Customer Terms of Sale

These Customer Terms of Sale ("Terms") apply to products and related procurement services offered or sold by Velasquez Ventures LLC ("Velasquez Ventures," "VV," "we," "us," or "our") through quotations, accepted purchase orders, order acknowledgments, invoices, our website, or other approved sales channels. These Terms are intended primarily for customers acquiring goods or services for business, commercial, institutional, professional, governmental, or resale purposes and not primarily for personal, family, or household use.

The applicable VV quote, these Terms, and any separate written agreement expressly incorporated into or signed in connection with the transaction form the agreement governing that transaction. If those documents conflict, the following order of precedence applies unless a separately signed agreement expressly states otherwise: (1) a separate written agreement signed by VV and the customer; (2) specific commercial terms expressly stated in the applicable VV quote or written order acceptance; and (3) the incorporated version of these Terms. VV expressly objects to and rejects additional or different terms contained in a customer purchase order, procurement portal, acknowledgment, or other customer document unless VV expressly agrees to those terms in a signed record. VV acceptance is expressly limited to the VV quote, written order acceptance, and incorporated Terms. Administrative processing of a customer document does not, by itself, constitute assent to additional or conflicting terms.

Unless the quotation expressly provides otherwise or applicable law gives it a different effect, a VV quotation invites the customer to submit an order for VV's separate review and acceptance. A Valid Through date identifies the period for submitting an order on the quoted basis; it is not, by itself, a promise to reserve inventory or hold an offer irrevocably open. Before acceptance, a quotation may be revised or withdrawn subject to applicable law. A signed assurance that an offer will be held open will be honored to the extent required by law whether or not it is labeled a Firm Offer.

A customer purchase order, electronic approval, payment authorization, or other request to proceed does not by itself constitute VV final acceptance of an order. Unless VV expressly agrees otherwise in a signed record, a binding sales contract is formed only when VV issues a written or electronic order acceptance that identifies the accepted transaction. Before accepting an order, VV may verify product availability, supplier pricing, quantity, unit of measure, freight, taxes, payment status, delivery information, manufacturer or supplier restrictions, compliance requirements, and other material transaction details. Where the parties elect to transact electronically, electronic records and electronic signatures may be used to the extent permitted by applicable law. VV may retain the quote version, Terms version and hash, acceptance method, timestamp, customer identity or representative, and other evidence reasonably necessary to establish what was accepted and by whom.

A public website submission is an unreviewed inquiry. A quote request is not an issued quote; an order or proceed request is not an accepted order. A confirmation receipt indicates that a request was stored for review; it does not itself form a sales contract. It does not approve customer demand, authorize a supplier purchase, reserve inventory, or establish that an item is ready to order. Nothing in this section overrides a contract that applicable law recognizes from the parties' actual agreement or conduct.

VV sources products from independent manufacturers, distributors, and suppliers. Product availability, specifications, packaging, labeling, model information, weights, dimensions, manufacturer information, lead times, and supplier pricing may change. Some products may be shipped directly by a manufacturer, distributor, or supplier to the customer. Unless expressly stated, supplier participation in fulfillment does not create a direct contractual relationship between that supplier and the customer. Where an exact specification, manufacturer part number, pack configuration, regulatory attribute, compatibility requirement, or other characteristic is material, the customer should identify that requirement before order acceptance so VV can verify it.

VV will make reasonable efforts to match the customer request to the item expressly quoted. VV will not knowingly substitute a materially different product without customer authorization. If a requested item becomes unavailable, VV may propose an alternative for separate customer review. A proposed alternative does not become part of the transaction until accepted through the applicable quote/order process.

Quoted pricing is based on information available at the time of quotation and remains subject to the quotation and order-acceptance rules above. VV makes reasonable efforts to provide accurate pricing and product information, but typographical, supplier, data-feed, system, and other errors may occur. If a material pricing or product-information error is discovered before final order acceptance, VV may withdraw or revise the affected portion and notify the customer. VV will not knowingly charge a higher product price than the customer approved without customer authorization, except for taxes, freight, or other charges expressly disclosed as separately applicable.

