Governing Terms
All products and services offered for sale by Granitools are sold
subject to the terms and conditions stated herein. These terms
and conditions shall apply to the sale of the products and/or
services described in the Granitools Quotation, Sales Order,
Invoice, or other contract documentation to which these terms
and conditions are attached or incorporated by reference.
Except as expressly agreed by an authorized representative
of Granitools in writing, no other terms and conditions, including
any terms and conditions attached to, or contained within,
Buyer's request for quotation, acknowledgment, purchase order
or other contract documentation shall apply. Buyer's acceptance
of the products or services delivered by Granitools shall
constitute an affirmation by Buyer that the terms and conditions
set forth herein govern the purchase and sale of the goods
or services. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE
ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY
BUYER OR CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT
OR INSTRUMENT SUBMITTED BY BUYER.
Prices, Taxes and Payment
All prices are firm unless otherwise agreed to in writing. Granitools
reserves the right to change the prices and specifications of
its products at any time without notice. Any tax, duty, custom
or other fee of any nature imposed upon this transaction by any
federal, state or local governmental authority shall be paid by
Buyer in addition to the price quoted or invoiced. In the event
Granitools is required to prepay anysuch tax, Buyer will reimburse
Granitools. Payment terms shall be set with each customer relation
before shipment by Granitools. An interest charge equal to 1 1/2%
per month (18% per year) will be added to invoices outstanding
beyond 30 days after shipment. In addition Granitools reserves
the right to require pre-paid payment terms from any Buyer whose
account is overdue for a period of more than 60 days or who has
an unsatisfactory credit or payment record. Granitools may also
refuse to sell to any person until overdue accounts are paid in
full.
Delivery and Shipment
Granitools will make every effort to ship the products or provide
the services hereunder in accordance with the requested delivery
date, provided that Granitools accepts no liability for any losses
or for general, special or consequential damages arising out of
delays in delivery. All shipment costs shall be paid by Buyer,
and if prepaid by Granitools, the amount thereof shall be reimbursed
to Granitools.
Title
Title to the products shall remain with Granitools until the occurrence
of the following events: a) when the point of origin of the shipment
is within the country of destination, upon the shipment of the
products from the Granitools facility; b) when the point of origin
of the shipment is not within the country of destination, upon
the arrival of the products at the Port of Entry of the destination
country.
Risk of Loss
The risk of loss or damage to the products shall be assumed by
Buyer upon the occurrence of the following events: a) when the
point of origin of the shipment is within the country of destination,
upon the shipment of the products from the Granitools facility;
b) when the point of origin of the shipment is not within the
country of destination, upon the arrival of the products at the
Port of Entry of the destination country.
Inspection
Buyer shall be responsible for inspecting all products shipped
hereunder prior to acceptance, provided, that if, Buyer shall
not have given Granitools written notice of rejection within 30
days following shipment to Buyer, the products shall be deemed
to have been accepted by Buyer.
Disclaimer of Express and Implied Warranties
The products shall be covered by the applicable Granitools standard
warranty. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE
WITH RESPECT TO THE PRODUCTS. GRANITOOLS EXPRESSLY EXCLUDES THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE. Any model or sample furnished to the Buyer is
merely illustrative of the general type and quality of goods and
does not represent that the products will conform to the model
or sample. Buyer's remedies under Granitools' warranty shall be
limited to repair or replacement of the product or component thereof
which failed to conform to Granitools' warranty.
Returned Goods
No products shipped under this Contract may be returned without
the express prior authorization of Granitools. All returns of
products are subject to a restocking charge. No returns will be
authorized after 30 days following shipment to Buyer.
Technical Advice
Granitools may, at Buyer's request, furnish technical assistance,
advice and information with respect to the products, if and to
the extent that such advice, assistance and information is conveniently
available. It is expressly agreed that there is no obligation
to provide such information which is provided without charge at
the Buyer's risk, and which is provided subject to the disclaimers
set forth above.
