Privacy Policy and Terms

Welcome to the web site of Vulcan FEG and its affiliates, subsidiaries and divisions including Vulcan, Wolf and Berkel (collectively “Vulcan FEG”). This web site and other Vulcan FEG web sites (collectively, the “Vulcan FEG Web Site” or the “Web Site”) provide general information about Vulcan FEG and its products and services free of charge to users in the United States.

All users of the Vulcan FEG Web Site are subject to the following terms and conditions of use (these “Terms of Use”).

Please read these Terms of Use carefully before accessing or using any part of this Web Site. By accessing or using this Web Site, you agree that you have read, understand and agree to be bound by these Terms of Use, as amended from time to time, as well as the Vulcan FEG Privacy Policy, which is hereby incorporated into these Terms of Use. If you do not wish to agree to these Terms of Use, do not access or use any part of this Web Site.

Vulcan FEG may modify or supplement these Terms of Use at any time without notice by posting the amended terms to this Web Site. Your continued use of the Vulcan FEG Web Site means that you accept and agree to the revised Terms of Use. If you disagree with the Terms of Use (as amended from time to time) or are dissatisfied with this Web Site, your sole and exclusive remedy is to discontinue using this Web Site.

USE OF THE VULCAN FEG WEB SITE

You agree to use the Vulcan FEG Web Site only for lawful purposes:

(a) Specifically you agree not to do any of the following: (1) communicate to Vulcan FEG or upload to or transmit on the Vulcan FEG Web Site any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (2) use the Vulcan FEG Web Site to violate the legal rights (including the rights of publicity and privacy) of others or to violate the laws of any jurisdiction; (3) intercept or attempt to intercept electronic mail not intended for you; (4) misrepresent an affiliation with any person or organization; (5) upload to or transmit on the Vulcan FEG Web Site any advertisements or solicitations of business; (6) restrict or inhibit use of the Vulcan FEG Web Site by others; (7) upload or otherwise transmit files that contain a virus or corrupted data; (8) collect information about others (including e-mail addresses) without their consent; (9) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Vulcan FEG Web Site or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Vulcan FEG Web Site); (10) post “spam,” transmit chain letters or engage in other similar activities; or (11) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Vulcan FEG Web Site, or which, as determined by Vulcan FEG, may harm Vulcan FEG or users of the Vulcan FEG Web Site or expose them to liability.

(b) Any content and/or opinions uploaded, expressed or submitted to a message board, chatroom, online magazine or any other publicly available section of the Vulcan FEG Web Site (including password-protected areas), and all articles and responses to questions, other than the content provided by Vulcan FEG, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of Vulcan FEG. You understand and acknowledge that you are responsible for whatever content you submit, and you, not Vulcan FEG, have full responsibility for such content, including its legality, reliability and appropriateness. By uploading or otherwise transmitting material to Vulcan FEG or to any area of the Vulcan FEG Web Site, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to communicate it to Vulcan FEG and/or post it to the Vulcan FEG Web Site. You grant to Vulcan FEG the right to use all content you upload or otherwise transmit to Vulcan FEG or the Vulcan FEG Web Site in any manner Vulcan FEG chooses, including, but not limited to, copying, displaying, performing or publishing it in any format whatsoever, modifying it, incorporating it into other material or making a derivative work based on it.

(c) Vulcan FEG reserves the right, but does not assume any responsibility, to (1) remove any material posted on the Vulcan FEG Web Site which Vulcan FEG, in its sole discretion, deems inconsistent with the foregoing commitments, including any material Vulcan FEG has been notified, or has reason to believe, constitutes a copyright infringement; and (2) terminate any user’s access to all or part of the Vulcan FEG Web Site. However, Vulcan FEG can neither review all material before it is posted on the Vulcan FEG Web Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, Vulcan FEG assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. Vulcan FEG reserves the right to take any action it deems necessary to protect the personal safety of users of this Web Site and the public; however, Vulcan FEG has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

(d) Vulcan FEG reserves the right to modify, reject or eliminate any information residing on or transmitted to the Vulcan FEG Web Site. Your failure to comply with the provisions of (a) or (b) above may result in the termination of your access to the Vulcan FEG Web Site and may expose you to civil and/or criminal liability.