Payment is due according to the terms stated on the applicable quote, order acceptance, or invoice. Unless separate credit terms are expressly approved in writing, VV may require payment before committing an order to a supplier, releasing goods for shipment, making delivery, or incurring material nonrecoverable transaction costs. Credit or net-payment terms require separate written approval and may be modified or suspended prospectively for future orders in accordance with the applicable credit agreement and law.

Unless expressly stated otherwise, quoted prices do not include sales, use, excise, or other applicable taxes. Taxes that VV is required by law to collect will be determined and separately stated at the appropriate stage of the transaction. Applicable tax may also apply to shipping, freight, delivery, handling, or other charges where required by law. Customers claiming resale or another tax exemption must provide valid, properly completed exemption documentation acceptable to VV. VV may require that documentation before processing exempt treatment as a business-control policy. The customer is responsible for the accuracy, completeness, and continuing validity of exemption documentation it provides. Nothing in these Terms transfers or eliminates any tax collection, reporting, or remittance obligation imposed on VV by law.

Unless expressly stated otherwise in the quote, freight, shipping, delivery, and applicable accessorial charges are not included in quoted product prices and may be charged separately. Such charges may include carrier, dimensional or oversize, fuel, limited-access, lift-gate, address-correction, insurance, handling, or other applicable transportation costs. Material charges known before final order acceptance will be disclosed where reasonably practicable. Separately stated freight or delivery is not represented as tax-exempt; tax treatment will be determined under applicable law.

Risk of loss and passage of title will be determined by the delivery terms expressly stated in the applicable quote or order acceptance. If no delivery term is expressly stated, risk of loss and title will pass in accordance with applicable law. Nothing in this section shifts risk to the customer for goods that are materially nonconforming where applicable law places that risk on VV.

Product availability and lead times are based on information available from manufacturers, distributors, carriers, and other suppliers and may change. Unless expressly guaranteed in a signed writing, availability, shipment, and delivery dates are estimates only. VV does not guarantee inventory that it does not own or control. If a quoted product becomes unavailable or materially delayed before order acceptance, VV may provide a revised estimate, propose an alternative for separate approval, remove the affected item, or permit cancellation of the affected item where appropriate.

A quote applies only to the products, quantities, and services expressly listed. Additional items originally requested but not listed are not included unless VV adds them in writing. VV may provide a partial quote when some requested items are unavailable, restricted, require further verification, or cannot otherwise be responsibly quoted. Omission of an item is not an offer, substitution, or representation regarding that item.

Requests to change or cancel an order must be submitted promptly. Cancellation or modification is not guaranteed after an order is accepted, committed to a supplier, accepted by a carrier, or after VV incurs material nonrecoverable costs. If cancellation or modification remains possible, the customer may be responsible for nonrefundable costs actually incurred or imposed because of the request, including supplier cancellation charges, restocking charges, return freight, carrier-intercept charges, or special-order charges, to the extent permitted by law and disclosed where reasonably practicable.

Products may become backordered or ship separately. Unless otherwise agreed, VV may fulfill available items separately and fulfill backordered items when available. If a material delay occurs, the customer may request cancellation of an unshipped backordered item, subject to existing supplier commitments and applicable law. VV will not impose additional freight solely because VV elected to split a shipment unless those additional charges are disclosed and agreed. Where the FTC Mail, Internet, or Telephone Order Merchandise Rule or another mandatory law applies, VV will provide required delay notices, obtain any required consent, and provide required cancellations and refunds. Supplier commitments do not eliminate those obligations.

Customers should inspect delivered goods promptly and notify VV within a reasonable time of visible shortages, shipping damage, incorrect goods, or other apparent nonconformity. Prompt notice is especially important to preserve supplier and carrier claims. After acceptance of goods, the customer should notify VV within a reasonable time after discovering or when it should have discovered an alleged breach or nonconformity. Nothing in this section shortens a notice period or remedy that cannot lawfully be limited.

