VALIANT ONLINE STORE TERMS AND CONDITIONS OF SALE Orders Voidable All orders for products placed on this website (“Orders”) are binding on Purchaser upon Purchaser submitting their order on this website. Valiant’s acceptance of Orders may depend on product availability, Purchaser’s credit as evaluated by Valiant in its sole discretion, and other factors. In its sole discretion, Valiant may void any Order before or after acceptance based upon product availability, Purchaser's credit, changes in Purchaser’s credit or ability to make payment as evaluated by Valiant, and other factors. Credit Card Payments Purchaser certifies that all credit card information provided is true and correct. Purchaser further certifies that Purchaser is Cardholder for the credit card used for this purchase. The “Bill To” and “Ship To” names, locations and addresses on the Order may or may not match the Cardholder Name or Credit Card Billing Address, and Purchaser authorizes this credit card charge regardless of the matching of any of those names, locations or addresses. Most products on this website are made-to-order and carry customary lead times which may vary. Cardholder understands those lead times and authorizes this credit card charge to be made immediately upon the date of this authorization, regardless of the shipping date of the products on the Order. Cardholder retains their rights to dispute an authorized credit card charge for products not received, or receipt of products that do not conform to the Order only. Cardholder agrees to inspect all delivered products carefully and notify Valiant of any non-conformance within two business days of delivery of products. Otherwise, two business days after receipt of the products, Purchaser agrees to consider Valiant’s obligations fulfilled, and further agrees not to dispute this authorized credit card charge for any reason. Return of any products delivered in error may be required by Valiant. Limited Warranty and Disclaimer Most products on this website carry a warranty from the manufacturer. Purchaser may request the manufacturer’s warranty information on specific products. Valiant makes no other warranties, express or implied. Valiant does not augment or supplement the manufacturer's warranty or make a separate warranty concerning products ordered on this website. In the event of a warranty claim, Valiant, at its sole option, may assist Purchaser by submitting a claim on behalf of Purchaser. Purchaser agrees that Valiant shall have no responsibility for other manufacturers' warranties or lack thereof. VALIANT MAKES NO IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VALIANT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.
Variations VALIANT SHALL NOT BE RESPONSIBLE FOR COLOR OR PATTERN VARIATIONS DUE TO DYE LOT DISCREPANCIES FROM THE MANUFACTURER. THERE IS NO GUARANTEE OF COLOR DYE LOT MATCH OR PATTERN AVAILABILITY ON REORDERS. Accuracy of Colors Shown The product colors shown may vary from the actual product colors due to limitations of the internet, differences in computer monitors, and other reasons. Purchaser should not rely on the colors shown to make a color decision, nor should Purchaser rely on a verbal description from Valiant personnel to make a color decision. It is up to the Purchaser to request a color swatch before ordering products if Purchaser needs to view the product colors accurately. Valiant is not responsible for the accuracy of colors shown. Product Discontinuations and Accuracy of Pricing Products are sometimes discontinued by the manufacturer without advance notice, and product costs are sometimes changed by the manufacturer without advance notice. Valiant makes efforts to keep the information shown in the online store up-to-date and accurate. If a product is found to be discontinued by the manufacturer during Valiant’s order fulfillment process, Valiant will contact Purchaser promptly to inform them of the discontinuation and provide options for substitute products when possible. Valiant will void the original order when necessary. If a manufacturer price change is discovered during Valiant’s order fulfillment process, Valiant will contact Purchaser promptly to inform them of the price change and provide alternate products as applicable. Purchaser will be given the opportunity to agree to the price change, switch products, or cancel the order without penalty. Valiant has no other responsibilities with regard to product discontinuations or price changes by the manufacturer. Governmental Impositions Fees outside of the control of Valiant and applicable to the products ordered on this website may be imposed by the Government. These fees may include but are not limited to tariffs, taxes, sales taxes, trade fees, CARE program fees, MRC fees, recycling/environmental fees or other governmental impositions, which may be imposed with little or no advance notice. If such fees are imposed by the Government, Valiant may invoice Purchaser for the fees in addition to the price of the products ordered. Purchaser agrees to pay the applicable fees invoiced by Valiant in accordance with these Terms and Conditions of Sale. Order Cancellation Policy Purchaser may not cancel or change any Order without the written approval of Valiant, which may be withheld in Valiant's sole discretion. Purchaser shall pay all costs incurred by Valiant in