COPYRIGHT RESTRICTIONS/USE OF CONTENT

The entire contents of this Web Site (including all information, software, text, displays, images and audio) and the design, selection and arrangement thereof, are proprietary to Vulcan FEG or its licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. You are authorized only to use the content on the Vulcan FEG Web Site for personal use or legitimate business purposes related to your role as a current or prospective customer, supplier, or dealer of Vulcan FEG. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit or distribute any of the material on this site without the prior written consent of Vulcan FEG, except to: (a) store copies of such materials temporarily in RAM, (b) store files that are automatically cached by your web browser for display enhancement purposes, and (c) print a reasonable number of pages of the Vulcan FEG Web Site; provided in each case that you do not alter or remove any copyright or other proprietary notices included in such materials. Neither the title nor any intellectual property rights to any information or material in this Web Site are transferred to you, but remain with Vulcan FEG or the applicable owner of such content. Except as expressly authorized by Vulcan FEG in writing, you may not reproduce, sell or exploit for any commercial purposes (a) any part of this Web Site, (b) access to this Web Site or (c) use of this Web Site or of any services or materials available through this Web Site.

TRADEMARKS

The names, logo, product and service names, design marks and slogans of Vulcan FEG are the trademarks, service marks or registered trademarks of Vulcan FEG. All other products or service marks contained herein are used for identification purposes only and may be the trademarks or registered trademarks of their respective owners. The Vulcan FEG name and logo may not be used in any commercial manner without the prior written consent of Vulcan FEG.

DEALINGS WITH DEALERS AND OTHER MERCHANTS

If you choose to correspond, participate in a promotion or engage in transactions with any dealer or other merchant found on or through this Web Site, including, without limitation, any dealer participating in Vulcan FEG’s Preferred Online Dealer program, you acknowledge and agree that Vulcan FEG is not a party to, and will not be responsible for, your interaction with such merchant, including its treatment of your information and the terms and conditions applicable to any transaction between you and the merchant. The terms of your interaction with any merchant are solely between you and such merchant. You agree that Vulcan FEG will have no responsibility or liability for any loss or damage of any kind that you may suffer as the result of any such interaction or the presence of such merchants on this Web Site.

LIABILITY OF VULCAN FEG AND ITS LICENSORS

You assume all responsibility and risk for the use of this Web Site and the Internet. Vulcan FEG does not assume any liability for the materials, information and opinions provided on, or available through, the Vulcan FEG Web Site (the “Site Content”). Any of the Site Content may include technical, accuracy and typographical errors. Vulcan FEG has the right to make changes and updates to the Site Content without prior notice. Neither the Site Content nor any advice or information given by Vulcan FEG or its employees shall create any warranty. Reliance on such advice, information or the Site Content is solely at your own risk. Vulcan FEG disclaims any liability for injury or damages resulting from the use of thereof.

THE VULCAN FEG WEB SITE, THE SITE CONTENT AND THE PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEITHER VULCAN FEG NOR ANY PERSON ASSOCIATED WITH VULCAN FEG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, COMPLETENESS, USEFULNESS OR AVAILABILITY OF THE SITE CONTENT OR THE VULCAN FEG WEB SITE. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER VULCAN FEG NOR ANYONE ASSOCIATED WITH VULCAN FEG WARRANTS OR REPRESENTS THAT THE VULCAN FEG WEB SITE, THE SITE CONTENT OR THE SERVICES PROVIDED ON OR THROUGH THIS WEB SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE VULCAN FEG WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE VULCAN FEG WEB SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. VULCAN FEG DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

Vulcan FEG shall not be liable for any damages of any kind whatsoever arising out of your reliance on the information on this Web Site. Vulcan FEG assumes no responsibility and shall not be liable for any damages resulting from viruses that may affect your computer equipment, software, data or other property on account of your access to, use of, or browsing in this Web Site or any other linked web sites on or in the Internet generally or your downloading of any materials, data, text, images, video or audio from this Web Site or any linked web site or the Internet generally.

IN NO EVENT WILL VULCAN FEG OR ITS LICENSORS OR CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE VULCAN FEG WEB SITE, THE SITE CONTENT, ANY SERVICES PROVIDED ON OR THROUGH THIS WEB SITE OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, LOST DATA, LOSS OF USE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE VULCAN FEG WEB SITE OR THE SITE CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY VULCAN FEG AND WHETHER OR NOT VULCAN FEG HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

INDEMNIFICATION

You agree to indemnify and hold harmless Vulcan FEG and its officers, directors, employees, agents, affiliates, third-party information providers, licensors and others involved in the Vulcan FEG Web Site or the delivery of products, services or information over the Vulcan FEG Web Site, from and against any and all liabilities, expenses, damages and costs, including reasonable attorney’s fees, arising from any violation by you of this Agreement or your use of the Vulcan FEG Web Site or any products, services or information obtained from this Web Site.

