G.K. TechStar LLC
General Terms and Conditions
Acceptance: Acceptance of Buyer’s order is expressly subject to Seller’s terms and conditions of sale,
contained herein, which shall take precedence over any other conditions, and no contrary, additional or different provisions or conditions shall be binding on Seller unless accepted in writing by Seller.
Design: Seller reserves the right to make design improvements without notice.
Pricing: Quoted prices are valid for 90 days. Prices do not include any applicable Federal, State, or Local Sales tax; Customs, Duty, or Excise tax; or any other surcharges unless specifically indicated.
Seller is responsible for all taxes related to employment, and for sales/use tax remitted by Buyer. All other taxes are the responsibility of Buyer.
Compliance with regulations: Buyer shall comply with the equal employment opportunity clause in Section 202 of Executive Order 11246 and all applicable rules, regulations and relevant orders pertaining to Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, and Section 4212 of the Vietnam Era Readjustment Assistance Act of 1974, as amended. Seller represents that it does not and shall not provide or maintain for its employees facilities that are segregated on the basis of race, color, religion, sex or national origin.
Seller represents that it will not assign its employees to perform any work at a location where facilities are segregated.
Seller certifies that Goods covered by this order were produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and with regulations and orders of the United States Department of Labor.
Export: Seller reserves the right to withdraw a quotation or cancel an order at any time without the incurrence of penalties or damages if, at Seller’s sole discretion, the export or re-export of any item on such quotation or order would violate any US export or re-export laws or regulations.
Changes: If Buyer directs changes which affect the drawings or specifications; quantities ordered; delivery schedule; method of shipment or packing; or place of delivery, such changes must be in writing and signed by both parties.
Seller reserves the right to an equitable adjustment in the pricing or delivery of the order, which will be agreed to by both parties before further work is performed on the order. Change order requests will be priced according to the scope of changes and the status of the current order. Seller may impose an escalation fee on projects lasting longer than one year.
Buyer must return signed approval drawings within two weeks of their date of issue. If this time frame is not met, the delivery date will be pushed back, and no damages will apply.
Payment terms: Net 30 days from invoice date unless otherwise approved in writing by Seller. If at any time the financial condition of the Buyer does not warrant shipment of product on the above terms (in the sole judgment of Seller), Seller may require full or partial payment prior to shipment.
Should Buyer become delinquent in any payment due, Seller shall be entitled to suspend performance until the delinquency has been corrected. Seller shall not be obligated to extend credit to any Buyer.
The following items are critical, and Seller may elect to tie payments to any or all of these milestones:
1. Buyer receipt of approval drawings.
2. Delivery of major components.
3. Buyer receipt of all required documentation.
Unless otherwise stated, all stipulated amounts shall be in US dollars.
Delivery and Freight: All goods are sold FOB point of shipment. Transportation to destination is Buyer’s responsibility and Buyer alone shall bear the cost of freight, special elections/options, and insurance. Seller’s responsibility for the Goods shall terminate when Seller delivers such Goods to the shipper/carrier, and all risk of loss or damage shall immediately pass to Buyer. Receiving, unloading, and storing Goods will be the responsibility of the Buyer. Buyer must make any and all claims for
corrections or deductions within ten days of the delivery of the Goods.
Any shipment date is an estimate. Under no circumstances shall Seller have any liability whatsoever for loss of use or for any special, direct, incidental, or consequential damages resulting from delay regardless of the reasons. Acceptance of delivery of goods by Buyer shall constitute a waiver of all claims for delay.
Title: Seller warrants good title to all the Goods furnished by it hereunder. Title to Goods shall pass to Buyer at the date such Goods are delivered to Buyer.
Installation and Site Preparation: Seller agrees to supply instructions and drawings for Buyer to install and operate the Goods. Where site preparation is required, Buyer agrees, at its sole expense, to prepare the site according to Seller’s specifications; to provide labor for unpacking and locating the Goods; and to assume responsibility for compliance with local laws, codes, etc., including obtaining any permits required for installation and use.
Warranty: Seller warrants its product against defects in material and workmanship, when used on those services/applications approved by Seller, for a period of one year from the date of original shipment. Seller’s liability under this warranty shall be limited to repair or replacement at Seller’s option of such defective products, FOB shipping point, upon proof of defect satisfactory to Seller.