connection with any approved request for cancellation or change, or in the event of Purchaser’s repudiation of any Order. Orders for custom, made-to-order, or special-order merchandise of any kind cannot be canceled. Return Policy – Defective Products If a product is found to be defective upon Purchaser’s receipt of product, Purchaser must notify Valiant Customer Service at 1-800-247-2727 within 2 business days of Purchaser’s receipt of product. Valiant will provide instructions and a written Return Authorization for return of the product or appropriate product sample for evaluation of the defect. If product is found to be defective by the manufacturer, Valiant will issue an appropriate credit for the value of the defective product after all defective product has been returned, or implement an alternative resolution agreed to by both Purchaser and Valiant. If product is not found to be defective by Manufacturer, no credit or refund will be issued to Purchaser, and the returned product will be returned to Purchaser at Purchaser’s request and upon Purchaser’s payment of applicable shipping costs to Valiant in advance of the return shipment. If Purchaser returns product to Valiant or the manufacturer without prior written Return Authorization from Valiant, whether the product is defective or not, no credit or refund will be issued to Purchaser. Return Policy – All Other Products Written Return Authorization from Valiant is required in advance of returning any product. If Purchaser returns product to Valiant or the manufacturer without prior written Return Authorization from Valiant, whether the product is defective or not, no credit or refund will be issued to Purchaser. All returns are subject to a restocking fee. The restocking fee may range from 20% to 50% as required by the manufacturer and/or by Valiant. Purchaser is responsible for return shipping costs. If the return is authorized by Valiant, and Purchaser returns the product in new condition and in factory-sealed packaging to Valiant or manufacturer as per Valiant’s written Return Authorization, credit will be issued to Purchaser for the returned product, not including shipping costs billed on original shipment to customer, less the restocking fee. This credit amount may be used towards future Valiant purchases only. No cash refunds will be made, and no credits to Purchaser’s credit card will be made. If returned product received by Valiant is not in new condition and in factory-sealed packaging, or has been misrepresented by Purchaser, no credit or refund will be issued to Purchaser, and the returned product will be returned to Purchaser at Purchaser’s request and upon Purchaser’s payment of applicable shipping costs to Valiant in advance of the return shipment. Sales Tax Valiant may be required to collect sales taxes in various States, Cities, Counties and/or other taxing jurisdictions based on requirements of the taxing authority. Purchaser authorizes Valiant to collect the applicable sales taxes on each Order, or to collect no sales taxes in the cases where Valiant is not required to collect sales taxes. Furthermore, Purchaser will owe to Valiant and/or the taxing authority, as directed by Valiant or the taxing authority, any applicable sales taxes or use taxes not collected by Valiant that are later found via audit or review required to be collected by Valiant. Amounts of this nature are due to Valiant within 30 days of notice by Valiant, and are subject to applicable collection charges, interest charges and legal fees if not paid by the due date. Purchaser shall indemnify and hold Valiant harmless against all costs and liability, including legal, attorney and accounting fees, for all state and local sales and use tax applicable to Purchaser's purchases from Valiant to the extent such taxes are not collected by Valiant from Purchaser. Special Orders Purchaser agrees that Orders placed on this website are subject to the following: (1) There shall be no replacements, credits, or adjustments for delivered merchandise with visible defects once the merchandise has been cut, used or installed; (2) Valiant shall not be responsible for verifying quantities ordered by Purchaser; (3) Custom manufactured merchandise may be subject to up to a 10% overrun. Purchaser agrees to pay for any such overrun. Freight Claims and Receiving Shipments Purchaser, and not Valiant, is responsible to assist freight carriers as necessary to unload merchandise onto the ground next to the delivery truck. Purchaser is responsible to provide forklift or other equipment if necessary to unload the merchandise from the truck. Purchaser is responsible for moving the merchandise indoors. Purchaser agrees to pay, in addition to the prices and fees shown on the order, all fees for any additional delivery services Purchaser requests the freight carrier to perform. Valiant shall not be liable for payment of freight claims made by Purchaser, but may file freight claims with the freight carrier on behalf of Purchaser only if: (i) all shortages and visible damage are noted on the delivery receipt signed by Purchaser while driver is present; (ii) those shortages and damages are reported to Valiant immediately; and (iii) any concealed damage is reported to Valiant within two (2) business days after delivery, and all cartons and packing materials are kept on site for inspection