Terms and Conditions (“Terms”)

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using  https://vitalcoat.com (“site”, “website”) website operated by NxTech Holdings LLC (“NxTech” “Vital Coat” “us”, “we”, or “our”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Content

Our Service does not allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”) contained on the site.

Our Service may contain links to third-party web sites or services that are not owned or controlled by Vital Coat. Vital Coat has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Vital Coat shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

Changes governing Law

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide notice on the site prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

GOVERNING LAW

The validity, interpretation and performance of this contract shall be governed and construed in accordance with the laws of the State of Florida.

Contact Us

If you have any questions about these Terms, please contact us.

definitions

Authorized Installer is defined as a third-party installer that has been approved by Vital Coat in accordance with its policies and procedures that include a vetting process to ensure that each installer (1) is capable of installing Vital Coat products in a manner comparable to Vital Coat and (2) is licensed and insured. The Authorized Installer is not contracted with Vital Coat and not authorized to make any claims outside of definitions, terms, conditions and information provided directly by Vital Coat. Vital Coat is not responsible for any work performed by any installer authorized or not.

General conditions

General

The information contained on this website and associated documentation including but not limited to the Technical Data Sheet (TDS), Safety Data Sheet, Sales Flyers, Advertising, etc;, (Documents) are furnished without warranty, expressed or implied. The information contained in the document, are believed to be accurate and it is the best information available. Vital Coat assumes no legal responsibility for the use or reliance upon this data and SPECIFICALLY DISCLAIMS ANY DIRECT, INDIRECT, LIABILITY FOR CONSEQUENTIAL, ECONOMIC, OR ANY OTHER DAMGES. Vital Coat makes no guarantees to the accuracy of suitability this information to specific applications. It is the users’ responsibility to verify suitability of this information for their own particular use, and to test this product before use. By receiving and using the products referenced herein, consumer assumes all risk and liability for all use and handling.

PROCESSING AND SHIPPING

We strive to keep all items in stock and ready for processing within 1 to 2 days after receiving an order. However, if an item may go out of stock or become unavailable with or without notice, we will notify you promptly of any backorders that may delay the shipment of your order.

After placing your order, you will receive an email confirmation from Vital Coat Sealers and Coatings confirming your order. Once your order ships out, you will receive a shipment notification through email notifying you that your account has been updated with tracking information. You can access your account through the My Account link on our website.

All orders are shipped via UPS Ground and generally arrive within 3-5 Business days of leaving the warehouse. Shipping charges are calculated at time of checkout and determined by customer address. Other options for shipping may be available such as Free Shipping, or Flat Rate shipping depending upon specials that are offered from time to time. This option will be shown at the time of checkout. Premium or express shipping may be offered from time to time at an additional expense. Orders that require being shipped by Freight require a shipping quote and may require and additional charge. Contact us by phone or by email for complete details.

Freight Policy: Customer must fully inspect all packages before accepting product from carrier. If damage is not immediately reported to carrier and noted on the BOL or shipping notes, Vital Coat will not be responsible for product replacement. Damaged packages must be sent back with carrier at the time of delivery to be replaced. Returns are not accepted for any reason on orders over 20 gallons, special orders, drum orders, or totes. 

SALES TAX DISCLAIMER:
Sales tax will be charged on all orders unless a certificate of exemption is provided.  Buyer agrees to be responsible for and reimburse Vital Coat for any sales tax determined to be due by the applicable governmental authorities.

RETURN POLICY

Only pre-paid shipments or paid in full invoices will be considered or accepted for return. Product must be returned within 30 days of purchase. BUYER agrees that all products returned, other than those returned for non-conformity according to product specifications, are subject to a 20% re-stocking fee.  Opened
materials/products, or materials/products not in their original container will not be accepted for returns. NO RETURNS on all  special orders, Purepoxy orders, direct shipment orders,  including but not limited to Drums, Pallets, and IBC Totes of any size. 

 Return Instructions:

Contact Vital Coat Sealers and Coating via email or by phone to obtain a “Return Goods Authorization” number. A shipping address to return the product will be provided by Vital Coat. No returns are accepted without a RGA#.
Package the product in the original shipping materials, both inner and outer packaging.
Ship the product back to the appropriate address by an authorized carrier (ex. UPS or Fed Ex) along with the RGA#. For your security, please insure the item and retain the receipt. Vital Coat is not responsible for any items damaged or broken during return shipment. Cost of shipping is responsibility of Buyer. Shipments shipped as “Collect” will not be accepted or received. Unless otherwise specified in the “Return Goods Authorization” approval, all return shipment shall be sent to:

Vital Coat – 2172 Arendell Way, Tallahassee, Fl. 32308

Once the product is received back by us and inspected, you will be refunded the full purchase price or allowed to exchange the product. If the product is returned to Vital Coat damaged, used, or not in resalable condition, the product will be held with shipper for disposal and no refund will be issued. Shipping charges to customers are non-refundable for undamaged or repairable items. This applies to all items, including ones where Free Shipping is offered. Restocking charges of 20% will apply.

