Terms, Conditions and Warranties
General. This invoice (the “invoice”) or order (the “Order”) is subject to and includes the terms and conditions included herein. The acceptance of the Invoice by GHC PRODUCTS, INC. (as designated on the Order) is expressly made conditional on your assent to any of the terms and conditions herein which may be additional to, or different from, the terms and conditions of your proposal or order. Receipt and acceptance by you or your agent of the products sold hereunder (the “Products”) shall constitute such assent. Any additional or different terms and conditions in any proposal, purchase order or other document submitted by you are hereby assigned by GHC PRODUCTS, INC. and are superseded by the terms and conditions of this invoice.
Warranty Disclaimer. GHC PRODUCTS, INC. sole obligation with respect to the Product(s) shall be to replace or refund the price of any Product which the Company determines, in its sole discretion, to be materially defective in workmanship or material for a period of sixty (60) days from the date of delivery of such Product to you, provided that written notice is provided to GHC PRODUCTS, INC.immediately upon your discovery of the defect. You shall be responsible for any freight charges for shipment to GHC PRODUCTS, INC. of any purportedly defective Product, and GHC PRODUCTS, INC. shall be responsible for any freight charges for shipment to you of any replacement for such defective Product, if applicable. The GHC PRODUCTS, INC.’s obligation to replace or refund the price of a defective Product shall not apply to any Product which has been (i) subjected to misuse, neglect or accident, including causes external to the Product, (ii)altered or repaired in such manner as to affect adversely its performance, stability, or reliability, (iii) subjected to environmental stress beyond design specifications, or (iv) used for any purpose other than that which it was designed. EXCEPT AS EXPRESSLY STATED ABOVE, GHC PRODUCTS, INC. MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, IN FACT OR AT LAW, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT(S) OR THE USE THEREOF.
Limitations of Liability. GHC PRODUCTS, INC. SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, OR DELAY DAMAGES, ARISING OUT OF THE USE, OWNERSHIP OR POSSESSION OF THE PRODUCT(S), WHETHER OR NOT GHC PRODUCTS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY AGREE TO RELEASE, DISCHARGE AND HOLD GHC PRODUCTS, INC., ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM LIABILITY FOR ANY LOSS, DAMAGE, INJURY OR DEATH WHICH MAY ARISE OUT OF THE USE, OWNERSHIP OR POSSESSION OF THE PRODUCTS(S), WHETHER OR NOT THERE IS CONCURRENT ACTIVE OR PASSIVE NEGLIGENCE ON THE PART OF GHC PRODUCTS, INC. OR ITS OFFICERS, AGENTS OR EMPLOYEES.
Payment of Purchase Price. The purchase price for the Product(s) is set forth on the applicable order. Such purchase price shall be due and payable within thirty (30) days of the date of the order or invoice. GHC PRODUCTS, INC. hereby reserves the right to adjust the estimated freight charges on this order or invoice to reflect actual freight charges incurred in shipment of the Product(s) to the shipping destination. A LATE CHARGE SHALL BE ADDED TO THE PURCHASE PRICE FOR ANY AMOUNTS PAST DUE.. SUCH LATE CHARGE SHALL BE EQUAL TO THE LESSER OF ONE AND ONE-HALF PERCENT (1-1/2%) OF ALL AMOUNTS PAST DUE OR THE MAXIMUM RATE ALLOWED BY APPLICABLE LAW.
Nonconforming Orders. GHC PRODUCTS, INC. shall not be liable for shortages or nonconforming Products unless (A) written notice thereof is received by GHC PRODUCTS, INC. within ten (10) business days after the Product(s) reaches the shipping destination and before any portion is used and (B) GHC PRODUCTS, INC. is given reasonable opportunity to examine the alleged nonconforming Product(s). GHC PRODUCTS, INC.liability for any breach hereof shall not exceed the purchase price of the Product(s), or portion thereof, for which GHC PRODUCTS, INC. is adjudged liable.
Special Orders. A one hundred percent (100%) deposit must be received in advance for all special orders. All special ordered items must be picked up within thirty (30) days from the date you are notified by topic up such special order. Any special ordered items not picked up within such thirty (30) day period shall be subject to a restocking charge of not less than fifteen percent (15%) and not more than the cost of the special ordered items plus any handling charges applicable.
Risk of Loss. Except when delivery of the Product(s) is made in a GHC PRODUCTS, INC. vehicle, delivery of the Product(s) shall be F.O.B. GHC PRODUCTS, INC. facility and possession of and title to all Products ordered hereunder shall be deemed to be passed to you upon delivery to the common carrier at the point of shipment. You shall thereupon assume all risk of loss or damage. In the event that GHC PRODUCTS, INC. shall deliver the Product(s) in its own vehicle, then delivery of the products shall F.O.B. the shipping destination.
Force Majeure. GHC PRODUCTS, INC. shall not be liable for any delays in delivery or performance due to contingencies beyond the reasonable control of GHC PRODUCTS, INC., including without limitation, fire, flood, epidemic, unusually sever weather, strike, acts of God, riots, acts of war, acts of terrorism, embargoes, transportation failure, compliance with any law, regulation, guideline, or order of any governmental body or instrumentality thereof.
Taxes. You shall be solely responsible for taxes of any nature imposed by reason of sale or use of the Product(s), including, without limitation, sales, use, excise, custom, commodity or similar taxes, and all such taxes shall be added to the sale price of the Product(s).
Assignment. This invoice or order shall inure to the benefit of your successors and assigns. Notwithstanding the foregoing, this Agreement may not be assigned by you without the prior written consent of GHC PRODUCTS, INC. and any attempt by you to transfer by any means the rights, duties or obligations of this invoice or order shall be of no force or effect. GHC PRODUCTS, INC. may assign this invoice or order to any subsidiary or affiliate of GHC PRODUCTS, INC. or to any corporation with which it may hereafter be merged or consolidated or to which all or substantially all of its assets are transferred.
Notices. All notices required hereunder shall be in writing and shall be delivered by U. S. Mail, postage prepaid, to such address as such party has designated herein, or to such other address as such party shall be designate by proper written notice. Notice shall be deemed to be given when it is deposited in a mail box properly addressed and postage prepaid.
Severability. If any term or condition of this invoice or order is determined by a court to be invalid or unenforceable, then such provision shall be deemed to be amended and interpreted to the extent possible to make it valid and enforceable according to their terms. If such term or condition is not capable of such amendment and interpretation, then such term or condition shall be severed from this invoice or order with the remaining terms and provisions to continue in effect.
Entire Agreement. This Invoice or Order constitutes the entire agreement between the parties and supersedes any and all prior or contemporaneous understandings and representations. No covenant, term or provision of the Invoice or Order may be modified or waived, unless such waiver is express and is evidenced by a writing duly executed by an officer of GHC PRODUCTS, INC.