PRIVACY; PROTECTION OF PERSONAL INFORMATION

Vulcan FEG’s use of your personal information and your responsibilities in connection with protecting your privacy are described in the Vulcan FEG Privacy Policy, which is incorporated by reference into these Terms of Use.

This Web Site is operated by Vulcan FEG in the United States and any personal information submitted through the Site will result in the collection and processing of such information in the United States. As a result, if you are visiting the Site from a country other than the United States, your personal information will cross an international boundary. The level of protection for your personal information in the United States may not be the same as the level of protection in your country.

COMMENTS AND SUBMISSIONS

Anything that you submit to Vulcan FEG or post on publicly available portions of the Vulcan FEG Web Site is non-confidential for all purposes and will not be held in confidence. Vulcan FEG does not want to receive confidential or proprietary information from any user through its web sites. Should you provide Vulcan FEG or its advertisers or business partners with information, including but not limited to, feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, whether or not such information is provided in response to solicitations on this Web Site, such information shall be deemed to be nonproprietary and non-confidential and shall become the property of Vulcan FEG and you agree that all intellectual property rights therein are transferred to Vulcan FEG. Vulcan FEG assumes no obligation to protect such information from disclosure. The submission of such information to Vulcan FEG shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by Vulcan FEG for any purpose whatsoever and Vulcan FEG shall be free to reproduce, use, display, broadcast, disclose, transmit and distribute the information to others without restriction. Vulcan FEG cannot prevent the “harvesting” of information from this Web Site, and a user may be contacted by Vulcan FEG or unrelated third parties by e-mail or otherwise, within or outside of this Web Site. In addition, while there is no limitation on how a user’s information may be used, we may use your IP address to help diagnose problems with our server and administer this Web Site, or to help identify you and your shopping cart and to gather broad demographic information.

LINKS TO OTHER SITES; REFERENCES TO THIRD PARTIES

The Vulcan FEG Web Site contains links to other web sites on the Internet. Vulcan FEG is not responsible for and does not endorse the content, products, services or privacy practices of any third-party web sites, including, without limitation, sites framed within the Vulcan FEG Web Site or third-party advertisements, and does not make any representations regarding their quality, content or accuracy. Your use of third-party web sites is at your own risk and subject to the terms and conditions of use for such web sites. Further, a reference on the Vulcan FEG Web Site to any products, services, processes, hypertext links to third-parties or other information by trademark, trade name, manufacturer, supplier or otherwise does not necessarily constitute or imply Vulcan FEG's endorsement, sponsorship or recommendation. Product and service information are solely the responsibility of each individual vendor and Vulcan FEG does not make any representations regarding the quality, content or accuracy of such information or provide any warranties as to such vendors’ products, trademarks, trade names or trade dress.

COMPLIANCE

The owner of this Web Site is based in Maryland and Ohio, USA. Vulcan FEG makes no representation that materials in this Web Site are appropriate or available for use in other locations. If you access this Web Site from other locations, you are responsible for complying with local laws.

CONTACT

Please contact us if you become aware of any content that may infringe the copyright of a third party or that you believe to be in violation of these Terms of Use.

GOVERNING LAW; JURISDICTION

The posting of this Web Site on the World Wide Web is a passive activity in itself. Access to this Web Site by persons in any jurisdiction does not imply that Vulcan FEG intends to purposely avail itself of the privilege of conducting activities within such jurisdiction, nor does it imply that Vulcan FEG invokes the benefits and protections of the law of such jurisdiction. This site was developed in the United States of America in accordance with, and shall be governed by, and your browsing in and use of this Web Site shall be deemed acceptance of, the laws of the United States of America. These Terms of Use shall be governed in all respects by and construed in accordance with the laws of the State of Ohio, USA, without regard to its conflicts of law principles. Exclusive jurisdiction over any cause of action arising out of these Terms of Use or your use of the Vulcan FEG Web Site shall be in the state or federal courts located in Cincinnati, Ohio. You agree to submit to the jurisdiction of such courts. Notwithstanding the foregoing, this site may be viewed internationally and may contain references to products or services not available in all countries. References to a particular product or service do not imply that Vulcan FEG intends to make such products and services available in such countries.