Any orders that are refused by customer upon delivery (for reasons other than damage/defect), undeliverable, or cancelled after being shipped will be subject to our return policy. Full or partial pallet orders are considered special orders and are not returnable.

Cancellation Policy – Orders that have been processed and shipped cannot be cancelled. If customer requests to cancel a product that has been shipped but not yet received, the customer will be responsible for full payment of invoice and for all shipping charges and fees associated with the original shipping as well as the return shipping charges and fees of the product to Vital Coat.

warranty and guaranty

GENERAL INFORMATION

The information contained in the SDS Sheets, MSDS Sheets, Brochures, Sales Sheets and Technical Data Sheets are furnished without warranty, expressed or implied. The information contained in all document are believed to be accurate and is the best information available. Vital Coat assumes no legal responsibility for the use or reliance upon this data and SPECIFICALLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL DAMAGES. Vital Coat makes no guarantees to the accuracy of suitability this information to specific applications. User shall rely on his or her own information and tests to determine suitability of the product for the intended use and user assumes all risk and liability resulting from his or her use of the product.

PRODUCT SATISFACTION GUARANTEE

Vital Coat expressly guaranties that its supplied/distributed products shall be free from defects and of merchantable quality. Any claim must be made within thirty (30) days from the date of purchase. Retain your receipt and tracking information and contact us after you know the product has been received by us. Purchaser assumes all risk and liability resulting from the handling, use, or storage of the product delivered.

GENERAL PRODUCT 1 YEAR LIMITED WARRANTY

Vital Coat solely and expressly warrants that its Vital Coat Brand products (Excluding VC Pro Brand), shall be free from defects and of merchantable quality. If Vital Coat products fail to produce results consistent with product specifications for the application in question, for a period of 1 year from the date of purchase. Suspected defects in products must be communicated in writing to the manufacturer within ten (10) days after defect is suspected.  Upon confirmation by Vital Coat that said warranted product was in fact defectively manufactured, Vital Coat will replace said defective product in an amount and cost not to exceed the original order. This warranty is limited solely to replacement of the defective product.  Vital Coat shall not be responsible for inferior materials and other products used previously resulting in unsatisfactory surfaces or improper applications to warrant product performance. Vital Coat shall not be responsible for the cost of repair, removal, installation or re-installation of any products or items supplied by third parties. Furthermore, without Vital Coat’s written consent, Vital Coat will not be responsible for, and assumes no liability for the materials or workmanship or any transportation charges, labor costs or other related replacement of defective products including damages of any sort, including remote or consequential damages resulting from any claimed breach of any warranty whether expressed or implied. In addition, no warranty or guarantee is being issued with respect to appearance, color, fading, chalking, staining, shrinkage, peeling, UV damage, excessive temperature exposure, normal wear and tear or improper application by the applicator. Damage caused by abuse, neglect and lack of proper maintenance, acts of nature and / or physical movement of the substrate or structural defects are also the sole responsibility of the user. This warranty shall be void if: (a) the products have not been stored, installed, maintained or applied in accordance with product’s instructions and specifications, recommendations and directions or accepted industrial standards and practices, (b) the products have been subjected to any accident, misapplication, abuse or misuse, (c) a buyer has used, repaired, or modified the products after the discovery of the defect without Vital Coat’s prior written consent to continue use, or (d) a buyer refuses to permit Vital Coat to determine the nature of defect claimed. Vital Coat has not, does not and will not authorize anyone on its behalf to make any written or oral statements which in any way alters Vital Coat’s installation information or instructions in its product literature or on its packaging labels. Any claim must be made within thirty (30) days from the discovery of the product issue. This warranty is not transferable and proof of purchase is required. Only pre-paid shipments or paid in full invoices will be qualified for warranty. 

