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Terms & Conditions
1. DEFINITIONS: As used throughout these Terms and Conditions of Sale the word 'GS' shall mean
Generic Slides; the word 'Work' shall mean the consulting and product development support, project
management, control and system level design, software and hardware development, applications
and/or components furnished by GS, the installation thereof and all things necessarily required to
place the Work and all components thereof in good working order. The word 'Order' shall mean the
Buyer's purchase order as accepted by GS for the Work to be performed. In the event of any
inconsistencies in the language within the Order and these Terms and Conditions, these Terms and
Conditions shall control.
2. DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS: GS hereby gives notice of its
objection to and shall not be bound by any different or additional terms and conditions for the
performance of the Work. GS's acceptance and performance of the Order is expressly conditioned
on the Buyer's assent to the Terms and Conditions of Sale as stated herein. The Buyer's
acceptance of or use of the Work shall be deemed to constitute such assent subject to any
incomplete items, which have been enumerated by Buyer to GS at the time of Buyer’s acceptance of
the Work.
3. SCOPE OF WORK: GS will perform the Work as set forth in its Quotation to the Buyer in a good
and workmanlike manner and at the stated price therein. Load ratings listed are based on
symmetrical loading, theoretical data, and standard definitions of the bearing industry. Maximum
load ratings and all other information provided are suggested only, and are not guaranteed or
warranted by GS. Suitability of the products for the intended use shall be solely determined by the
user, and the user shall assume all risk and liability therewith.
4. PRICE AND TERMS OF PAYMENT: the price stated in the Order shall be based on GS's time and
materials rates quoted for the Work, and any changes in the Work requested by the Buyer shall be
subject to GS's prior acceptance thereof and at GS's current pricing rates. Terms are prepaid or by
credit card, except for established accounts. Terms for established accounts are net 30 days after
shipment. Past due accounts will be subject to a monthly charge at the rate of one and one half
percent (1.5 percent) per month to cover the cost of servicing these accounts.
5. FORCE MAJEURE: GS shall use its best efforts to complete the Work within the time set forth in
the Order; however, GS shall not be liable for failure to perform or for delay in performance due to
fire, flood, strike or other labor difficulty, acts of God, acts or omissions of any governmental
authority or of the Buyer, delays in transportation, equipment breakdown, inability to obtain
necessary labor, materials, or manufacturing facilities from usual sources or due to any cause
beyond GS's reasonable control. In the event of delay in performance of the Work due to any such
cause, the date of delivery or time for its completion will be extended by a period of time reasonably
necessary to overcome the effect of such delay.
6. TITLE AND RISK OF LOSS: the Work shall remain the property of GS until delivery and/or
installation by GS. The place of delivery for the Work shall be FOB, point of shipment from the GS
facilities. Risk of loss or damage to the Work shall pass to the Buyer at the point of delivery.
7. WARRANTY: GS warrants for a period of one (1) year after the date of delivery to the Buyer that
the hardware portion of the Work will be free from defects in materials and workmanship and that the
software portion of the Work will be free from errors which materially affect the utility of the software.
Should GS be notified in writing of any failure of the hardware or software portion of the Work to
conform to this warranty during such period thereof, GS shall either correct any such nonconformity,
furnish corrected software in the medium in which it was originally supplied or, at GS's option, refund
that part of the total price allocated to the nonconforming portion of the hardware or software. The
professional services portion of the Work shall be performed in accordance with generally accepted
standards which are the custom and usage in the trade, and shall be limited solely to completion of
the hours specified in the Order. GS makes no warranty, express or implied, as to cycle time, output
or other aspects of Buyer's system performance as the same may be affected by the Work delivered
under the Order. This Warranty does not apply to any application program or set of instructions
composed by the Buyer utilizing GS provided software.
THE ONLY WARRANTIES MADE BY GS ARE THOSE EXPRESSLY SET FORTH HEREIN. ANY
OTHER ACTIONS, STATEMENTS OR DESCRIPTIONS ARISING FROM A COURSE OF
DEALING OR CUSTOM OF USAGE OR TRADE SHALL NOT BE DEEMED TO CONSTITUTE A
WARRANTY OF THE WORK OR ANY PART THEREOF. THE FOREGOING WARRANTIES ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS
OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR USE) EXCEPT OF TITLE.
8. PATENTS AND INVENTIONS: as a condition of acceptance of the Order by GS the Buyer agrees
to execute any patent or software license or sublicense which may be required in the use and
operation of the Work by the Buyer. GS reserves unto itself title and all other rights, including, but
not limited to, patent, copyright and any other intellectual property right in and to any inventions,
discoveries or other developments incorporated in or otherwise conceived or reduced to practice in
the performance of the Work.
9. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION: except as set forth
in paragraph 8 herein, GS does not confer, grant or sell to Buyer any intellectual property, patent,
copyright or other rights of GS or its vendors and subcontractors. As a condition of acceptance of
the Order by GS the Buyer agrees to execute any Proprietary or Non-disclosure Agreement required
to protect GS's confidential information which may be disclosed to Buyer during the performance of
the Work.
10. LIMITATION OF LIABILITY: notwithstanding any other provisions of the Order, GS, its vendors and
subcontractors, shall not be liable in contract or in tort (including negligence or strict liability) for loss
of profits, costs associated with business interruption, loss of use of equipment or capital, claims of
customers of Buyer or for any special, indirect, incidental, or consequential damages whatsoever.
The remedies of the Buyer set forth herein are exclusive and the liability of GS with respect to the
Order or anything done in connection therewith whether in contract or in tort (including negligence or
strict liability) or otherwise shall not exceed that part of the total price allocated to the portion of the
Work on which such liability is based.
11. APPLICABLE LAW: the Order and these Terms and Conditions of Sale shall be interpreted and
governed in accordance with the laws of the Commonwealth of Pennsylvania. |
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