Limitations of Use by Visitors from Outside the United States

This Web site is presented by Vulcan FEG from within the United States. Vulcan FEG makes no representation that materials in the Web site are appropriate or available for use in locations outside the United States. Neither the Web site, nor any underlying information or technology may be downloaded or otherwise exported or re-exported into, or to a national or resident of, any country to which the United Sates has embargoed goods (for example, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria) or to anyone on the U. S. Treasury Department’s list of Specially Designated Nations or the U. S. Commerce Department’s Table of Denial Orders. By downloading or using any element of the Web site, you are agreeing to the foregoing and you are certifying that you are not located in, under the control of, or a national or resident of any such country or any such list. In addition, you are responsible for complying with any and all local laws in your jurisdiction which may impact your right to use the Web site.

MISCELLANEOUS

If any part of these Terms of Use is unenforceable, the unenforceable part shall be construed to reflect, as nearly as possible, the original intentions of the parties. The other provisions of these Terms of Use shall remain in full force and effect. Vulcan FEG’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and Vulcan FEG nor any trade practices shall be deemed to modify these Terms of Use.

Appendix C

Vulcan Terms and Conditions for User-Generated Content

Thank you for considering this request! By responding to our request in any affirmative manner, including replying with an indication of consent, direct messaging or otherwise contacting us with an indication of consent, or uploading content to our websites, mobile sites, or social media sites (“Channels”), you are making a Submission (as defined below) to Vulcan and/or its direct and indirect affiliates and subsidiaries (collectively, "Vulcan," "we," or "us") and you are agreeing to these Terms and Conditions.

If your Submission is selected by Vulcan, it may be displayed or appear on the Channels or in other marketing, advertising, or promotions together with your name and other identifying information provided, including without limitation any social media identifier, handle, or profile picture. Vulcan’s privacy policy is located at https://www.vulcanequipment.com/privacy-policy-and-terms.

You hereby grant us a non-exclusive, royalty-free, worldwide, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in whole or in part, with or without your name and other identifying information, including without limitation any social media identifier, handle, profile picture, image, likeness, posts, statements or other information available or provided by you, in any form, media, or technology, whether now known or hereafter developed in connection with the Vulcan marketing, advertising, and promotional activities referred to above.

By making or agreeing to a Submission, you promise the following:

• that you are 18 years or older;
• that if children are depicted in the Submission, you are the parent/guardian with legal responsibility of
• any minors depicted in the Submission;
• that you own or otherwise control the rights to your Submission and any and all elements thereof;
• that you have secured the rights from any and all third parties appearing in such Submission including
• the right to use their names, images or likenesses and any other third party-owned elements as necessary in and as part of your Submission;
• that your Submission does not infringe or violate the rights of any third parties, including, but not limited to, intellectual property rights, copyrights, trademarks, rights of publicity/privacy, patent, trade secrets, or confidentiality obligations; and
• that any Vulcan equipment appearing in your Submission was installed and operated according to the instructions described in the Installation and Operation Manual.

You acknowledge that Vulcan is not responsible for, and has no liability for, any use of all or any part of a Submission. You agree to hold harmless and release Vulcan, along with its respective officers, directors, employees, agents, assignees, licensees and successors, from any and all claims, demands, or causes of action (collectively “claims”) that you or your heirs, representatives, executors, administrators, or any other persons acting on your behalf or on behalf of your estate have or may have, whether now in in the future, relating to the use of your Submission, including without limitation, any claims of defamation, invasion of privacy, rights of publicity or copyright, or any other right you may have.

Vulcan reserves the right, at its sole discretion, to edit any Submission and to choose to include, not include, or remove such Submission from its Channels or in any other materials where the Submission may appear.

Vulcan also reserves the right to modify these Terms and Conditions, with respect to any future Submissions you may make, for any reason and without special notice. You are responsible for regularly reviewing the Terms and Conditions applicable to each Submission so that you will be apprised of any changes.

Vulcan strives to make its website accessible to everyone, including users with disabilities. If you are experiencing difficulty using our website, please email us at [email protected] or call at 800-814-2028 and describe the difficulty or concern. If you would like assistance accessing the goods and services available on the website, please call 800-814-2028 or email us at [email protected], and we would be happy to assist you.