LIMITED 10 YEAR WARRANTY

Vital Coat solely and expressly warrants that its products marked with 10-year warranty seal, shall be free from defects and of merchantable quality. If the above products fail to produce results consistent with Vital Coat’s specifications for the application in question, for 10 years from the date of purchase, Vital Coat will replace the defective product. Replacement of any product shall be the sole and exclusive remedy available and buyer shall have no claim for incidental or consequential damages. Any claim must be made within thirty (30) days from the discovery of the product issue. This warranty is not transferable and proof of purchase is required. Purchaser assumes all risk and liability resulting from the handling, use, or storage of the product delivered and Vital Coat shall not be responsible for inferior materials and other products used previously resulting in unsatisfactory surfaces or improper applications to warrant product performance. Vital Coat shall not be responsible for the cost of repair, removal, installation or re-installation of any products or items supplied by third parties. Furthermore, without Vital Coat’s written consent, Vital Coat will not be responsible for, and assumes no liability for the materials or workmanship or any transportation charges, labor costs or other related replacement of defective products. This warranty shall be void if: (a) the products have not been stored, installed, maintained or applied in accordance with Vital Coat’s instructions, recommendations and directions or accepted industrial standards and practices, (b) the products have been subjected to any accident, misapplication, abuse or misuse, (c) a buyer has used, repaired, or modified the products after the discovery of the defect without Vital Coat’s prior written consent to continue use, or (d) a buyer refuses to permit Vital Coat to determine the nature of defect claimed. Vital Coat has not, does not and will not authorize anyone on its behalf to make any written or oral statements which in any way alters Vital Coat’s installation information or instructions in its product literature or on its packaging labels. Buyer shall be solely responsible for determining the suitability of Vital Coats’ products for the Buyer’s intended purposes. Vital Coat has not, does not and will not authorize anyone on its behalf to make any written or oral statements which in any way alters Vital Coat’s installation information or instructions in its product literature or on its packaging labels. 

terms of Sale
(members, authorized installers, wholesalers)

1. PURCHASE DOCUMENTS The terms and conditions of this contract shall apply to sales hereunder whether or not expressly referred to in each purchase order, invoice or other document of purchase or delivery issued by Seller or Buyer. Except as otherwise provided in this contract, no condition, understanding, or agreement purporting to modify or vary the terms of this contract shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification shall be affected by the acknowledgement or acceptance of purchase orders, invoices or shipping, instruction or other forms containing terms or conditions at variance with or in addition to those set forth herein. Any provisions contained in Buyer’s purchase orders which are not consistent with these Standard Terms and Conditions are not accepted by Seller. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this document by Buyer. The Buyer’s acceptance of the Products or payment therefore shall be equivalent to the Buyer’s assent to the terms and conditions hereof.
2. SHIPMENTS In the event shipments hereunder are to be made over a period of time, Buyer shall allow for adequate lead time and shall specify by purchase order or otherwise in writing to Seller the quantity, packing and delivery dates desired for deliveries of the product during such period. Seller will endeavor to comply with Buyer’s wishes as so expressed; however, Seller shall not be liable for delay or short shipment caused by reasons beyond Seller’s control and shall not be required to deliver in any month more than the monthly quantity specified, or if none is specified, more than the pro rata amount of the total quantity specified, Seller reserves the right to pack the Product otherwise than is specified by Buyer as aforesaid. Seller records as to the weights, volumes, and quantities of material shipped shall govern except in case of proven error. Terms of Shipping below:
   • •  Our terms of shipping are F.O.B shipping point. The responsibility or damage in transit is the carrier’s whether it is visible or concealed damage. 
     • Inspect your shipment IMMEDIATELY. Insist that visible damage be indicated on the freight bill. 
     • Open your shipment IMMEDIATELY and inspect for concealed damage. 
     • In case of damage, notify the delivering carrier IMMEDIATELY. Request that inspection be made. Make a phone call to the carrier and confirm with a written request. Keep a copy of your request for the claim. 
     • Vital Coat takes every precaution to ensure safe arrival, but our responsibility ceases when the shipment is handed over to the carrier. 
     • Claims for damages must be made by you as soon as possible to the carrier. 
   • Note – Do not return merchandise without return authorization from Vital Coat as stated per General Conditions. Vital Coat is not responsible for return shipping charges. 

