German Advanced Composites Inc. „GAC“
Terms and Conditions Effective from 01.11.2012
1. DISCLAIMER OF WARRANTIES. GAC does not manufacture but distributes products manufactured by others. All information contained in the web site of GAC is based on data considered to be accurate according to present technical knowledge and is intended for use by persons having technical skills, at their own discretion and risk. Since conditions of use are outside our control, we can not assume liability for results obtained or damage incurred due to misuse, nor can we assume customer liability. All technical advice, ecommendations and services provided by GAC are based on technical data which GAC believes to be reliable and are intended for use by persons having the skills and know how, at their own discretion and risk. It is up to the buyer to study and determine that the products being purchased can be applied correctly. In no event will the seller be liable for any consequential damages arising out of the use of our products. Before using the products please refer the users instruction manual. Additionally we recommend preliminary tests.
2. OFFER AND ACCEPTANCE. These Standard Terms and Conditions govern all transactions between GAC and the Buyer and supersede any terms and conditions in any of Buyer’s documents. You may submit, accept or confirm orders using your form documents, provided, however, that no terms or conditions therein shall apply. If any form document you submit to GAC constitutes an offer or acceptance of an offer to purchase products from GAC, these Standard Terms shall govern the resulting contract. Your acceptance of any offer by GAC to sell products to you must be limited to these Standard Terms and the additional terms set forth by GAC in such offer.
3. PRICE, QUANTITY AND SUBJECT MATTER. The price, quantity and subject matter of the products to be provided are specified on the applicable GAC order confirmation or invoice. Prices do not include shipping, insurance, sales or excise taxes, customs or duties; such charges may be separately itemized on the invoice and shall by paid by Buyer. The quantities and weight of products shown in the order confirmation or invoice shall govern all disputes between the parties, unless Buyer gives notice of shortage to the agent of delivering carrier and GAC within 24 hours after receipt of products by Buyer. A restocking charge of 10% will be assessed on returned goods.
4. PAYMENT TERMS. If GAC extends credit to you, payment is due within thirty days of invoice unless otherwise agreed upon with GAC. (Terms are subject to credit approval) Any and all clerical or stenographic errors on the invoice are subject to correction by GAC at any time. GAC may assess a finance charge against amount owed by you at the monthly rate of 1.5% (or the maximum rate permitted by law) for each month that payment is late. You agree to pay GAC’s reasonable costs of collection, including attorney‘s fees for delinquent accounts. Title to the products sold hereunder shall remain with GAC until the entire purchase price and all other charges and expenses are paid. Until full payment is made GAC shall also have continuing senior security interests in all products delivered to Buyer, as well as all proceeds, replacements, or substitutions of the products. Upon default by the Buyer for any reason, GAC may, without notice to the Buyer, declare all liabilities and obligations immediately due and payable and shall have all rights and remedies of a secured party under the Uniform Commercial Code.
5. DELIVERY. Unless otherwise specifically provided, delivery of products is ex works GAC’s shipping point. Risk of loss or damage shall pass to Buyer upon delivery of the products by GAC to a carrier. Delivery, shipment and other performance dates are estimates only, and in no event shall GAC have any liability for loss of use or for any direct, consequential, or incidental damages resulting from any delay or failure in delivery, regardless of the reason(s) for such delay or failure.
6. RETURN POLICY. In order to initiate a return please note the following guidelines: A 10% restocking charges will be applied to any goods returned within 30 days of invoice date. Approval is required by Email to authorize return. Items must be in unopened containers or packages in salable condition. Special order items are NOT returnable. Customer is responsible for the shipping charges to return products back to us. Outgoing shipping charges billed on original invoice are not refundable. No returns will be accepted after 30 days. Packages that are refused upon delivery are subject to a 10% re-stocking fee as well as outgoing shipping costs are not-refundable.
7. LIMITATION OF LIABILITY. GAC shall not be liable to you or any other party for any direct, indirect, special, incidental or consequential damages (including, but not limited to, lost profits, lost sales, damages from delayed or failed shipment, or third party claims) arising from transactions between you and GAC, nor from handling use, storage methods, or possession of its products. You agree that GAC is not liable for any damage claims connected with the applicability or accuracy of any advice or information, written or oral, given by GAC, its agents or employees for gratis.
GAC’s total liability, wether in contract or tort (including negligence and strict liability) or otherwise, arising out of transactions with you shall not exeed the actual price paid for the specific product or service giving rise to the liability.
8. INDEMNIFICATION. Buyer agrees to indemnify and hold harmless GAC, its affiliates, and employees and agents of any of them, from and against any and all actual or threatened liabilities, damages, losses, demands, judgments, causes of action, claims (including but not limited to, claims of patent, copyright and/ or trade secret. infringement), expenses, and costs ncluding attorney‘s fees and investigation, fines, penalties, and any other charges which arise from or relate to Buyer‘s actual or intended use of the products.
9. UNFORESEEN CIRCUMSTANCES. All orders are subject to cancellation by GAC without liability in the event of any material adverse change in the cost or availability of materials or other unforeseen circumstances. Neither party shall be liable for any delay or failure to perform due to causes beyond reasonable control, including, without limitation, any acts of God, wars, fires, floods, accidents, labor disputes, shortages, governmental actions, or equipment failures.
10. MODIFICATIONS. No amendment change, alteration, modification, or waiver of any of the provisions hereof shall be binding on GAC unless made in writing and signed by an authorized representative of GAC. Failure of GAC to enforce any rights arising under the contract, including a breach or default by Buyer, shall not be construed as a waiver of any other rights of GAC or any other breach or default by Buyer. Should Buyer breach this contract in any manner, Buyer shall be liable to GAC for all costs and expenses incurred by GAC as a result, including reasonable attorney‘s fees. GAC reserves the right to assign or subcontract any or all of its rights and obligations hereunder, without the consent of the Buyer, and without notice to the Buyer. The rights and obligations of Buyer hereunder may not be assigned without the prior written consent of GAC.
11. COMPLIANCE WITH U.S. EXPORT CONTROL LAWS AND REGULATIONS. Unless otherwise expressly agreed, Buyer shall be responsible for obtaining any licenses or authorizations from the Commerce Department’s Bureau of Industry and Security (BIS), and the Treasury Department’s Office of Foreign Assets Control (OFAC), which may be required prior to export of the products from the United States, or re-export to a third country. Buyer shall immediately notify GAC if Buyer is listed on the BIS Denied Parties List or if Buyer‘s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or foreign government entity or agency. Failure of the US government or any other government to issue any required export or import license, or withdrawal/termination of a required export or import license by the US government or any other government, shall not relieve Buyer of its obligations hereunder.
12. GOVERNING LAW. Buyer agrees that jurisdiction and venue of any legal action relating to the transactions shall be in the State of Florida.