Terms & Conditions
GAM Enterprises - Offer of Sale Standard Terms and Conditions
The items described in this Offer of Sale (the "Products") are hereby offered for sale by GAM Enterprises, Inc. (hereinafter referred to as Seller) to Buyer on the terms and conditions set forth herein and on the face of this document. This offer and its acceptance by Buyer shall be governed by the terms and conditions set forth in the following sections:
1. ACCEPTANCE; APPLICABLE TERMS; ENTIRE AGREEMENT: Buyer's order for any Product, when communicated to Seller (or its authorized representatives), shall constitute acceptance of this offer. Buyer's acceptance of this offer is limited to the terms and conditions set forth in this Offer of Sale, which shall constitute the entire agreement between Buyer and Seller. Any provision or condition of Buyer's order which is in any way different from or in addition to these terms and conditions is expressly rejected by Seller, shall not be binding upon Seller and shall not be applicable to the transaction not withstanding Seller's acceptance of Buyer's purchase order, and Seller hereby objects to any such different or additional provisions and conditions. Seller makes no representation or warranty concerning its Products except such as are expressly contained herein.
2. PRICES, TAXES AND PAYMENT: All price quotations are in U.S. dollars and are subject to change by Seller at any time without notice to Buyer; provided, however, that price quotations are firm for 30 days from the date of this document. The prices specified herein do not include the amount of any present or future tax applicable to the said purchase, manufacture, delivery use, handling or consumption of goods or services hereunder, all such taxes shall be paid by Buyer. The purchase price is payable in U.S. dollars only. Payment shall be made by Buyer net 30 days from the date of delivery of the products. Amounts not timely paid shall bear interest at the rate of 1.5% for each month (or portion thereof), that Buyer is late in making payment. In the event Buyer requires shipment to a location outside the United States of America, Buyer shall be solely responsible for all customs and import tariffs, duties and similar charges, and for compliance with all import procedures, documentation and legal requirements of any other country.
3. DELIVERY, RISK OF LOSS AND ACCEPTANCE: The shipment shall be delivered F.O.B. Seller's plant and title liability for loss or damage shall pass to Buyer upon Seller's delivery to a carrier for shipment to Buyer. Shipping dates herein and in Buyer's purchase order are approximate only. All Products shipped by Seller shall be deemed accepted by Buyer if Buyer does not give Seller written notice of rejection and the reasons therefor within (5) days after receipt of Products by Buyer.
4. LIMITED WARRANTY: Seller warrants to Buyer each new Product manufactured or supplied by Seller to Buyer to be free from defects in material and workmanship. This warranty does NOT cover Products that are damaged, worn or defective due to loading application conditions or any other causes that Seller determines in its sole discretion to be excessive or improper, or Products that have been modified in any way after purchase. Seller's obligation under this limited warranty applies only: (a) with respect to Products from the "Dyna Series” and "SPH Series", for two (2) years from the date of shipment by Seller of its Product to Buyer with the exception of seals which have a warranty of one (1) year and (b) with respect to all other Products, for one (1) year from the date of shipment by Seller of its Product to Buyer. No person other than Buyer shall be entitled to any right, claim or benefit under this limited warranty. It is the responsibility of the Product user to determine the suitability of Seller's Products for a specific application. While defective Products will be replaced without charge and promptly, no liability is assumed beyond replacement. SELLER'S OBLIGATIONS UNDER THIS LIMITED WARRANTY ARE LIMITED TO REPAIRING OR REPLACING ANY DEFECTIVE PRODUCT SOLD BY SELLER. Seller shall have no obligation under the limited warranty unless such Product is promptly returned to Seller, transportation charges prepaid by Buyer, providing that Buyer has a pre-authorized return number from Seller prior to return, and examination of such Product shall disclose to Seller's sole satisfaction that such Product is defective, at which event Seller shall repair or replace the defective Product within a reasonable time after such return of the Product to Seller. The Buyer shall bear the cost of reshipment of the Product to Buyer if Seller determines the Product is beyond the warranty period or otherwise not entitled to the repair / replacement under this limited warranty. No labor or other cost for removal of any Product sold by Seller from Buyer's end product in which it is installed or reinstallation thereof will be provided or allowance given therefor under the provisions of this limited warranty or otherwise. Provisions of this limited warranty shall not apply to any Product sold by Seller which has been subject to misuse, negligence, alteration, conversion, accident or improper installation application of storage. THIS LIMITED WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS SOLD BY SELLER AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES OR INDEMNIFICATION EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITIES TO BUYER, BUYER'S CUSTOMERS OR ANY OTHER PERSON FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER PRODUCT LIABILITIES BASED UPON ALLEGED NEGLIGENCE OR BREACH OF EXPRESS OR IMPLIED WARRANTY OR STRICT LIABILITY OR OTHERWISE. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SUCH PRODUCTS.