1. LIABILITY Upon the earlier of acceptance by Buyer’s carrier or upon delivery to Buyer, Buyer assumes all responsibility and liability for loss and damage to the product or from the result of handling, storage, or use of the Product, whether used singly or in combination with other products. Seller’s liability with respect to the Product and under this contract shall be limited to the purchase price of the product supplied hereunder in respect of which damages are claimed. OTHERWISE, THEN AS SET FORTH IN THIS PARAGRAPH 3, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES FROM ANY SOURCE WHATSOEVER.
2. FORCE MAJEURE Deliveries or acceptance of the Product may be delayed or suspended by Seller or Buyer by circumstances beyond the control of the party affected, including, but not limited to, Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw material, labor, containers or transportation, facilities, governmental laws, regulations, order or action, breakage or failure of machinery or apparatus, national defense requirements or any other event beyond the reasonable control of such party or in the event of labor trouble or shortage, strike, lockout or injunction (whether or not such labor event is within the reasonable control of such party) any of which events prevent the manufacture, shipment, or acceptance of a shipment of the Product or of a material or services upon which the manufacture of the Product is dependent. If, because of any such event, Seller is unable to supply part or total demand for the product, or if Buyer, because of any such event, is unable to accept part or total of quantity contracted for, the affected party shall be exempted to such extent from its obligations hereunder with respect to the particular delivery involved upon giving prompt notice of such event to the other party. The other party shall be likewise exempted from its corresponding obligations, but this contract shall otherwise remain unaffected.
3. ALLOCATION If, due to any of the events specified in Paragraph 4, Seller is unable to supply Buyer’s total demands of Product specified in the contract, Seller may allocate its available supply among its customers and its own requirements on a pro rata basis if practical, but in any event in its sole discretion.
4. TAXES Buyer shall reimburse Seller for all taxes, (excluding income taxes) excises or other charges which Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the Products sold hereunder.
5. BUYER’S CREDIT Seller reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries under it in the event Buyer fails to pay any one shipment when payment is due. Should Buyer’s credit standing become unsatisfactory to Seller, cash payment or satisfactory security may be required by Seller for future deliveries and for goods therefore delivered.
6. NON-PAYMENT In the event that non-payment by buyer within 90-days results in referral to an attorney for collection, buyer shall be liable for all reasonable and necessary fees associated with the collection of the past due amount including all litigation expenses and reasonable attorney’s fees and court costs.
7. WARRANTY SELLER MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS OR OTHERWISE, WHETHER EXPRESS OR IMPLIED OTHER THAN THAT THE PRODUCT SHALL BE OF THE SPECIFICATIONS STATED HEREIN. Buyer agrees to inspect the Product supplied hereunder immediately after delivery and to give notice in writing of any claim within thirty (30) days of purchase. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the product and a waiver of all claims with respect thereto. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller’s prior permission in accordance with the general conditions, and then only in the manner prescribed by Seller. The remedy hereby provided shall be the exclusive and sole remedy of Buyer. Only pre-paid shipments or paid in full invoices will be qualified for warranty. 
8. BINDING EFFECT This contract shall be binding on the successors and assigns of Buyer and Seller, provided, however, that Buyer shall not assign or transfer this contract in whole or in part without the prior written consent of Seller.
9. ENTIRETY OF CONTRACT/WAIVER This contract constitutes the full understanding of the parties, and a complete and exclusive statement of the terms of their agreement. No waiver by either Seller or Buyer in respect of any breach or default or of any right or remedy, and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default or any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound. No suit for any breach shall be brought later than one year from the time the cause of action arises.
10. GOVERNING LAW The validity, interpretation and performance of this contract shall be governed and construed in accordance with the laws of the State of Florida.

payment terms

Unless otherwise specified all payments are due at time of order placement. Members, Dealers, and Wholesalers can receive additional payment terms as approved by Vital Coat in writing. 

Pay By Invoice Option. If Approved by Vital Coat to use Pay By Invoice option, Buyer will be notified in writing. 

Only Members, Authorized Installers, Wholesalers, or Customers with approved credentials and are registered members on this site are able to use PAY BY INVOICE option.  To request pre-approval and to become authorized member, send company information and contacts to info@vitalcoat.com.

Pay by Invoice customers are subject to a $1000.00 minimum order amount and may be subject to a minimum 10% deposit on orders over $10,000.00. Terms are determined on an individual basis and determined by credit history, payment history and other factors available and used at Vital Coat’s discretion. the amount of payment terms and credit are determined individually and are given at the sole discretion of NxTech Holdings, LLC. All orders are subject to approval. NxTech shall have the right, at its sole discretion, to modify, change or withdraw credit terms at any time without notice and to request guarantees, security or payment in advance for any order or from any Buyer.