The Seller is not responsible for damages to Seller’s or other equipment or products because of improper installation or misapplication of the Goods by Buyer. Installation or startup of Seller’sequipment or Goods must be performed under adherence to Seller’s instruction manuals, wiring diagrams, etc., or performed under the direct supervision of Seller’s field service personnel or Seller’sauthorized agent in order to be covered by Seller’s warranty.
Intellectual property: Seller warrants that Buyer’s use or sale of the Goods will not infringe upon any valid patents, copyrights, trademarks, or other proprietary information.
Return: No goods may be returned without Seller’s permission. Seller assumes no responsibility for return shipments made without permission. In issuing credit for such shipments, Seller reserves the right to deduct a restocking charge dependent on Seller’s ability to recondition and resell the returned equipment.
Cancellation: Buyer may cancel upon written consent of Seller, but the Seller is entitled to reasonable cancellation charges including but not limited to labor, material and overhead expenses.
Termination Fee Schedule:
– Order entered but not released for manufacturing 10%
– Order in any stage of production 50%
– Order complete and ready for shipment 100%
Cancellation for Default: In the event Buyer is declared bankrupt, makes a general assignment for the benefit of its creditors, or is in default of any material provision or requirement of the order, Seller may, by written notice to Buyer, cancel further performance by Seller under the purchase order. Any amounts due Seller for goods and services completed by Seller in compliance with the terms of the order shall be immediately due and payable to Seller.
Indemnification: Buyer and Seller shall indemnify, defend and hold each other harmless from claims, demands, and causes of action asserted by any person (including, without limitation, Buyer’s and Seller’s employees) for personal injury, death, or loss of or damage to property resulting from the negligence, gross negligence, or willful misconduct of either party. Where personal injury, death, or
loss of or damage to property is the result of joint negligence, gross negligence, or willful misconduct of Buyer and Seller, the duty of indemnification of each party shall be in proportion to its allocable share of joint negligence, gross negligence or willful misconduct.
The term “negligence” shall include active and passive negligence. “Gross negligence”is defined as any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences. “Willful misconduct” is defined as an intentional disregard of good and prudent standards of performance.
Seller’s liability to Buyer arising out of the supplying of the Goods, or their use, whether based on warranty, contract, negligence, or otherwise shall not, in any case, exceed the cost of correcting defects in the Goods provided herein, and will be limited to a maximum of the purchase price.
Limitation of Liability: To the fullest extent permitted by law, Seller shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise, regardless of the cause thereof, (1) for any economic loss of any kind whatsoever, including without limitation diminution in value or loss of profit, business contracts, revenues or anticipated savings; (2) for damage to reputation or goodwill; or (3) for any liquidated, consequential, indirect, incidental, special, exemplary or punitive damages.
Force Majeure: Neither party shall be liable to the other for failure to perform or for delay in performance due to any cause or event which, in an objective view, is unforeseeable, unavoidable, and is not able to be overcome (i.e., an event of Force Majeure). Force Majeure events shall include, but not be limited to, natural disasters; acts of government authority; war, hostilities, riots, acts of
terrorism and civil commotions; embargoes or other import/export restrictions; shortage of or inability to obtain energy, equipment, transportation, products or services not resulting from actions or omissions of the party claiming Force Majeure.
In the event of a delay in performance due to any such cause, the date of delivery or time for completion shall be extended by a period oftime reasonably necessary to overcome the effects of such delay. The party claiming a Force Majeure event shall give written notification to the other party within 48 hours after becoming aware of a cause entitling it to an extension of time.
Inspection: Seller requires two weeks notice for all inspections to be conducted at Seller’s site. All inspection expenses shall be borne by Buyer.
Confidential Information: All drawings, specifications, and technical information provided by either Buyer or Seller shall be treated as confidential and shall not be disclosed to anyone other than those who require it as part of fulfillment of the order.
Arbitration of Disputes: Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof
Service: Seller warrants that all services shall be performed in an efficient, prompt, skillful and careful manner, by trained and competent service personnel. On-site services for supervision of installation or start-up, or for training, will be billed at current service rates.
In performing on-site service, Seller may be required to utilize Buyer’s equipment. Buyer warrants that it will provide a safe work environment, including providing such safety devices and methods as are necessary to protect Seller’s employees from bodily harm and damage.
Seller shall comply with and enforce all laws, rules and regulations applicable to safety and health standards, including but not limited to the Occupational Safety and Health Act of 1970 (OSHA) and any
revisions or successor legislation, and will train Seller’s personnel on the unique hazards presented by the premises and/or process.
