GT BARS LLC TERMS and CONDITIONS of SALE
NOTICE: Sale of
any Parts and or services identified herein is expressly conditioned on the
Buyer's assent to the terms and conditions contained or referred to herein
(hereinafter “Terms and Conditions”). Any additional or different terms or
conditions proposed by Buyer are expressly objected to and will not be binding
upon Seller unless specifically assented to in writing by Seller's authorized
representative. Any order for, or any statement of intent to purchase
hereunder, or any direction to perform work or any assent to Seller's
performance of work shall constitute assent to these Terms and Conditions.
1. DEFINITIONS: As used in these Terms and Conditions,
“Part(s)” means all equipment, parts, materials, supplies, components, and
other goods that Seller has sold or agreed to sell to Buyer. “Seller” means GT
BARS LLC. and its successors and permitted assigns.
2. APPLICATION: The Parts sold hereunder are intended for
industrial applications only, and shall not be used in connection with any
aviation application.
3. VALIDITY: Unless otherwise specified in writing by
Seller, any quotation by Seller shall expire thirty (30) days from its date and
may be modified or withdrawn by Seller prior to receipt of Buyer’s acceptance. NO SALES TO ANY LOCATION ON THE US DEPARTMENT
OF STATE “PROHIBITED LIST” IS EITHER OFFERED OR CONTEMPLATED.
4. PRICES: Seller reserves the right to correct any obvious
errors in specifications or prices.
5. TAXES: Any taxes which, under any existing or future
law, Seller may be required to pay or collect with respect to the sale,
purchase, delivery, storage, processing, use, consumption or transportation of
any of the goods or services covered shall, if not separately shown, be added
as a separate item to the quoted price and shall be paid by Buyer to Seller on
demand. The foregoing shall not apply to any taxes, the payment or collection
of which by Seller is excused by reason of delivery to Seller of valid tax
exemption certificates.
6. TERMS OF
PAYMENT:
6.1. For Buyers domiciled in the United States, except as
otherwise provided in Seller’s quotation, Buyer shall pay Seller the agreed
purchase price in cash, in U.S Dollars, without right of set-off, in full
within thirty (30) days after shipment.
6.2. For Buyers domiciled outside the United States, except as
otherwise provided in Seller’s quotation, payment shall be made in U.S. Dollars
upon presentation of shipping documents against one or more confirmed
irrevocable letters of credit issued by a U.S. bank acceptable to Seller
(“Letter of Credit”), which Letter of Credit shall (a) be established by Buyer,
at Buyer’s expense (including confirmation charges), (b) be opened thirty (30)
days prior to the earliest scheduled shipment, (c) remain in effect until ninety
(90) days after the latest scheduled shipment and (d) expressly waive all other
defenses to payment. The Letter of Credit shall provide for partial payments
pro rata on partial deliveries and for the payment of any charges for storage,
export shipment, price adjustments, cancellation or termination, and all other
payments due from Buyer against Seller’s invoice and certification of the
charges and grounds for such payment. Buyer will increase the amount(s) and/or
extend the validity period(s) and make appropriate modifications to any Letter
of Credit within thirty (30) days of Seller’s notification that such is
necessary to provide for payments to become due.
6.3. Buyer authorizes Seller to apply toward payment of any moneys
that become due Seller hereunder any sums which may now or hereafter be owed to
Buyer by Seller, or by any subsidiary or affiliated company of Seller.
6.4. In the event this account is not paid according to the terms
set forth in the invoice or statement, Buyer agrees to pay a service charge on
all delinquent amounts more than 10 days past due. This charge will be computed
by applying a periodic rate not to exceed maximum legal rate or 1 1/2 % per
month (18% per annum), whichever is greater, to the previous month's unpaid
balance.
6.5. If in
Seller’s judgment reasonable doubt exists as to Buyer’s financial
responsibility, or if Buyer is past due in payment of any amount owing to
Seller, Seller reserves the right, without liability and without prejudice to
any other remedies, to suspend performance, decline to ship, or stop any
material in transit, until Seller receives payment of all amounts, whether or
not due, owing to Seller, or adequate assurance of such payment.
7. DELIVERY, TITLE TRANSFER, RISK OF LOSS: Seller shall
deliver the Parts to Buyer FCA Loaded Seller’s facility, place of manufacture
or warehouse (Incoterms 2010). Except for those obligations which are
consistent with Incoterms 2010 specifically stated above, Seller shall be
without liability on any claim asserted by Buyer with respect to such delivery.
Partial deliveries will be permitted.