5. DELAYS/FORCE MAJEURE: Seller shall not be liable for delays or failure to deliver if such failure is due to delays from third party suppliers, labor stoppages and difficulties, production curtailment due to economic conditions, casualties, accidents, acts of nature, acts of government, failure or containment of Sellers usual sources of materials, supplies or transportation or any other cause beyond the reasonable control of Seller.
6. CLAIMS; LIMITATIONS OF ACTIONS: Any controversy or claim arising out of or relating to the products sold by Seller or any agreement relative thereto or the performance or breach thereof shall be settled by arbitration in Chicago, IL in accordance with the rules and procedures of the American Arbitration Association. Any such arbitration proceeding must be initiated within one (1) year after the accrual of the cause of action or the shipment of the products by Seller whichever is first to occur. The rights and remedies of Buyer and Seller shall be governed by the law of the state in which shipment is made.
7. SELLER'S RIGHT OF POSSESSION: Seller shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Buyer's default or defaults to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with Seller for Buyer's account, without the necessity of taking any other proceedings, and Buyer consents that all the merchandise so recalled, retaken, or repossessed shall become the absolute property of Seller provided that Buyer is given full credit therefor. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to Seller because of any default of Buyer under the Uniform Commercial Code.
8. SECURITY INTEREST: Buyer hereby grants Seller a continuing security interest in all Products sold to Buyer by Seller to secure payment of any outstanding purchase price or charges and any other amounts payable by Buyer to Seller. Buyer will execute any financing statements and other documents to confirm and perfect the foregoing security interest as requested by Seller.
9. NO INCIDENTAL OR CONSEQUENTIAL DAMAGES: Seller shall not be liable to Buyer or any other person for any incidental or consequential damages arising from Products sold or required to be sold by Seller, whether arising from delay or failure to deliver, breach of warranty or otherwise. Without limiting the generality of the foregoing, Seller shall not be liable to Buyer or any other person for lost profits, damages attributable to loss of use of Buyer's end product, loss of time or inconvenience.
10. SPECIAL TOOLS: Special tools, if shown on this acknowledgement, are supplemental and designed to fit special production equipment and are not useable on other equipment. They will be maintained by and remain the property of Seller unless otherwise specified on the face of this acknowledgement.
FAILURE OR IMPROPER SELECTION OR IMPROPER USE OF THE PRODUCTS DESCRIBED HEREIN OR RELATED ITEMS CAN CAUSE DEATH, PERSONAL INJURY AND PROPERTY DAMAGE. IT IS THE RESPONSIBILITY OF THE PRODUCT USER TO DETERMINE THE SUITABILITY OF GAM ENTERPRISES PRODUCTS FOR A SPECIFIC APPLICATION. WHILE DEFECTIVE PRODUCTS WILL BE REPLACED WITHOUT CHARGE IF PROMPTLY RETURNED, NO LIABILITY IS ASSUMED BEYOND SUCH REPLACEMENT.