Provide payment in the form agreed by the posted due date. All late payments are subject to a 5% fee. Make checks payable to NxTech Holdings LLC and Send to:

NXTECH

2656 BANTRY BAY DRIVE

TALLAHASSEE, FLORIDA. 32309

Shingle Shield Installation Warranty

Standard Limited Warranty for Authorized Installers

General

Vital Coat Shingle Shield Roof Sealer acts as a protective barrier against harsh weather conditions, extreme temperatures, mold, and mildew. An application of Shingle Shield will help reduce the degradation of shingles which extend the life of the shingle. An application of Shingle Shield is NOT intended to be used as a repair product and does not repair active leaking roofs.  

5-Year Limited Warranty

• Vital Coat solely and expressly warrants the above specified products properly applied by authorized installers only and in accordance with the Vital Coat Shingle Shield Installation and Care guide, will not 1. delaminate from properly prepared surfaces, 2. peel, chip, or flake from properly prepared surfaces 3. fade or deteriorate from UV light exposure from properly prepared surfaces. This warranty shall be effective for a period of 5 years from date of purchase. This warranty is transferrable. If this product fails to perform as explained above when used according to label instructions within the warranty period, Vital Coat will, upon presentation of inspection report, provide an equivalent or comparable product at a yearly prorated charge F.O.B. factory. See below Prorate Schedule to see Vital Coat % responsibility per year after install date. Such product replacement shall constitute the sole and exclusive remedy for any claim under this warranty. THIS 5 YEAR WARRANTY DOES NOT INCLUDE THE COST OF: LABOR, INSTALLATION MATERIALS FOR APPLICATION, APPLICATION REMOVAL OR REAPPLICATION OF SEALER, ROOF OR SUBSTRATE REPLACEMENT. 

Prorate Schedule % per Year

• 0-1 Year – 100%
• 1-2 Years – 80%
• 2-3 Years – 50%
• 3-4 Years – 30%
• 4-5 Years – 10%

This warranty does not cover:

Improper installation including over application

Installations without performing a satisfactory and compatibility test area. 

Pre-Existing conditions

Ordinary wear and tear

Cracks or leaking cracks that develop after the application that are a result of the substrate and/or substrate movement, deterioration or damage caused by building shifts

Any item which might be expected to damage the product including but not limited to: abuse, negligence, falling objects, fire, hurricane, earthquake, tornado or other natural disaster.

Damage caused by abusive conditions, or accidents, including, but not limited to, pressure washing and chemical cleaners.

Any color or shade variations, different markings, holes, pits, inclusions, veining, density, and any element inherent to the natural substrate.

Misuse of product or workmanship not in accordance with manufacturer’s instructions, Use and Care Guide, applicable industry standards and building codes.

Cost of labor for application, removal or reapplication of sealer, installation materials, or substrate replacement

Substrate/structural failure resulting in the delamination of the Vital Coat product(s).

Acceptance of delivery of our product through this website or any other sales channel, means that you have accepted the terms of this warranty whether or not purchase orders or other documents state terms that vary from this warranty. No representative is authorized to make any representation or warranty, written or oral, or assume any other liability on our behalf with any sales of our products. Before using, read the Safety Data Sheet and follow the precautions to prevent bodily harm.

Any and all disputes or claims arising out of the use of this product, or relating to the provisions of this warranty, must be arbitrated utilizing services of a neutral dispute resolution service upon which the buyer and Vital Coat agree, or if they cannot agree, utilizing the services of American Arbitration Association.

All communication pertaining to the claims will be handled through Vital Coat, the manufacturer. The performance of repairs under this warranty will not toll the running of the warranty period.

These Warranties and the remedies provided hereunder are exclusive and given in lieu of all other warranties (whether written, oral, implied, or statutory). There are no other warranties, either expressed or implied, including, but not limited to, warranties of merchantability, and fitness for a particular purpose that extend beyond the described herein. The owner’s sole exclusive remedy against Vital Coat including claims based upon its negligence or strict liability, shall be limited solely to the costs of sufficient replacement materials, no labor, installation materials, or substrates.

Vital Coat shall have no liability for any damage to other components or contents of the application, not for any consequential or incidental damages including, but not limited to, lost profits, sales or revenues, loss of use of application, cost of capital, cost of a substitute building, facilities or services, downtime cost or claims of tenants of the building for such damages or personal injury.

This warranty is made and entered into the State of Florida and shall in all respects be interpreted, enforced, and governed under the laws of said state.

Authorized Installer must register the warranty information @ www. https://vitalcoat.com/warranty-registration/ . Authorized Installer shall notify Vital Coat, in writing, within 30 days of the discovery of the alleged defect or claim by email or by US Postal Service. Mail written claim to the following address: Vital Coat, 2656 Bantry Bay Drive, Tallahassee, Florida. 32309