Terms and Conditions
1. Acceptance Delivery of this order acknowledgment to Buyer constitutes an acceptance of Buyer’s purchase order, subject to the express understanding that the agreement between the parties is made only on the terms and conditions as stated herein, and any additional or different terms proposed by Buyer are rejected unless expressly agreed to in writing by Geredco Ltd. (“Seller”)
2. Cancellation Buyer may cancel this order after Seller’s acceptance only with Seller’s prior written consent. The Seller will assess cancellation fees and advise the Buyer of said fees.
3. Prices Unless otherwise stated herein, the prices do not include sales, use, excise or other taxes or customer duties, costs of nonstandard packaging or insurance. Buyer shall pay such taxes and costs directly or reimburse Seller.
4. Shipment Unless otherwise expressly stated herein, the equipment shall be shipped f.o.b.: Seller’s plant or shipping point. Title and risk of loss shall pass to Buyer upon delivery to the carrier. Unless otherwise stated by Buyer before the date of shipment, Seller may select any reasonable method of shipment.
5. Delay; Force Majeure Delivery dates are approximate, and Seller shall have no liability to Buyer for Seller’s delay or default in delivery due to strikes, secondary boycotts, riots, wars, accidents, fires, floods, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, any shortages or causes beyond Seller’s reasonable control. Under no circumstances shall Seller have any liability for penalties or other consequential damages of any kind resulting in whole or in part from Seller’s delay in delivering or failure to deliver any products to Buyer as agreed.
6. Payment Unless otherwise stated on the front side, payment terms shall be net 30 days. Late payments shall be subject to an interest charge of the lower of 1 ½% per month of the highest interest rate permissible by law, plus collection and attorney’s fees. Buyer shall make no set-off or deduction without Seller’s written consent.
7. Warranties Seller warrants that equipment manufactured by it is free of defects in materials, workmanship, and design. THIS WARRANTY IS EXCLUSIVE, and of glassed products shall be in effect for the earlier of 12 months from date of installation, or 18 months from date of shipment. Other product warranties vary, per item purchased. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. Seller’s warranty of equipment manufactured by others is limited to any warranties which Seller can enforce against the manufacturer. In the event equipment supplied by Seller fails to meet the foregoing express warranty, Seller’s sole liability shall be, at its option to repair or replace, f.o.b. its factory, the defective or nonconforming part or parts, or refund the purchase price thereof. Buyer must notify Seller in writing of any claim under the above warranty within 20 days of discovery, specifying the defect or nonconformance within the terms of the above warranty. Seller will then have a reasonable period thereafter to inspect the alleged defective equipment and to conduct, at its expense, any tests reasonably necessary in its opinion, and to specify and supply at Seller’s expense replacements or additions to the equipment. Buyer will make any modifications and installations of additional or replacement equipment at Buyer’s expense in accordance with Seller’s instructions and will remove and return any equipment being replaced, at Buyer’s expense, freight prepaid, to Seller.
8. Liability The remedies set forth in these terms and conditions are exclusive, and Seller’s liability under this contract shall in no event extend to indirect, punitive, incidental or consequential damages Buyer may suffer or incur in connection with the contract, including, but not limited to loss of profits, damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or loss of goodwill. Seller’s liability under this contract under any theory of law shall in no event exceed the purchase price of the goods in question. Liability for accidents or mishaps at a customer’s plant site from neglect, housekeeping, or mistakes will not be dismissed or waived by Geredco’’ employees upon entry into the plant site.
9. Patents Seller warrants that the use of the equipment purchased hereunder will not infringe valid U.S. patent, except in the event Buyer’s design shall cause such infringement; and provided Seller is notified promptly in writing of such claim of infringement. Seller does not warrant against infringement caused by the use of equipment in combination with other material or equipment.
10. Returns No order may be cancelled nor any equipment to Seller without Seller’s express written consent.
11. Assignment Without the express written consent of the other party, neither party may assign any of its rights or obligations in connection with the sale of the equipment, except that Seller may assign to a third party its right to payment for the equipment or its obligations to provide services in connection with the limited warranty hereunder.
12. Export This order is subject to Seller’s ability to obtain export licenses and other necessary papers within a reasonable period. Buyer will furnish all Consular and Custom declarations and will accept and bear responsibility for penalties resulting from errors or omissions thereon. Buyer shall not re-export the equipment if the re-export would violate United States export laws.
13. Equal Opportunity Employer
14. Special Tools Seller shall retain title to all special tooling patterns, dies, jigs, fixtures, and designs used in connection with manufacturing or repairing the equipment.
15. Laws, Regulations and Safety Compliance with safety and health laws and regulations relating to the use of the equipment is the sole responsibility of Buyer, and unless otherwise stated on the front, Seller makes no representations with respect thereto.
16. Proprietary Information Seller claims proprietary rights to the design and technical information relating to the equipment, Buyer agrees not to use or disclose to third parties such design or information without Seller’s prior written consent, and will return all copies of documents containing Seller’s proprietary information when no longer needed for use of the equipment.
17. Changes, Modification, Waiver Change in specifications or drawings may be made with the prior written consent of Seller. Seller’s waiver of Buyer’s default under any term or condition shall not constitute waiver of any future defaults.
18. Notice Any notice to be provided to Seller hereunder must be in writing and transmitted by U.S. First Class Mail, or by facsimile with copy by U.S. First Class Mail addressed to: Geredco Ltd. 1480 Enterprise Parkway Twinsburg, OH 44087 Attn: Ed Hojdar Facsimile: 330-425-7587
19. Governing Law This contract between Seller and Buyer shall be governed by the laws of the State of Ohio. Buyer and Seller consent to the jurisdiction of the courts of the State of Ohio, with venue in Cuyahoga County and any litigation involving the contract shall be commenced only in the Cuyahoga County Supreme Court, State of Ohio.
20. Entire Agreement This contract and the terms and conditions contained herein constitute the entire agreement between the parties with respect to its subject matter, and any prior or contemporaneous communications or agreements other than any pre-existing blanket sales agreement are hereby superseded. The contract may not be terminated or modified by any party unless in writing, signed by both Seller and Buyer.
Updated 2-6-2020