1. Acceptance. Vulcan, a division of ITW Food Equipment Group LLC, or any other division, subsidiary or affiliate of Illinois Tool Works Inc. that references these Terms (including Wolf, a division of ITW Food Equipment Group LLC) is herein referred to as “Vulcan” and the customer purchasing products (“Products”) or services (“Services”) is herein referred to as “Purchaser.” These terms and conditions of sale (“Terms”), any Vulcan quotation, acknowledgment or invoice and all documents incorporated by specific reference herein or therein (“Vulcan Documents” and together with these Terms, the “Agreement”), constitute the complete terms governing the sale of Products and Services. Vulcan HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR IN PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. No site usage agreement or any other click through agreement on a website will have any binding effect whether or not Vulcan clicks on an “ok,” “I accept,” or similar acknowledgment. Commencement of any work by Vulcan or Purchaser's acceptance of delivery of the Products or Services will manifest Purchaser's assent to the Agreement. Additional or different terms applicable to a particular sale may be specified in the body of a Vulcan Document or agreed to in writing by the parties. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized officer of Vulcan; (b) Vulcan Document terms; (c) these Terms.

2. Quotations. Quotations are only valid in writing and for 30 days from the date of the quotation. All quotations are subject to change or withdrawal without prior notice to Purchaser. Quotations are made subject to approval of Purchaser’s credit. Vulcan may refuse orders and has no obligation to supply Products or Services unless Vulcan issues an order acknowledgement or upon the shipment of Products or commencement of Services. 

3. Prices and Payment Terms. Prices are in U.S. Dollars and are subject to change without notice. All orders are accepted subject to Vulcan’s price in effect at time of shipment. Prices do not include any sales, use, value-added or other taxes, import duties, license fees or like charges (“Fees”) related to the sale, importation or use of Products or Services, and Purchaser is responsible for those Fees. If Vulcan is subsequently required to pay any Fees, Purchaser shall fully defend and indemnify Vulcan therefor. Terms of payment are 0.5% 10 days, net 30 days from the date of Vulcan’s invoice, provided that any prepayment discount shall not apply to shipping charges, C.O.D. payment or sigh draft billing. Overdue invoices will incur interest at the rate of 1.5% per month, or at the maximum rate allowable by governing law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a right of set-off. If Purchaser fails to make any payment as required, Purchaser agrees to indemnify Vulcan for all associated costs incurred by Vulcan, including reasonable attorney fees and court costs.

4. Credit Approval. All shipments are subject to approval by Vulcan’s credit department. Vulcan may invoice Purchaser and recover for each shipment as a separate transaction. If, in Vulcan’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then Vulcan may, without prejudice to any of its other remedies: (a) defer or decline to make any shipments except upon receipt of satisfactory security or cash payments in advance; and/or (b) terminate any or all of Purchaser’s purchase orders. 

5. Cancellation or Modification. Vulcan may cancel any purchase order or release thereunder, or terminate any agreement relating to the purchase of Vulcan’s Products or Services upon reasonable prior written notice to Purchaser. Once Vulcan has accepted a purchase order or begun taking actions with respect to a purchase order, Purchaser cannot cancel or modify that purchase order except with Vulcan’s written consent. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits. 

6. Inspection / Non-Conforming Shipments. Purchaser may inspect Products for a period of 5 business days after delivery (“Inspection Period”). Purchaser must notify Vulcan in writing of any Products that do not conform to the specifications applicable to their sale within the Inspection Period and afford Vulcan a reasonable opportunity to inspect such Products and cure any nonconformity. If Purchaser fails to provide Vulcan such written notice within the Inspection Period, Purchaser will be deemed to have accepted the Products. Purchaser may not return any Product without Vulcan’s prior written authorization. Any return authorized by Vulcan must be made in accordance with Vulcan’s return policies. Purchaser will be responsible for all costs associated with returns of Products and will bear the risk of loss, unless Vulcan agrees otherwise in writing or determines that the Products do not conform to the applicable terms of sale. Any variation in quantities shipped over or under those ordered (not to exceed 10%) will constitute compliance with Purchaser’s order, and the stated price per item will continue to apply. 

7. Delivery. Vulcan anticipates use of common carriers for shipment of Products. The carrier, and not Vulcan, will bill for freight rates and other shipping charges. Payments for such charges shall be paid by Purchaser directly to the carrier. All Products will be shipped ExWorks Vulcan’s facility (Incoterms 2010). Shipping dates are approximate and are based upon prompt receipt of all necessary information from Purchaser. Vulcan may ship items in a single or multiple shipments. Title to the Products and risk of loss shall pass to Purchaser upon delivery in accordance with the applicable shipping term. Purchaser assumes all risk and liability for loss and use or misuse by third parties who acquire or use the Products illicitly after delivery. Purchaser must notify Vulcan and the delivering carrier within 5 business days from date of receipt of Products, of any damage or shortage, and afford Vulcan a reasonable opportunity to inspect the Products. Any loss occasioned by damage or shrinkage in transit will be for Purchaser’s account, and claims for such loss must be made solely against the carrier. 

