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The
following are the terms and conditions (“Terms and Conditions”) for
the sale of products (“Products”) by Glasgow Products, Inc. (“GPI”)
to GPI’s customers (“Customers").
1.
ORDERS.
Orders will be initiated by Customer issuing a purchase order
(“order”) to GPI. Purchase Orders will identify the Products, unit
quantities, part numbers, descriptions, applicable prices and
requested delivery dates. Orders are subject to GPI’s acceptance and
to these Terms and Conditions. Customer may, without charge, cancel
an order for standard Products provided such order is scheduled for
shipment by GPI more than sixty (60) days after GPI receives written
notice of cancellation from Customer. Customer requests to cancel an
order for standard Products scheduled for shipment by GPI within
sixty (60) days after GPI receives written notice of cancellation
may be accepted by GPI in its sole discretion, which acceptance may
be subject to Customer’s accepting a charge determined in writing by
GPI. Customer requests to reschedule are subject to acceptance by
GPI in its sole discretion. Orders may not be canceled or
rescheduled after delivery by GPI to the carrier. Customer may not
cancel orders for non-standard Products. Non-standard products
include, without limitation, Products which are special orders,
custom orders, orders for non-standard products, products not
customarily in stock, and products identified as “NCNR” or otherwise
non-cancelable and non-returnable. Product specifications and
availability are subject to change without prior notice. GPI
reserves the right to limit quantities.
2.
PRICES.
Orders are billed at the prices (in US dollars) in effect at the
time of shipment. The website reflects the latest pricing
information available at the time of printing. Prices shown in the
catalog are subject to change without notice. If Customer does not
purchase the quantity upon which quantity prices are based, Customer
will pay the non-discounted price for the quantity actually
purchased and/or a cancellation or restocking fee. Prices for any
rescheduled deliveries may be increased by GPI in the event of an
increase in GPI’s prices or costs or causes beyond GPI’s reasonable
control.
3.
TERMS OF PAYMENT. Payment is net thirty (30) days from date of invoice unless
other terms are specified. Orders are subject to credit approval by
GPI, which may in its sole discretion at any time change the terms
of Customer's credit or require advance payment or payment by
official bank check. If GPI reasonably believes that Customer's
ability to make payments is impaired, GPI may cancel any order or
remaining balance thereof, and Customer will remain liable to pay
GPI for Products already shipped. Customer will submit such
financial information as GPI may reasonably require for
determination of credit terms. Checks are accepted subject to
collection and the date of collection will be deemed the date of
payment. Any check received from Customer may be applied by GPI
against any obligation owing by Customer to GPI under this or any
other contract, regardless of any statement appearing on or
referring to such check, without discharging Customer's liability
for any additional amounts owing by Customer to GPI. The acceptance
by GPI of such check will not constitute a waiver of GPI's right to
pursue the collection of any remaining balance. Customer will pay
the entire net amount of each invoice from GPI pursuant to the terms
of such invoice without offset or deduction. Invoices not paid when
due will bear interest to date of payment at the annual rate of
eighteen (18%) percent or such lower rate as may be the maximum
permitted by law. If Customer fails to make payment when due, GPI
may pursue any legal or equitable remedies, in which event GPI will
be entitled to reimbursement for costs of collection and reasonable
attorneys' fees. There is a $25.00 service charge on all returned
checks.
4.
DELIVERY AND TITLE. GPI will make reasonable efforts to initiate shipment and
schedule delivery as close as possible to Customer's requested
delivery date(s). Customer acknowledges that delivery dates provided
by GPI are estimates only and that GPI will not be liable for
failure to deliver on such dates. Selection of the carrier and
delivery route will be made by GPI unless specifically designated by
Customer. All shipments by GPI are F.O.B. point of shipment from
GPI’s facility and the amount of all transportation charges shall be
paid to GPI by the Customer in addition to the purchase price of the
Products. Subject to GPI's right of stoppage in transit, delivery to
a carrier will constitute delivery to Customer, and risk of loss
will thereupon pass to Customer; however, title shall remain in GPI
until payment in full for the Products by Customer. Products
invoiced and held by GPI at Customer’s request will be held at
Customer's risk and expense. Delivery of any installment of Products
within thirty (30) days after the date requested will constitute a
timely delivery. Thereafter, delivery will be timely unless prior to
shipment GPI has received written notice of cancellation valid under
Section 1. Delay in delivery of one installment will not entitle
Customer to cancel any other installment(s).
