Terms and Conditions
1. Agreement
These vLoop Terms and Conditions of Sale ("Terms") govern exclusively the sale and supply of all products ("Products") by vLoop Enterprise LLC ("vLoop"), a Wisconsin LLC, to the named Buyer. The attached document, including the quote, price confirmation, order acknowledgment, or invoice ("Order"), along with these Terms, constitutes the entire agreement between the parties, superseding all prior or contemporaneous communications, understandings, or agreements (whether verbal or written). These Terms take precedence, and vLoop expressly rejects and is not bound by any added, different, or conflicting terms or conditions, including those from the Buyer's verbal or written communications. Neither the failure of vLoop to object to Buyer's terms and conditions nor the fulfillment of Buyer's order will constitute acceptance of Buyer's terms or modify these Terms.
2. Limited Warranty
Buyer acknowledges and confirms that it has independently assessed the suitability of the Products (and specific applications for the Products) for its intended use, ensuring they meet customer requirements and comply with all relevant laws and regulations, including those related to labeling, health, safety, and environmental compliance. vLoop warrants to Buyer that, for a period of 6 months from the date of shipment, the Products shall: (a) be manufactured according to the mutually agreed specifications outlined in the Order (the "Specifications"); and (b) be of good workmanship, material, and free from defects. Except for the warranty provided in this Section 2, vLoop makes no other warranties regarding the Products, expressly disclaiming any warranty of merchantability or fitness for a particular purpose, whether implied by law, course of dealing, performance, trade usage, or otherwise. Third-Party Products, which may be included with or associated with the Products, are not covered by this warranty. vLoop provides no representations or warranties concerning any Third-Party Products. Products must be stored according to specifications to maintain warranty coverage.
3. Warranty Claims
If any Products do not meet the warranty standards, vLoop shall, at its sole discretion, either: (a) provide replacement of the non-conforming Products at no expense to Buyer; or (b) issue a credit or refund to Buyer for the purchase price of the non-conforming Products. THIS SECTION 3 CONSTITUTES THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY REGARDING PRODUCTS ACQUIRED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL VLOOP'S LIABILITY FOR BREACH OF WARRANTY EXCEED THE PURCHASE PRICE PAID BY THE BUYER FOR THE NON-CONFORMING PRODUCTS. The Buyer agrees to return all non-conforming products to vLoop.
4. Limitation on Damages
VLOOP SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY PARTY CLAIMING THROUGH BUYER: (I) FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING FROM, RELATED TO, OR CONNECTED WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) FORESEEABILITY OF SUCH DAMAGES, (B) WHETHER VLOOP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE; OR (II) ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN AN AMOUNT EXCEEDING THE TOTAL AMOUNTS PAID TO VLOOP PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
5. Governing Law
These Terms and their interpretation, construction, and enforcement shall be governed by the internal laws of the State of Wisconsin, without regard to conflicts of law principles. The Buyer irrevocably and unconditionally: (i) consents to submit to the exclusive jurisdiction of the state and federal courts located in La Crosse County, Wisconsin, for the resolution of any dispute between the parties concerning any Products or these Terms; (ii) agrees not to commence any such proceeding except in such courts; and (iii) waives any objection to the laying of venue of any such proceeding in the state or federal courts located in La Crosse County, Wisconsin.
6. Pricing
All prices quoted in the Order are in U.S. Dollars unless otherwise noted. Product descriptions, specifications, and prices provided are subject to change without prior notice. While we make every effort to accurately represent our products, variations in colors, dimensions, or other attributes may occur.
7. Orders and Payment
All orders placed with vLoop Enterprise LLC are subject to acceptance by us. We reserve the right to refuse or cancel any order at our discretion. Payment is due in full at the time of placing the order unless credit terms have been established and approved by vLoop Enterprise LLC. We prefer payment via credit card; other forms of payment must be discussed with vLoop Enterprise LLC representatives.
8. Over and Under Runs
The parties acknowledge that quoted quantities are subject to a variance of up to 20% over or under the specified amount. In cases where small quantities or specialty processing are involved, higher over or under run percentages may be applicable.
9. Proposition 65 Notification
Proposition 65 requires businesses in California to provide warnings to consumers if their product use could expose them to chemicals known by the State to cause cancer, birth defects, or other reproductive harm. California's list under Proposition 65 includes over 900 such chemicals. Consequently, businesses must issue clear and reasonable warnings to Californians if expected exposure exceeds established thresholds. Notably, a Proposition 65 warning might be necessary for a California-sold product, even if it fully complies with federal packaging and labeling laws. Due to vLoop's inability to determine how Californians will use the Products in all cases, assessing potential exposures requiring warnings is challenging. Therefore, vLoop recommends that Buyers seek guidance from qualified scientific, legal, and regulatory advisors familiar with relevant standards and regulations. Depending on the Products' expected use and potential exposures, a Proposition 65 warning may indeed be necessary. Upon reasonable request, vLoop will promptly provide Buyers with a formal regulatory statement letter regarding specific Product status.
10. Shipping
vLoop Enterprise LLC may arrange product shipment to the address provided by the Customer. The Customer bears responsibility for shipping costs and any applicable taxes, duties, or customs fees, unless otherwise specified.
11. Delivery
Although we strive to meet estimated delivery times, they are provided as estimates only and are not guaranteed. vLoop Enterprise LLC shall not be held liable for any delays or damages resulting from delayed delivery.
12. Returns and Exchanges
Damaged or Defective Products
In case of receiving a damaged or defective product, please notify us within 2 days of receipt. We may require supporting documentation or photographs to process your claim. We reserve the right to repair, replace, or refund the product, at our sole discretion.
Returns
Returns for reasons other than damage or defect may be accepted at our discretion. Returned products must be unused, in their original packaging, and in resalable condition. The Customer is responsible for the shipping costs of returned products, unless otherwise agreed upon.
13. Limitation of Liability
To the fullest extent permitted by law, vLoop Enterprise LLC shall not be held liable for any direct, indirect, incidental, consequential, or punitive damages arising from the purchase, use, or inability to use our products, including but not limited to lost profits, business interruption, or loss of data.
14. Amendments
vLoop Enterprise LLC reserves the right to amend or update these terms and conditions at any time without prior notice. The revised terms and conditions shall become effective from the date of publication on our website.
15. Acceptance
By placing an order with vLoop Enterprise LLC, you acknowledge that you have read, understood, and agreed to these terms and conditions.
Date of last revision: August 15th, 2025.