LEGAL EFFECT: The following terms and conditions are a part of this order. Additional or different terms of Buyer’s purchase order or other form of acceptance or any other form of Buyer are rejected in advance and shall not become a part of the Order. GWI’s quotation is an offer to sell under the terms and conditions stated herein. All offers to purchase by Buyer or orders or contracts of sale resulting from such Quotations are subject to final acceptance in writing by an Officer of GWI. GWI’s rights and remedies under this Quotation and the Order are in addition to, not in substitution of, all other rights and remedies available to GWI under any applicable provision of law, regulation or court decision. GWI may suspend its performance of the Order if Buyer defaults in the performance of its duties under the Order or under any other agreement between the Buyer and GWI.
No employee, agent, dealer, or distributor of GWI has any authority to change or enlarge the terms of this Quotation or the Order. No change shall be valid unless it is in writing and signed by an authorized Officer of GWI. In the event that any provision of these terms and conditions is deemed to be invalid or unenforceable, the parties agree that such invalidity or unenforceability shall not invalidate or render unenforceable the remainder of these terms and conditions, and the remaining terms and conditions shall continue in full force and effect. Unless otherwise mutually agreed, the terms of any Order resulting from this Quotation shall be interpreted and enforced in accordance with the laws applicable at GWI’s Home Office, which is located in the State of Georgia.
SCOPE: As an equipment servicer, GWI will provide service per (1) GWI’s quotation only, or (2) where approved in writing by an engineer-employee of GWI, per the technical portion of the specifications as submitted, clarified and approved by GWI. Any terms and conditions other than those stated herein are excluded.
ASSIGNMENT: No assignment or transfer of interests of any part of this contract shall be valid without the expressed written consent of both parties.
CANCELLATION: Buyer cannot cancel or alter the Order without the GWI’s written consent. If GWI grants such consent, Buyer will reimburse GWI for all of GWI’s losses and expenses caused by such cancellation or alteration, including without limitation all of GWI’s additional costs caused by changes in design or specifications, or by product revisions, and all consequential damages incurred by GWI as a result of such cancellation or alteration. If Buyer cancels the Order, Buyer shall pay GWI (i) a minimum cancellation charge of 15 percent of the purchase price; and (ii) any damages and expenses described in this paragraph that exceed 15 percent of the purchase price.
PRICES: Unless otherwise mutually agreed in writing, prices quoted by the GWI shall be firm for a period of 30 days after quotation, or, after receipt of an acceptable purchase order from the Buyer, for the duration of the contract, not to exceed one year after the GWI’s receipt of the purchase order.
TERMS OF PAYMENT: Unless otherwise mutually agreed, the terms of payment shall be 100% net 30 days after shipment, paid from the GWI’s invoices, contingent on approval by the GWI’s Credit Manager. These terms apply to partial and complete shipments. Monies held beyond these terms may be subject to interest at the maximum legal rate, and may result in lien proceedings or the termination of warranties and suspension of services. If, in GWIs judgment, Buyer’s financial condition does not warrant the extension of credit to Buyer, GWI may require full payment, in cash or via letter of credit, prior to beginning work or prior to shipment, at GWI’s option. If GWI does not receive full cash payment within fifteen (15) days after it notifies Buyer that such payment is required, GWI may cancel the Order as to any unperformed work. In that event, Buyer will pay GWI the cancellation charges, damages and expenses, as described under CANCELLATION.
TAXES: GWI’s quoted prices do not include any present and future sales, use, occupation, license, excise, and other taxes, permits, tariffs, duties, or fees with respect to the sale, delivery or use of the equipment. Any applicable taxes or fees will be charged at rates in effect at time of shipment. GWI is required by law to collect all applicable sales and use taxes unless an appropriate exemption certificate is provided by the Buyer. GWI’s quoted prices include all taxes and permits applicable throughout the manufacturing process.
SHIPMENT: Except as otherwise mutually agreed, domestic shipment will be EXW, GWI’s point of shipment. Buyer will pay all transportation charges. GWI’s quoted prices are based on shipment immediately upon readiness, with no delays or storage. Work which has been suspended or stored for the Buyer’s convenience may be billed in place, and applicable storage charges shall accrue. If Buyer does not furnish exact shipping instructions, GWI will select, in its discretion, the means of shipment. GWI will not be liable for any loss resulting from such selection. The time of delivery is an estimate only, and GWI may change such time if GWI does not receive the information and approvals necessary to proceed with the work on the equipment or if a third party supplier does not provide supplies in a timely manner. Buyer agrees to inspect all deliveries immediately. Any claim for damage must be made in writing within five (5) days after Buyer receives a shipment, and if not made, shall be deemed waived. Any other claim by Buyer, other than claims under the warranty stated below, shall be made within thirty (30) days after Buyer receives shipment, and if not made shall be deemed waived. GWI is not responsible for loss or damage in transit after having received an “In Good Order” receipt from the carrier. Buyer will make all claims for loss or damage in transit against the carrier.
TIME OF PERFORMANCE: Buyer acknowledges that where GWI is required to use parts and/or equipment from third party suppliers, GWI shall not be liable for any delays due to the actions or inaction of the third party supplier. All time estimates for third party supplied equipment are not binding.
INSURANCE: Buyer shall bear all risk of and responsibility for damage or loss to the equipment after GWI delivers the equipment to the carrier at its point of shipment. Buyer agrees to provide and maintain adequate insurance for the equipment supplied under the Order to fully protect GWI’s interest during the time between delivery and final payment. Loss or damage by fire or other causes during such period shall not relieve Buyer from its obligations under the Order.