Returns require prior authorization from VV. Merchandise returned without authorization may be refused. Unless otherwise stated in writing, eligible non-defective merchandise generally must be unopened, unused, complete, in resalable condition, and submitted for return authorization within 30 days after delivery. Approved non-defective returns may be subject to the supplier's actual restocking charge and VV's reasonable handling costs, with the combined restocking/handling charge not exceeding 15% of the affected product price unless a different charge was specifically disclosed and agreed before order acceptance. Return shipping may also apply. Original shipping and handling charges are generally nonrefundable unless otherwise required by law or agreed in writing.

Special-order, custom, bulk, closeout, overstock, opened, configured, or otherwise designated nonreturnable products may not be eligible for cancellation or return after VV commits to the supplier. VV will specifically disclose known special-order, noncancellable or nonreturnable conditions and obtain the customer's agreement before order acceptance. An undisclosed supplier restriction does not become an additional customer obligation merely because VV later receives it. These restrictions do not eliminate rights or remedies that cannot lawfully be waived.

If a product arrives damaged, defective, materially nonconforming, or different from what was ordered, the customer should notify VV promptly and provide reasonably requested supporting information. Depending on the product and circumstances, available remedies may include replacement, repair, manufacturer warranty service, credit, refund, or another remedy required by applicable law. Nothing in these Terms excludes remedies that law requires VV to provide.

Products may be covered by warranties offered by their manufacturers. Unless VV expressly provides a separate written warranty, VV does not create, expand, or modify a manufacturer warranty. Warranty terms, durations, exclusions, registration requirements, and available remedies vary by manufacturer and product. Customers should retain relevant product documentation and proof of purchase.

Customers are responsible for reviewing and following applicable manufacturer instructions, specifications, warnings, installation requirements, compatibility information, operating instructions, and safety guidance. Products must be used lawfully and consistently with applicable manufacturer instructions and safety requirements. VV supplies products and related procurement services under these Terms; it does not provide medical, engineering, legal or regulatory advice, or safety certification. Any future professional service requires a separate agreement, Daniel's express authorization, and all qualifications and legal authority required for that service. A signed document alone does not provide professional authority. Nothing in these Terms shifts responsibility to a customer where law places responsibility elsewhere.

Unless expressly agreed in writing, products quoted or sold by VV are not represented as authorized for resale through any particular third-party marketplace, platform, or restricted distribution channel. Customers purchasing products for resale, redistribution, commercial integration, or regulated activities are responsible for determining whether their intended use complies with applicable laws, licensing requirements, manufacturer restrictions, intellectual-property requirements, minimum advertised price policies, authorized-reseller programs, marketplace rules, and channel-specific requirements. VV will not knowingly represent marketplace or channel authorization unless separately verified and expressly stated in writing. The ability to purchase a product from a supplier does not by itself establish authorization to resell that product through Amazon, Walmart Marketplace, eBay, or another third-party platform.

VV retains rights in its own branding, website content, quote templates, graphics, written materials, and other content created or owned by VV. Product names, trademarks, logos, manufacturer part numbers, images, specifications, manuals, and third-party materials remain the property of their respective owners. Such content may be used by VV for legitimate product identification, quotation, fulfillment, or related commercial purposes to the extent authorized or permitted by law. Product descriptions or factual affirmations that become part of the basis of a bargain may carry legal consequences. Accordingly, customer-facing descriptions should be evidence-backed and deliberately approved. References to third-party brands do not imply sponsorship, endorsement, agency, partnership, or affiliation unless expressly stated.

VV is not responsible for delay or failure to perform to the extent caused by circumstances outside its reasonable control, including natural disasters, severe weather, fire, flood, war, civil unrest, government action, epidemics or public-health emergencies, labor disruptions, supplier or manufacturer interruptions, product shortages, transportation or carrier failures, utility or telecommunications outages, or cyber incidents not caused by VV's failure to use reasonable safeguards. If such an event materially affects a transaction, VV may reasonably adjust estimated performance timing, suspend performance, propose an approved alternative, or cancel the affected portion, subject to applicable law and existing commitments. This section does not excuse payment obligations already due or limit non-waivable rights.

