATES, ITS AFFILIATES OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY DEFINED AS “MANUFACTURER’S GROUP”) BE LIABLE FOR, AND YOU SHALL DEFEND, INDEMNIFY AND RELEASE MANUFACTURER’S GROUP FROM AND AGAINST, ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (COLLECTIVELY DEFINED AS “CONSEQUENTIAL DAMAGES”), WHETHER FORESEEABLE OR NOT, INCLUDING WITHOUT LIMITATION, THIRD PARTY CHARGES AND COSTS, LOST PROFITS, PRODUCT, PRODUCTION, BUSINESS OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS, BREACH OF CONTRACT, WARRANTY (EXPRESS OR IMPLIED) OR DUTY (STATUTORY OR OTHERWISE) OR STRICT LIABILITY OF MANUFACTURER’S GROUP OR ANY OTHER THEORY OF LEGAL LIABILITY, WHETHER ASSERTED IN CONTRACT, TORT OR OTHER THEORY OF LAW.
IN NO EVENT SHALL MANUFACTURER’S GROUP’S 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 TOTAL OF THE AMOUNTS PAID TO VINCENT ASSOCIATES FOR THE GOODS SOLD HEREUNDER.
The limitation of liability set forth in this paragraph shall not apply to (i) liability resulting from Vincent Associates’ gross negligence or willful misconduct, and (ii) death or bodily injury resulting from Vincent Associates’ acts or omissions.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to conflicts of law principles. With respect to any matters that may be heard before a court of competent jurisdiction, the parties consent to the exclusive jurisdiction and venue of the courts of Monroe County, New York or of any federal court located in the Monroe County, New York. Any action by customer against Vincent Associates for breach of this Agreement or for failure to provide relief under a warranty claim pursuant to this Agreement must be commenced within twelve (12) months from when tender of delivery of the products was made. If the ultimate destination of the products is outside of the United States, the parties agree that Convention on the Contracts for the International Sale of Goods does not apply in any way to this Agreement, but rather the Uniform Commercial Code in effect in the State of New York shall apply.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of customer to make payments to Vincent Associates hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) pandemics or epidemics or governmental regulation resulting therefrom, (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power or transportation facilities; and (j) events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Vincent Associates. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves customer of any of its obligations under this Agreement. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Warranty, Limitation of Liability, Governing Law, Compliance with Law and Miscellaneous. These terms and conditions may not be amended or modified except in a writing that specifically states that it amends these terms and is signed by a duly authorized representative of each party. In case any one or more of the provisions contained in this Agreement shall, for any reason, be declared invalid, illegal or unenforceable, such declarations shall not affect any other provisions of this Agreement, but, shall be interpreted, without such unenforceable provision or portion thereof so as to give effect, in so far as possible, to the original intent of the parties and shall otherwise be enforceable to the fullest extent permitted by law. No dealer, broker, branch manager, agent, employee or representative of Vincent Associates has any power or authority except to take orders for Vincent Associate’s products and to submit the same to Vincent Associates, at Vincent Associate’s factory, for Vincent Associate’s approval and acceptance on the terms herein or rejection.
Compliance with Law
Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Customer shall comply with all export and import laws of all countries involved in the delivery of the products under this Agreement or any resale of the products by the customer, and shall indemnify and hold Vincent Associates harmless from any losses or costs incurred arising out of the failure of customer to abide by such laws and regulations. Customer assumes all responsibility for the shipment of the products requiring any government import clearance. Vincent Associates may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the products.
Terms and Conditions updated July 29, 2021