by the carrier. Concealed damage claims can only be filed for one-third (1/3) of the value of the merchandise. Compliance, etc Unless otherwise specified, products on this website are NOT specially manufactured to be fire retardant. IT IS THE PURCHASER'S RESPONSIBILITY TO DETERMINE WHEN FIRE RETARDANT PRODUCTS ARE REQUIRED UNDER LOCAL LAW. Valiant may have fire retardant products available for sale, although at higher prices. Purchaser, and not Valiant, shall be responsible for assuring that all products and services purchased from Valiant are in full compliance with applicable building and fire codes, statutes and ordinances, the Americans With Disabilities Act, and all other applicable laws and the requirements of any franchisor or franchise agreement to which Purchaser is subject (“Applicable Laws and Requirements”). Purchaser shall indemnify and hold Valiant harmless against any loss or damage, including legal and attorney fees (whether or not legal action is commenced), as a result of Purchaser's failure to comply with Applicable Laws and Requirements. Binding Arbitration Purchaser agrees that any claim or dispute arising out of or in relation to Orders, or any other controversy between the parties (except claims asserted by Valiant for payment for goods delivered or services performed) shall be fully and finally resolved by binding arbitration conducted under Colorado law, shall be held in Denver, Colorado, and shall be conducted in accordance with the then-most current rules of the American Arbitration Association before a retired Colorado District Court judge, or a retired federal judge of the United States District Court for the District of Colorado. The prevailing party in such arbitration shall be awarded the full cost of its reasonable legal and attorney fees and cost of the arbitration. If Valiant elects to sue for payment for goods delivered or service performed and counterclaims or claims of set off are asserted, those claims shall be arbitrated pursuant to the terms of this paragraph after the completion of the litigation commenced by Valiant. Any questions of fact resolved by litigation commenced by Valiant will be conclusive upon the same factual issues in any subsequent arbitration. Collection, Carrying Charges and Security Agreement If payment is not made when due, Purchaser agrees to pay interest on the unpaid balance of Purchaser's account at the rate of 1.5% per month from the date of the invoice until paid. If Valiant retains legal counsel, whether or not it commences litigation or employs an agent to collect any sums owed by Purchaser to Valiant, Purchaser agrees that Valiant shall be entitled to recover its costs of collection, including fees payable to the collection agency and reasonable legal and attorney fees. Purchaser grants Valiant a purchase money security interest in all goods solf pursuant to an Order and in all other goods sold by Valiant to Purchaser, whether before or after the date of this order, to secure payment of the purchase price, interest, sales tax, freight and other obligations of Purchaser to Valiant arising under this order, or pursuant to any other Orders and transactions between Valiant and Purchaser (the “Obligations”). Purchaser authorizes Valiant to perfect such security interests and to amend, terminate and continue perfection thereof; and grants to Valiant a limited power of attorney to execute, deliver and file all documents necessary to accomplish all such tasks. If any of the Obligations are not paid when due, Valiant shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Risk of Loss Notwithstanding F.O.B. terms, Purchaser bears all risk of shipping and delivery loss. Purchaser also bears the risk of loss to the purchased goods, whether or not title has passed to Purchaser, from the earlier of the date Purchaser is invoiced for the goods or delivery of possession (including delivery to the freight carrier). Force Majeure Notwithstanding anything herein to the contrary, Valiant shall not be considered in default under an Order or any amendment, supplement or change order thereto nor shall it have any liability to Purchaser for any failure to perform if such failure arises out of causes beyond the control of Valiant including, without limitation, acts of God or a public enemy, fire, riots, inability to obtain goods and materials from normal supply sources, flood, natural disasters, epidemics, pandemics, terrorist attacks or acts of war. Miscellaneous An Order shall constitute the entire agreement between the parties concerning the goods or services ordered, supersedes all prior correspondence and purchase orders, and shall be construed and enforced in accordance with the laws of Colorado. The parties agree that Colorado courts of general jurisdiction shall have jurisdiction over any lawsuit commenced by Valiant to collect monies due for goods delivered and services performed. Venue shall be proper in any court of general jurisdiction in Colorado which Valiant chooses. An Order is not assignable by Purchaser without the written consent of Valiant. An Order may be amended only by a written document authenticated by the party against whom enforcement of such modification is sought. The provisions of an Order are severable, and the invalidity or unenforceability of any provision shall not affect the enforceability of the others. 