Agents, etc.
No agent, employee or other representative has the right to modify
or expand Granitools' standard warranty applicable to the product(s)
or to make any representations as to the product(s) other than
those set forth in Granitools' product literature and any such
affirmation, representation or warranty, if made, should not be
relied upon by Buyer and shall not form a part of this Contract.
Exports
Buyer represents that it will not knowingly export, either directly
or indirectly, any product or service to any country for which
approval is required, without the prior written approval of the
office of Export Administration of the U.S. Dept. of Commerce
or any other applicable U.S. Government Agency.
Modifications, Waiver, Termination
This Contract may be modified, and any breach hereunder may be
waived, only by a writing signed by the party against whom enforcement
thereof is sought.
Governing Law
This Contract shall be governed by and construed in accordance
with the laws (other than those relating to conflict of laws questions)
of the State of Florida.
Limitation Of Liability
In no event shall Granitools (including its affiliates and subsidiaries)
be liable for anticipated or lost profits or for special, punitive,
indirect, incidental, or consequential damages. Granitools' total
liability on any claim of any kind for any loss or damage whatsoever
arising out of or in connection with or resulting from this Contract
or from the performance or breach thereof shall in no case exceed
the price allocable to the products or services or units thereof
which gives rise to the claim.
Assignment
Buyer shall not assign its rights or its obligations under this
Contract without the written consent of Granitools.
Cancellation Prior to Shipment
In the event Buyer requests that an order for products or services
which it has placed with Granitools be cancelled prior to shipment,
and with which request Granitools agrees, Buyer shall be liable
to Granitools for all costs incurred by Granitools as a result
of such cancellation, including but not limited to, cancellation
costs to suppliers and unreimbursed advances on goods, if any,
together with any specifically identifiable incidental and consequential
expenses.
Performance
Unless otherwise agreed to in writing, Granitools reserves the
right to make design changes which Granitools believes will improve
its products. Granitools may also satisfy customer purchase orders
by shipping 90-105% of ordered quantities for nonstandard products
depending on actual yield from such nonstandard product runs.
Granitools shall only charge Buyer for actual quantities shipped.
Granitools' performance shall be excused in the event of strikes,
accidents, fires, unavailability of materials and all other causes
beyond the control of Granitools.
Tool Ownership
All tools, dies, and patterns produced by or at the request of
Granitools, or otherwise utilized by Granitools in the production
of any products sold to Buyer, shall remain the exclusive property
of Granitools. Granitools reserves the right to advertise and/or
sell any of the foregoing items and any of its products produced
therewith, unless otherwise specifically agreed to in writing
by an authorized representative of Granitools.
General Provisions
The failure of Granitools to enforce at any time any of the provisions
of this Contract, to exercise any election or option provided
herein, or to require at any time performance by Buyer of any
of the provisions herewith shall in no way be construed to be
a waiver of any such provisions, or the right of Granitools thereafter
to enforce each and every such provision. This Contract contains
the complete and exclusive statement of the agreement between
the parties in connection with the subject products and/or services
and supercedes any previous understandings, communications, commitments,
or agreements, oral or written. Buyer warrants that it has not
offered or given and will not offer or give to any employee, agent
or representative of Granitools any gratuity with a view toward
influencing such person with respect to the terms, conditions
or performance of this Contract or any contracts with Granitools.
Granitools and Buyer are independent contractors; neither is an
agent or employee of the other or has any authority to assume
or create any obligation or liability of any kind on behalf of
the other. Any provision of this Contract that is invalid or unenforceable
under applicable laws with respect to a particular party or circumstance
will be severed from this Contract with respect to such party
or circumstance without invalidating the remainder of this Contract
or the application of such provision to other persons or circumstances.
The headings used in this Contract have no legal effect
Granitools reserves the right to update
or modify these terms and conditions of sale contract at any time
without prior notice.
Posted 03/11/2008
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