8. Returns at Purchaser’s Option. Products cannot be returned without prior written factory authorization from Vulcan. The restocking charge is 20% plus any costs to recondition the Products. No returns accepted after 90 days from date of invoice. Returns for credit must be freight prepaid. Orders cancelled or changed after production has started are subject to a charge of up to 20%. Any special merchandise built to a buyer’s specifications will be subject to a 50% minimum cancellation charge.

9. Limited Warranty. Vulcan warrants that it will convey its products (the “Product(s)”) free and clear of all liens, security interests and encumbrances created by, through or under Vulcan. Vulcan further warrants that for a period of one (1) year from the date of original installation (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by Vulcan, the Products: (a) will conform to mutually agreed upon written specifications or other descriptions; and (b) will be free from substantial defects in material and workmanship.  Wolf is affiliated with Vulcan and thus Wolf products carry the same warranty.

This warranty is limited to Product(s) sold by Vulcan to the original user in the continental United States (including Alaska), Hawaii and Canada. Dealer shipments of Product(s) outside the United States, Hawaii and Canada are not covered under this warranty agreement.

Original installation must occur within 18 months of the date of manufacture, and written proof of the installation date must be provided to Vulcan. The Product(s) must be located at the original installation location.

In the event of a breach of the warranties set forth above (the “Warranties”), Vulcan will, at Vulcan’s option and as Vulcan’s sole liability and Purchaser’s sole remedy, repair, replace or credit Purchaser’s account for, any Product that fails to conform to the Warranties, provided that (i) during the Warranty Period Vulcan is promptly notified in writing upon discovery of such failure with a detailed explanation of any alleged deficiencies; (ii) Vulcan is given a reasonable opportunity to investigate all claims; (iii) Vulcan’s examination of such Product confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, normal wear and tear, improper installation, unauthorized alteration or repair or improper testing, subjected to harsh chemical action or poor water quality, damaged by flood, fire or other acts of nature, or which have altered or missing serial numbers and (iv) with respect to any repair, Purchaser is responsible for time and travel charges in excess of 50 miles (100 miles round trip) of an authorized service agency. No Products may be returned to Vulcan until inspection and approval by Vulcan.

The Warranty against defects does not apply to: (1) Consumable components or ordinary wear items; (2) Use of the Products with equipment, components or parts not specified or supplied by Vulcan or contemplated under the Product documentation; (3) Periodic maintenance of equipment, including but not limited to lubrication, replacement of worn blades, knives, stones, knobs, accessories and miscellaneous expendable supply items, and other adjustments required due to installation set-up or normal wear, (4) Adjustments such as calibrations, leveling, tightening of fasteners or utility connections normally associated with original installation, (5) Fryer equipment (which is subject to a limited fry tank warranty based on model – see separate warranty statement provided by Vulcan), or (6) Steam equipment supplied with ScaleBlocker® water filtration system (see separate warranty statement). 

Thermostats on ranges must have a calibration attempt made before a replacement will be covered under the foregoing Warranties.

The length of the “Warranty Period” for the following items is modified as follows: (1) Rubber seals, light bulbs and gaskets: 90 days; (2) Heating elements on drawer warmers, chip warmers, cook and hold ovens, and holding and transport cabinets: 10 years; drawer frame assemblies: 3 years; (3) Heating elements on models 1024, 1036 and 1048: 90 days; (4) Refrigeration compressor part: 5 years; and (5) Original Vulcan replacement parts (other than those expressly listed in this paragraph); 90 days from the parts invoice date. The part cost only is covered and does not include freight or labor charges.

EXCEPT AS SET FORTH HEREIN, VULCAN MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE). The Warranties are given only to the first purchaser from a Vulcan Authorized Channel of Distribution, and these Warranties are not given to subsequent transferees. Vulcan does not recommend or authorize the use of any Product in a non-commercial application, including but not limited to residential use, or outside the United States or Canada. The use or installation of any Product in non-commercial applications and/or outside of the United States and Canada renders all warranties, expressed or implied, including the warranties of merchantability and fitness for a particular purpose, null and void, including any responsibility for damage, costs and legal actions resulting from the use or installation of Products in any non-commercial setting or outside the United States and Canada.