Personal information is handled under the applicable Velasquez Ventures LLC Privacy Policy. These Terms do not replace that policy. VV may use customer and transaction information as reasonably necessary to prepare quotes, process orders, communicate with customers, coordinate fulfillment and delivery, maintain records, prevent fraud or misuse, comply with legal obligations, and operate the business. Customers should not send full payment-card numbers, passwords, or other highly sensitive credentials through ordinary email or quote-response channels.

Providing a privacy notice or acknowledging it is separate from agreeing to purchase, accepting these Terms, or consenting to marketing. None of those actions is inferred merely from viewing this website or submitting an inquiry.

If the parties agree by context or conduct to transact electronically, electronic records and electronic signatures may be used to the extent permitted by applicable law. For electronic quote acceptance, VV may require an affirmative acceptance action accompanied by a representation substantially equivalent to: "I represent that I am authorized to accept this quote on behalf of the customer and agree to the quoted terms and incorporated Customer Terms of Sale." VV may retain the quote ID, quote version, Terms version and hash, accepting user or representative, timestamp, acceptance method, and related authentication or audit evidence. Nothing in these Terms authorizes acceptance by a person who lacks authority to bind the customer.

Submitting a general contact, quote-request, or order-request form is not the affirmative quote-acceptance action described in this section.

These Terms and transactions governed by them are governed by the laws of the State of Nebraska, without regard to conflict-of-law principles, except to the extent another jurisdiction's mandatory law applies. Subject to applicable mandatory venue requirements and enforceability under Nebraska law, legal proceedings arising out of or relating to these Terms or a transaction with VV shall be brought in a state or federal court having jurisdiction in Nebraska.

Before filing a lawsuit, the parties are encouraged to make a good-faith effort to resolve the dispute directly. A customer should provide sufficient information describing the transaction, the nature of the dispute, and the requested resolution. Nothing in this provision prevents either party from seeking emergency or injunctive relief, preserving a claim before an applicable limitations period expires, or exercising rights that cannot lawfully be waived. These Terms do not currently impose mandatory arbitration, a class-action waiver, jury-trial waiver, shortened limitations period, or attorney-fee shifting provision.

The applicable quote, written order acceptance, invoice, these Terms, and any separately signed written agreement expressly applicable to the transaction constitute the agreement between VV and the customer regarding that transaction, subject to the order-of-precedence rule above. They supersede prior oral or written discussions, proposals, or understandings concerning the same subject matter, except to the extent a separate signed agreement expressly provides otherwise.

Any amendment, exception or additional term that materially changes the parties' obligations must be agreed by both parties in a signed record, with an authorized VV representative acting for VV, subject to applicable law concerning modification, waiver and required signatures. VV cannot unilaterally change an existing agreement merely by signing a different document.

VV may update these Terms prospectively. Unless required by law or agreed in writing, a later version will not retroactively change the terms governing a transaction previously accepted. Each transaction should remain associated with the exact Terms version and content hash applicable to that transaction.

If any provision is found invalid, illegal, or unenforceable, the remaining provisions remain effective to the fullest extent permitted by law. Where lawful, an invalid provision may be enforced to the maximum lawful extent rather than invalidating the entire agreement.

Failure by either party to enforce a provision on one occasion does not waive the right to enforce that provision or another provision later. A waiver is limited to its scope and does not ordinarily constitute a continuing waiver. This section does not exclude a waiver, reliance consequence or restriction on retraction that applicable law recognizes from a party's conduct.

Transaction notices may be sent using the contact information provided by the customer or stated in the applicable transaction record. Customers are responsible for keeping business contact information reasonably current. Questions regarding quotes, orders, cancellations, returns, warranties, or these Terms may be directed to: Velasquez Ventures LLC, 1749 S 204th Ct, Elkhorn, NE 68022; (531) 721-0298; info@velasquezventuresllc.com; velasquezventuresllc.com.