Terms & Conditions
BINDING TERMS AND CONDITIONS OF SALE
The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Gray Line Systems LLC (GLS) to GLS customers ("Customer").
ACCEPTANCE AND CANCELLATION OF ORDERS
Orders accepted by GLS may be cancelled by Customer upon written consent of GLS. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which GLS may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by GLS, and shall be paid by Customer to GLS. Customer requests to reschedule are subject to acceptance by GLS in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by GLS to the shipment carrier.
Orders are billed at the prices in effect at the time of shipment. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority.
TERMS OF PAYMENT
All payments must be made in U.S. dollars.
When required by law GLS will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and GLS has a valid signed tax exemption certificate on file.
DELIVERY AND TITLE
All shipments by GLS are F.O.B. point of shipment from GLS's facility. Subject to GLS's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Customer acknowledges that delivery dates provided by GLS are estimates only and that GLS will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by the Customer.
GLS'S LIMITED WARRANTY
GLS's liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at GLS's election, with such remedies exclusive and in lieu of all others. Customer must notify GLS within 30 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Customer's obligations and GLS's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, reverse engineering, static discharge, neglect, accident, modification, or has been altered in any way.
LIMITATION OF LIABILITIES
IN NO EVENT SHALL GLS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from GLS for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD GLS HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY GLS.
STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. GLS shall have no responsibility or liability for the content or use of such statements or advice. GLS technical support is provided by email and, therefore, extremely limited in scope which prevents us from the direct participation in the design, installation, or operation of any customer system.
GLS retains all intellectual property rights for hardware assemblies, circuits, software, and documentation it has developed for incorporation into its products. Nothing herein shall be construed to grant any rights or license to use any GLS intellectual property in any manner or for any purpose not expressly permitted in writing by GLS.
The Terms and Conditions may not be modified or cancelled without GLS's written agreement. Accordingly, goods furnished by GLS are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.