10. Service Warranty. Vulcan warrants that (a) it will perform Services in a timely, competent and professional manner and in accordance with industry standards; and (b) the Services shall conform to any mutually agreed upon specifications or statements of work. Purchaser’s sole remedy, and Vulcan’s sole liability, for a breach of the foregoing warranty is for Vulcan, at its option, to re-perform the Services or credit Purchaser’s account for such Services.

11. Limitation of Liability and Remedies. Vulcan WILL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST Vulcan, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON VULCAN’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL VULCAN’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF VULCAN’S PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES AS TO WHICH THE CLAIM IS MADE. 

12. Product Use. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Vulcan’s Products, Vulcan is not responsible for the results or consequences of use, misuse or application of its Products. All physical properties, statements and recommendations are either based on the tests or experience that Vulcan believes to be reliable, but they are not guaranteed.

13. Tooling/Molds/Dies. All material, equipment, facilities and special tooling (including tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment and manufacturing aids and replacements thereof) used in the manufacture of the Products will remain the property of Vulcan. Any material, tooling or equipment furnished to Vulcan by Purchaser will remain the property of Purchaser with title to and right of possession remaining in Purchaser. 

14. Ownership of Intellectual Property. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or intellectual property disclosed or otherwise provided to Purchaser by Vulcan and all rights therein (collectively, “Intellectual Property”) will remain the property of Vulcan and will be kept confidential by Purchaser in accordance with these Terms. Purchaser has no claim to, nor ownership interest in, any Intellectual Property, and such information, in whatever form and any copies thereof, shall be promptly returned to Vulcan upon request from Vulcan. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property, other than the limited right to use Vulcan’s Products or receive the Services purchased from Vulcan. 

15. Use of Trademarks and Trade Names. Purchaser shall not use, directly or indirectly, in whole or in part, Vulcan’s name, or any other trademark or trade name that is now or may hereafter be owned by Vulcan (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by Vulcan in writing. Purchaser hereby acknowledges Vulcan’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks. Purchaser shall be entitled to use the Trademarks only in connection with the promotion or sale of the Authorized Products pursuant to the terms of the Agreement. Purchaser shall reproduce the Trademarks exactly as specified by Vulcan. Purchaser shall not use the Trademarks in combination with any other trademarks or names. Purchaser agrees that it will not register or attempt to register any Trademark or any colorable imitation thereof (including any non-English language variation thereof), or use such Trademarks for any products or for any purposes other than those set forth in the Agreement. Purchaser shall not at any time during or after termination of the Agreement use in its business any other trademark that is similar to or in any way resembles the Trademarks so as to be likely to cause deception or confusion with the Trademarks. Purchaser shall provide reasonable cooperation to Vulcan with respect to any efforts of Vulcan to protect, defend or enforce its rights to the Trademarks. Should Purchaser cease being an authorized customer of Vulcan for any reason, Purchaser shall immediately discontinue any formerly permitted use of Vulcan’s name or the Trademarks.

16. Confidential Information. All information furnished or made available by Vulcan to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without Vulcan’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by Vulcan; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to Vulcan with respect to such information.  

17. Audit. Unless agreed to in writing by an officer of Vulcan, neither Purchaser nor any Purchaser representative, may examine or audit Vulcan’s cost accounts, books or records of any kind or any matter, or any other data that Vulcan, in its sole discretion, considers confidential or proprietary.

18. Infringement and Indemnification. Except as set forth below, Vulcan agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of Vulcan’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies Vulcan written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with Vulcan in the defense and settlement of such Claim; and (c) Purchaser allows Vulcan the right to defend and settle such Claim at Vulcan’s expense If a suit or claim results in any injunction or order that would prevent Vulcan from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of Vulcan, otherwise cause Vulcan to be unable to supply such parts or Products, Vulcan may do one or more of the following: (i) secure an appropriate license to permit Vulcan to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if Vulcan cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in Vulcan’s sole discretion, Vulcan may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, Vulcan shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by Vulcan, or (3) any part or Product or process that is designed or specified by Purchaser.

19. Vulcan Employees. Vulcan sales and service employees do not have the training or authority to make legal representations or enter into any agreements or execute any Purchaser documents affecting legal responsibilities or waiving legal rights, including those regarding the transfer of intellectual property rights or related to privacy laws. Any such representations, agreements or documents will not be binding on Vulcan or such Vulcan employees.

