PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THERE IS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO GLAZING RUBBER PRODUCTS OF GEORGIA, INC.’S SALE OF GOODS, SERVICES AND MATERIALS.
The following terms and conditions (the “Terms”) are incorporated by reference into all written Glazing Rubber Products of Georgia, Inc. (“GRP”) sales orders or quotes (“Quotes”) as if expressly set forth therein. By accepting our Quote, you are indicating your acceptance of the following Terms. GRP reserves the right to make changes to this web site and these Terms at any time, so please check the web site periodically.
1. ACCEPTANCE: GRP recognizes you may desire to use your own form of acknowledgment or acceptance of a Quote. However, the use of any such form shall be for your convenience only. No modification of the Terms shall be effected by the acknowledgment or acceptance of a purchase order, shipping instruction form, bill of lading, or any other document containing terms or conditions at variance with or in addition to those set forth herein. All such varying or additional terms are hereby objected to and rejected by GRP and deemed waived by you. BY ORDERING FOR SHIPMENT ANY PRODUCT UNDER A QUOTE FROM GRP YOU AGREE TO ALL THE TERMS CONTAINED HEREIN. Furthermore, you shall be deemed to have accepted the product and agreed that the product is free from all defects in materials and workmanship and conforms in all material respects to your technical specifications upon the earlier of (a) the date of installation of the product or (b) three (3) days following the delivery of the product.
2. PRICE – PAYMENT
a. All prices quoted by GRP are good as of the date of the Quote and for a period of thirty (30) days thereafter.
b. GRP shall have the continuing right to approve Buyer’s credit. GRP may at any time demand advance payment, satisfactory security or a guarantee of prompt payment, and if such is refused, GRP may terminate this Agreement, refuse to deliver any undelivered goods, and Buyer may immediately become liable to GRP for the unpaid price of all goods delivered and for damages.
c. Buyer agrees to pay a service charge of one percent (1%) per month , commencing thirty (30) days following invoice. Buyer’s payments on overdue invoices shall be applied first against accrued service charges. Buyer agrees to pay all of GRP’s costs of collection of overdue invoices, including reasonable attorney’s fees.
3. DELIVERY: All products sold by GRP are delivered FOB Dawsonville, Georgia. You will take title to the products at GRP’s loading dock and all risk of loss for the goods will pass to you at that point.
4. DAMAGES. TO THE MAXIMIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRP’S SOLE LIABILITY IS EXPRESSLY LIMITED TO, AND SHALL IN NO EVENT EXCEED, THE AMOUNTS RECEIVED BY GRP WITH RESPECT TO THE SPECIFIC DEFECTIVE MERCHANDISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTELLECTUAL PROPERTY INFRINGEMENT OR THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND IN NO EVENT SHALL GRP BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING FROM THE RELATIONSHIP BETWEEN GRP AND YOU. THE PARTIES FURTHER AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED. BUYER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
5. ENTIRE AGREEMENT. This agreement constitutes the entire agreement between GRP and Buyer and supersedes all prior or contemporaneous promotional material, contracts, agreements, statements, promises, representations, warranties, purchase orders or quotations, whether written or oral. These Terms and Conditions may not be amended, altered or modified except in writing by an authorized signatory or Seller. No other purported additions, amendments, alterations or modifications by Buyer or any other person, whether oral or written, shall be binding on GRP, regardless of GRP’s failure to object or GRP’s shipment of products. In the event of a conflict between these Terms and Conditions and any other part of this Agreement, these Terms and Conditions shall govern.
6. GOVERNING LAW, JURISDICTION, AND VENUE: This agreement shall be governed and construed according to the laws of the state of Georgia, exclusive of conflicts of laws provisions that would permit or require the application of laws of a different jurisdiction. The 1980 United Nations Convention of Contracts for International Sale of Goods hereunder shall not govern the rights or obligations of the parties. Buyer agrees that any action for enforcement of this agreement or any other dispute arising hereunder shall be filed exclusively in courts sitting in Dawson County, Georgia, and buyer hereby consents and waives any objection to the jurisdiction and venue of such courts and arbitrators. Any action hereunder for breach of warranty or contract must be commenced not later than one year from the date on which such action accrues or be forever banned.
7. NOTICES. All notices, requests or other communications hereunder to GRP shall be in writing and shall be deemed to be duly given or made when delivered to GRP to the attention of Steve Sanvi, President, at 71 Easy Street, Dawsonville, Georgia 30534. All notices, requests, or other communications hereunder to You shall be in writing and shall be deemed to be duly given or made when delivered to You at the address provided by you for such purpose, or if no such address has been provided, to the address shown on your purchase order.