5. LIMITED WARRANTY AND LIMITATION OF LIABILITIES.
GPI makes no warranty, express or implied, with respect to the
Products. IN PARTICULAR, GPI MAKES NO WARRANTY RESPECTING THE
MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. GPI’s
liability is limited (at GPI’s election) to (1) refund of Customer’s
purchase price for such Products (without interest), (2) repair of
such Products, or (3) replacement of such Products; provided,
however, that such Products must be returned to GPI, along with
acceptable evidence of purchase. Further, no warranty will apply if
the Product has been subject to misuse, neglect, accident or
modification, or has been altered in any way. CUSTOMER SHALL NOT IN
ANY EVENT BE ENTITLED TO, AND GPI SHALL NOT BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR
MANUFACTURING EXPENSES, OVERHEAD, BUSINESS INTERRUPTION COSTS, LOSS
OF DATA, REMOVAL/REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS
OF CUSTOMERS. CUSTOMER’S RECOVERY FROM GPI FOR ANY CLAIM SHALL NOT
EXCEED CUSTOMER’S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF
THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR
OTHERWISE.
6.
DATA ERRORS AND OMISSIONS. GPI makes every effort to ensure the accuracy of the information
published in our brochures and on our Internet site. The documents
and graphics published may contain technical inaccuracies or
typographical errors. GPI makes no representations about the
information and graphics presented. All such documents and graphics
are provided “as-is” without warranty of any kind.
7.
SHIPMENT DAMAGE. Product shipped from GPI’s distribution center is carefully
packed. Claims for loss or damage in transit must be made with the
carrier by Customer. All shipments should be fully unpacked and
inspected immediately upon receipt. It is important to keep the
shipping carton, packing material and parts intact for inspection by
the carrier’s agent. Visible Loss or Damage. Any external evidence
of loss or damage must be noted on the freight bill or carrier’s
receipt and signed by the carrier’s agent. Failure to do this will
result in the carrier refusing to honor the claim. For your
protection our billing includes insurance for damage or loss in
transit. Concealed Loss or Damage. If damage is not discovered until
the shipment is unpacked, make a request for inspection by the
carrier’s agent and file a claim with the carrier.
8.
LIMITATIONS OF USE.
Products are intended for commercial use only. Products sold by GPI
are not recommended or authorized for use in life support, surgical
implantation, aircraft or nuclear applications. GPI’s Customers
using or selling Products for use in life support, surgical
implantation, aircraft or nuclear applications do so at their own
risk, agree that GPI and the manufacturer of the Products are not
liable, in whole or in part, for any claim or damage arising from
such use, and agree to fully indemnify, defend and hold harmless GPI
and the manufacturer of the Products from and against any and all
claims, damages, loss, cost, expense or liability arising out of or
in connection with the use or performance of Products in life
support, surgical implantation, aircraft or nuclear applications.
9.
STATEMENTS AND ADVICE. If statements or advice, technical or otherwise, is offered or
given to Customer, such statements or advice will be deemed to be
given as an accommodation to Customer and without charge and GPI
will have no responsibilities or liabilities whatsoever for the
content or use of such statements or advice.
10.
FORCE MAJEURE.
GPI will not be liable for delays in delivery or for failure to
perform its obligations due to causes beyond its reasonable control,
including, but not limited to, product allocations, material
shortages, labor disputes, transportation delays, unforeseen
circumstances, acts of God, acts or omissions of other parties, acts
or omissions of civil or military authorities, Government
priorities, fire, strikes, floods, severe weather conditions,
computer interruptions, terrorism, epidemics, quarantine
restrictions, riots, or war. GPI’s time for delivery or performance
will be extended by the period of such delay or GPI may, at its
option, cancel any order or remaining part thereof without liability
by giving notice to Customer.
11.
GENERAL.
The Terms and Conditions may not be modified or cancelled without
GPI’s written agreement. The sale of Products hereunder will be
governed by the Terms and Conditions, notwithstanding contrary or
additional terms and conditions in any order purchase order,
planning schedule, acknowledgment, confirmation or any other form or
document issued by either party effecting the purchase and/or sale
of Products. No rights, duties, agreements or obligations hereunder
may be assigned or transferred by Customer without the prior written
consent of GPI. The obligations, rights, terms and conditions hereof
will be binding upon and inure to the benefit of the parties hereto
and their successors and permitted assigns. The waiver of any breach
of any term, condition or covenant hereof or default under any
provision hereof will not be deemed to constitute a waiver of any
other term, condition, or covenant contained herein or of any
subsequent breach or default of any kind or nature. Any provision
hereof which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction. The
Terms and Conditions will be governed by and construed in accordance
with the laws of the state of
New York
and the applicable laws of the
United States.
Customer will not directly or indirectly export, re-export, sell or
transfer any Product to any country for which an export license or
other governmental approval is required without first obtaining all
licenses and other approvals.
12.
INTERNATIONAL ORDERS. GPI accepts orders from other countries. All orders of
international origin are exported from the
U.S.
in accordance with Export Administration Regulations. All taxes,
duties, insurance, shipping charges, and other international charges
and fees are the responsibility of the Customer. Minimum order is
$200.00.
Terms for payment on export orders are cash or credit card. Credit
terms are available to qualified customers, and payments made be
made by check or wire transfer.
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