20. Service Terms. The following terms and conditions apply to any on-site Services provided by Vulcan:

     A. Services will be provided at Vulcan’s then current service rates.

     B. Purchaser shall prepare the site for the Services. If the site is not prepared for the Services upon Vulcan service personnel’s arrival at the agreed upon time and date for Services, Vulcan may charge Purchaser for any delay and/or travel time at Vulcan’s regular service rates. 

     C. Purchaser shall provide Vulcan with advance notice of any rules, regulations, statutes and requirements applicable to the Services, including any required permits and licenses, that are applicable to Purchaser’s local jurisdiction.

     D. Vulcan may refuse, without any liability, to provide Services and to allow Vulcan service personnel to suspend Services or vacate any site where, in Vulcan’s opinion, performance of Services would pose a risk to the safety of any person. In such event, Purchaser is responsible for payment of any delay and/or travel time at Vulcan’s regular service rates.

     E. Purchaser is solely liable for all damages or injuries caused or contributed to by Purchaser that may occur on the site, except to the extent damages or injuries are directly caused by the gross negligence or willful misconduct of Vulcan service personnel. 

     F. Purchaser must provide at least 24 hours’ notice of cancellation of any Service order. If Purchaser cancels with less than 24 hours’ notice, Purchaser is responsible for any costs incurred by Vulcan caused by such cancellation.

21. Compliance. Purchaser agrees to comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products and Services, including import/export laws, labor laws and anti-corruption laws.

22. Relationship of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.

23. Force Majeure. Vulcan will not be responsible for failure to perform in a timely manner under the Agreement when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, actions by any governmental agency or authority (whether valid or invalid), blockades, labor disputes (whether of Vulcan’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable Vulcan to perform. 

24. Assignment; Binding Effect. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or Purchaser’s purchase order may be made without Vulcan’s prior written consent. Any attempted assignment will be void. Vulcan may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

25. Waiver. In the event of any default by Purchaser, Vulcan may decline to ship Products or provide Services. If Vulcan elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, Vulcan’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default, or affect Vulcan’s legal remedies.

26. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder.

27. Limitation of Actions/Choice of Law. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the state of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

28. Survival. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products or Services, will remain in effect until fulfilled.

29. Severability. If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect.

30. Integration and Modification. The Agreement constitutes the entire agreement between Vulcan and Purchaser with respect to the Products and Services covered by the Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby. 

Binding Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. By electing to purchase products or services that are made available by dealer or other third party web sites that are linked to from the Vulcan FEG Web Site, you will be sent via a link to the web site of the dealer, merchant, advertiser, or other information or service provider (“Merchant”) that is offering such product or service. The relationship between Vulcan FEG and the Merchant, and the limit of Vulcan FEG’s responsibility for any shopping you may do by linking through this site, are expressed in the Terms and Conditions specified below and the Terms of Use for the Vulcan FEG web site which are incorporated herein by reference, as they may be amended from time to time. Before being linked to a Merchant’s site, you must agree to all of such terms and conditions by clicking on the “I Accept” button. If you do not click on the “I Accept” button, you will not be linked to the Merchant through this site.

Purchases of Products or Services

Vulcan FEG is not a party to any transaction between you and any Merchant or any other party, and is not responsible for any products or services you may elect to purchase or use, except as specified in the Vulcan FEG Warranty, if you are the original end user of a new Vulcan FEG product that is covered by such warranty. All transactions regarding goods or services offered by Merchants, including, but not limited to, the purchase and payment terms for such goods or services, warranties, guarantees, maintenance and delivery, are solely between you and the Merchant and are governed by the terms of the agreement between you and the Merchant. Vulcan FEG is not a party to any transactions between you and a Merchant, and is not liable for any direct or indirect costs or damages arising out of any dispute between you and a Merchant. OTHER THAN THE WARRANTY VULCAN FEG MAKES TO ORIGINAL END USERS OF NEW VULCAN FEG PRODUCTS, NEITHER VULCAN FEG NOR ANY THIRD PARTY PROVIDER, OTHER THAN THE MERCHANT OFFERING SUCH GOODS OR SERVICES, MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE GOODS OR SERVICES OFFERED BY SUCH MERCHANT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR COMPATIBILITY.

The general Terms of Use applicable to the Vulcan FEG Web Site are incorporated herein by reference.