8. WARRANTY:
8.1. Parts are warranted to be free from defects in material and
workmanship which cause the part to be unserviceable under proper and normal
use (a “Defect”) for a period of twelve (12) months from the date of
installation, or eighteen (18) months from the date of shipment to Buyer,
whichever is less (the “Warranty Period”). Seller does not warrant the Parts or
any repaired or replacement Parts (i) against wear and tear including that due
to environment or operation, including excessive operation at peak capability,
frequent starting, type of fuel, detrimental air inlet conditions or erosion,
corrosion or material deposits from fluids or (ii) which have been involved in
an accident. The warranties and remedies set forth herein are further
conditioned upon the proper storage, installation, operation, and maintenance
of the Parts.
8.2. If at any time during the Warranty Period Buyer asserts a
Part covered by this Warranty has a Defect, Buyer shall notify Seller in
writing within thirty (30) days of the Defect becoming apparent to Buyer (but
in no event after 30 days following the last day of the Warranty Period)
specifying the Defect and providing other appropriate details.
8.3. Upon receipt of such notice as described in Section 8.2,
Seller will issue to Buyer a Return Material Authorization (“RMA”). Buyer may
then, and only then, return the Part, prepaid, to Seller for failure analysis.
No returned parts will be accepted by Seller without an RMA.
8.4. If, upon completion of the failure analysis, the Part is
determined to have a Defect as described in Section 8.1, above, Seller will, at
its sole option and expense, repair or replace the Part.
8.5. If Buyer asserts a warranty claim and as a result of the
failure analysis it is established that Seller is not liable for the defects
claimed, the costs of the investigation as well as any other costs and expenses
connected with such claim shall be borne by Buyer and due and payable upon
receipt of the respective invoice.
8.6. The
warranties set forth above are given and accepted in lieu of all other
warranties, express or implied, in law or in fact, including without limitation
any implied warranties of merchantability, fitness for any particular purpose,
warranty of non-infringement, warranties created by any affirmation of fact or
promise or by any description of goods and services and any other warranties
whatsoever contained in or created by applicable law. The remedies of Buyer
shall be limited to those provided herein to the exclusion of any and all other
remedies, including without limitation, incidental or consequential damages.
The total liability of Seller, on all claims of any kind, whether in contract,
warranty, indemnity, tort (including negligence), strict liability, or
otherwise, arising out of use of any Parts shall not exceed the price allocable
to the Parts giving rise to the claim.
9. COMPLIANCE WITH LAWS: Any clause required to be included
in a contract by any applicable law, or by any administrative regulations
having the effect of law, is hereby incorporated herein.
10. CANCELLATION: A contract may be cancelled or modified
only by written agreement between Buyer and Seller, except as otherwise
provided.
11. ASSIGNABILITY-CONTINUITY: Buyer shall not assign this
contract or any right or obligation under this contract without the express
written consent of Seller and any purported assignment shall be void and
ineffective, but the contract shall be binding upon and inure to the benefit of
Buyer’s and Seller’s successors.
12. FORCE MAJEURE: Seller shall not be liable for delay or
failure to perform in whole or part by reason of contingencies beyond Seller’s
control, whether herein specifically enumerated or not, including among others,
act of God, force majeure, war, acts of war, revolution, civil commotion, riot,
acts of public enemies, blockade or embargo, delays of carriers, car shortage,
fire, explosion, breakdown of plant, strike, lockout, labor dispute, casualty
or accident, earthquake, epidemic, flood, cyclone, tornado, hurricane, or other
windstorm, lack or failure of sources of supply of labor, raw materials, power
or supplies, or excessive cost thereof, contingencies interfering with the
production or with customary or usual means of transportation of the goods, or
with the supply of coal or fuel or of any raw material of which said goods are
a product or which may be used in their manufacture, delays of vendors, or,
where material covered hereby is not manufactured by Seller, then lack or
failure of sources of supply of said material, or by reason of any law, order,
proclamation, regulation, ordinance, demand, requisition or requirement of any
other act of any governmental authority, national, state, or local, including
court orders, judgments, or decrees, or any other cause whatsoever, whether
similar or dissimilar to those above enumerated, beyond Seller’s reasonable
control. Quantities so affected may be eliminated by Seller from this contract
without liability.
13. APPLICABLE LAW: The construction, performance and
completion of this contract are governed by the law of the State of Florida. To
the extent that the provisions hereof may vary from the Uniform Commercial Code
of the State of Florida or any other jurisdiction, the provisions hereof shall
govern.
14. ENTIRE
AGREEMENT: The terms set forth herein constitute the sole terms and
conditions of the contract between Buyer and Seller. No other terms,
conditions, or understanding, whether oral or written shall be binding upon
Seller, unless hereafter made in writing and signed by Seller’s authorized
representative.