These General Terms and Conditions (the “Terms”), together with the purchase order (the “Order”) and the Order Confirmation (as defined below), if any, govern the terms and conditions of the sale of the Products to the exclusion of all other terms that are contradictory to these Terms and Conditions of sale. “Customer” is defined as the purchaser of the Products from Seller. These Terms shall prevail over any conflicting clauses contained in Customer’s Purchase Order terms and conditions of purchase. These Terms supersede any and all previous agreements and understandings, whether written or oral, between the parties with respect to the subject matter. “Seller”, as used herein, means Gordon Bullard & Company, LLC and its affiliates.
This price list issued by Seller from time to time (the “Price List”) supersedes all previous price lists. The indicated prices are net of V.A.T. and the Seller reserves the right to modify the Price List without any prior notification.
Orders for the Products will only be binding on Seller upon Seller’s written express acceptance (the “Acceptance”) by Seller’s written order confirmation (the “Order Confirmation”).
All Accepted Orders are final and cannot be cancelled by Customer. No Product shall be returned to, or Refund paid, by Seller without prior written authorization from Seller. All approved returns are subject to Seller’s inspection upon receipt. Credit will not be allowed for damaged or used material. Seller in its sole discretion may apply standard restocking charges for the returned Products value. All Products authorized for return are to be shipped prepaid to Seller, accompanied by a document specifying the invoice details related to each single Product. If a refund is not authorized by Seller, then the full Purchase Price shall be retained by Seller as a reasonable estimate of its damages due to the breach by Customer and such amounts shall be retained as liquidated damages. If the Products have been personalized to Customer’s specifications then Customer shall be responsible for the full Purchase Price and no refund shall issue. Customer shall pay the full Purchase Price for Orders cancelled more than fifteen (15) calendar days after Order Confirmation is sent by the Seller.
Shipping terms shall be Ex Works manufacturer’s factory (Incoterms® 2020) and the risk of loss passes to Customer in accordance with such terms. Such Terms shall be applicable even in case of special arrangements where the Seller pays the carriage or freight charges.
All shipping and delivery dates are estimates and subject to the following:
A) Subject to Customer furnishing complete shipping and delivery instructions in such a manner as to reach Seller timely before the date of any shipment and delivery specified in the Order and/or Order Confirmation.
B) To be considered approximate and time is not of the essence, since the ability of Seller to complete and deliver the Products ordered by such date may be dependent upon conditions over which Seller has no reasonable control or which it cannot predict exactly. Shipping dates affected by port closures or holidays are not within the control of Seller and therefore, not Seller’s responsibility.
In no event shall Seller be liable for any actual, special, consequential or exemplary damages of any kind, known or unknown, anticipated and non-anticipated, including without limitation, lost profits or lost production resulting from delays in production, shipment or delivery. Seller shall be authorized to make partial shipments of Orders depending on the availability of Products, without prejudice to the payments due by the Customer, even if the Order is not completely filled. If the Customer does not provide the Seller with specific instructions as for the shipment method then Seller shall be authorized to use the means of transportation that Seller deems, in its discretion, most suitable for the delivery of the Product(s).
Seller shall not be liable for damages or costs that Customer incurred for delay in delivery of the Products.
Seller shall have the right to modify the designs and/or specifications of the Products at any time without notice to the Customer. In the event of any such change. Seller shall have the right to supply the Products so modified.
Products will be supplied with Seller’s customary packaging.
Customer shall inspect the Products upon their arrival at the delivery destination and shall within eight (8) business days after delivery give written notice to Seller of any claim for damages, defects, differences in quantity or nonconformity. Failure to give such notice within said period shall constitute irrevocable acceptance of the Products and acknowledgment that the Products have been received by Customer in good condition and free of damages.
Title to the Products shall remain with Seller until the Purchase Price has been paid in full (including any interest and any additional amounts) by Customer. Seller may file a UCC-1 Financing Statement to give notice of its ownership interest in all or any portion of the Products. Customer may re-sell the Products to a third party (the “Third Party”) only if the Purchase Price has been paid in full and if the sale to the Third Party included a retention of title clause similar to the one herein. If the Customer sells the Products to a Third Party before having performed the full payment in favor of the Seller, then the sale between Seller and Customer will automatically be void and the Products will be considered as being sold by Seller to Third Party. Customer shall fully insure the Products against damages or loss in its own name and in the name or any Third Party, shall provide evidence of such insurance to the Seller immediately upon request.