TITLE AND LIEN RIGHTS: If Buyer defaults in its obligations under the Order before the price (including any notes given therefore) of the equipment has been fully paid in cash, GWI may take any and all actions permitted by law to protect its interests including, where permissible, repossession of such equipment. GWI agrees to indemnify Buyer from liens filed by GWI’s workforce or subcomponent vendors. GWI’s statements of conditional, partial or complete lien waivers, consistent with payments received, will be furnished on request. The furnishing of such waivers shall not be a condition precedent to payment.
DESIGN RIGHTS: GWI sells and transfers ownership of the agreed equipment and services only; not the design rights, development data, patents, tooling, patterns, methods or copyrights. All such rights in data are expressly reserved. In lieu of such rights, GWI will provide use of such form, fit and function information as is necessary for the Buyer’s approval, installation, fit-up and operation of the equipment.
WARRANTY: GWI warrants equipment (and its component parts) of its own manufacture against defects in materials and workmanship under normal use and service for one (1) year from the date of installation or start-up, or for eighteen (18) months after the date of shipment, whichever occurs first. GWI does not warrant accessories or components that are not manufactured by GWI; however, to the extent possible, GWI will assign to Buyer its rights under the original manufacturer’s warranty, without recourse to GWI. Buyer must give GWI notice in writing of any alleged defect covered by this warranty (together with all identifying details, including the serial number, the type of equipment, and the date of purchase) within thirty (30) days of the discovery of such defect during the warranty period. No claim made more than 30 days after the expiration of the warranty period shall be valid. GWI assumes no responsibility or liability if alterations, non-authorized design modifications and/or non-approved replacement parts are incorporated. If requested by GWI, any equipment (or its component parts) must be promptly returned to GWI prior to any attempted repair, or sent to an authorized service station designated by GWI, and Buyer shall prepay all shipping expenses. GWI shall not be liable for any loss or damage to goods in transit, nor will any warranty claim be valid unless the returned goods are received intact and undamaged as a result of shipment. GWI will not give Buyer credit for parts or equipment returned to GWI, and will not accept delivery of any such parts or equipment, unless Buyer has obtained GWI’s approval in writing. GWI does not warrant that equipment from third party suppliers will perform at any specific rate or level. All performance specifications of third party supplied equipment are based upon manufacturer data, and GWI assumes no responsibility if said equipment does not performed up to the specifications provided by the manufacturer. GWI does not do independent testing on equipment performance from third party suppliers.
The warranty extends to repaired or replaced parts of GWI’s manufacture for ninety (90) days or for the remainder of the original warranty period applicable to the equipment or parts being repaired or replaced, whichever is greater. This warranty applies to the repaired or replaced part and is not extended to the product or any other component of the product being repaired.
THIS WARRANTY IS THE SOLE WARRANTY OF GWI AND GWI HEREBY EXPRESSLY DISCLAIMS AND BUYER WAIVES ALL OTHER WARRANTIES EXPRESSED, IMPLIED IN LAW OR IMPLIED IN FACT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GWI’s sole obligation under this warranty shall be, at its option, to repair or replace any equipment (or its component parts) which has a defect covered by this warranty, or to refund the purchase price of such equipment or part. Under the terms of this warranty, GWI shall not be liable for (a) consequential, collateral, special or liquidated losses or damages; (b) equipment conditions caused by normal wear and tear, abnormal conditions of use, accident, neglect, or misuse of said equipment; (c) the expense of, and loss or damage caused by, repairs or alterations made by anyone other than the GWI; (d) damage caused by abrasive materials, chemicals, scale deposits, corrosion, lightning, improper voltage, mishandling, or other similar conditions; (e) any loss, damage, or expense relating to or resulting from installation, removal or reinstallation of equipment; (f) any labor costs or charges incurred in repairing or replacing defective equipment or parts, including the cost of reinstalling parts that are repaired or replaced by GWI; (g) any expense of shipment of equipment or repaired or replacement parts; or (h) any other loss, damage or expense of any nature.
The above warranty shall not apply to any equipment which may be separately covered by any alternate or special warranties. After 30 days, Buyer shall be responsible for all labor and freight for any defective equipment which was manufactured by third parties.
LIABILITY LIMITATIONS: Under no circumstances shall the GWI have any liability under the Order or otherwise for liquidated damages or for collateral, consequential or special damages or for loss of profits, or for actual losses or for loss of production or progress of construction, regardless of the cause of such damages or
losses. In any event, GWI’s aggregate total liability under the Order or otherwise shall not exceed the contract price.
ACTS OF GOD: GWI shall in no event be liable for delays in delivery of the equipment or other failures to perform caused by fires, acts of God, strikes, labor difficulties, acts of governmental or military authorities, delays in transportation or procuring materials, or causes of any kind beyond GWI’s control.
COMPLIANCE WITH LAW: With respect to the purchase, sale, resale and servicing of these goods, Buyer shall comply with all applicable laws, regulations, orders and other restrictions of this Order.
ACCEPTANCE: These terms and conditions shall constitute the entire agreement, and all other terms and conditions of any origin are excluded. Unless otherwise advised by the Buyer within ten days after GWI’s acknowledgment of an order, GWI will proceed with processing of such order with the understanding that the Buyer is in full agreement with all provisions stated herein.
ACCESS: Buyer agrees that it will provide proper access to the site for all heavy equipment and machinery which may be necessary for the delivery of equipment and/or work to be performed pursuant to this Order. Buyer warrants that all drives and access will be suitable for use by GWI to perform under this Order and shall indemnify GWI for any damage or delays related to insufficient access. GWI shall not be held liable or responsible for any damage caused by GWI accessing the site unless GWI or its agents/employees were grossly negligent in accessing the site.