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G2
Automated Technologies, LLC.
Terms & Conditions
No order shall be binding upon G2 Automated
Technologies, LLC., or any of its
subsidiaries until the order has been
accepted by G2 Automated Technologies, LLC.
in a formal written order acknowledgment on
G2 Automated Technologies, LLC. letterhead.
Acknowledgment of receipt shall not be
deemed acceptance of the order. All orders
must be consistent with established lead
times.
Terms of payment are net thirty (30) days
from Invoice date; prices do not include any
taxes, freight, handling, duty or other
similar charges that will also be charged to
Customer. Freight charges may be constructed
on the basis of standard carrier tariffs and
may not reflect actual transportation costs.
Customer is solely responsible for
compliance with all import regulations.
G2 Automated Technologies, LLC. reserves the
right to modify terms prior to shipment,
require payment in advance, or delay or
cancel any shipment or order by reason of
Customer’s creditworthiness or should
Customer fail to fulfill any obligation when
due.
In the absence of prior agreement as to
ship, G2 Automated Technologies, LLC. Will
select a carrier. G2 Automated Technologies,
LLC. responsibility for any loss or damage
ends when products are delivered to the
carrier for delivery to either Customer or
to Customer’s agent. Customer will pay for
storage charges if G2 Automated
Technologies, LLC. holds products at
Customer’s request pending instructions or
rescheduled delivery. All product purchases
shall be deemed irrevocably accepted upon
delivery to the carrier. Title will pass the
Customer upon such delivery to the carrier
(except for software, firmware and
associated intellectual property rights,
which do not transfer absent a subsequent
written agreement signed by both parties.)
No order may be cancelled, rescheduled or
reconfigured without advance written consent
from G2 Automated Technologies, LLC.
Customer agrees to be liable for any and all
additional costs and expenses incurred by G2
Automated Technologies, LLC. as a result of
any cancellation that occurs after the
cancellation time period appearing on the
face of this document.
Prices are subject to change by G2 Automated
Technologies, LLC. upon Customer
rescheduling or reconfiguration of orders.
Prices are also subject to change in
response to supplier price increase,
whereupon, Customer may cancel the
undelivered portion of any affected order by
delivering written notice to G2 Automated
Technologies, LLC. prior to the shipment
thereof and within ten(10) business days of
its receipt of notice of the price increase.
WARRANTY-G2 Automated Technologies, LLC.
warrants to Customer that for the period
listed on the face of the attached order
form, beginning on the date of shipment (or
if no time period appears, then for a period
of twenty four months from the date of
shipment), the G2 Automated Technologies,
LLC. products will be free from defects in
materials and workmanship. The Customer has
a period of ninety (90) days from the date
of shipment to inform G2 Automated
Technologies, LLC. in writing if the G2
Automated Technologies, LLC. products as
delivered do not conform in all material
respects to the product specifications in
effect at the time of shipment. Customer
must notify G2 Automated Technologies, LLC.
in writing of any material nonconformance
during the warranty period or Customer
waives any such claim of warranty. G2
Automated Technologies, LLC. reserves the
right to examine any allegedly nonconforming
product and perform a failure analysis to
determine if the alleged nonconformance is a
result of defective materials or
workmanship, or does not exist or was caused
by improper use or installation or damage in
transit or while in the control of Customer
(in which case Customer shall have no right
to any remedies hereunder). If G2 Automated
Technologies, LLC. determines that the
nonconformance was due to defective
materials or workmanship, G2 Automated
Technologies, LLC. will issue a return
authorization (“RMA”) for the nonconforming
products, and Customer will return the
nonconforming unit(s) to a G2 Automated
Technologies, LLC. designated repair
facility in accordance with the instructions
set forth in the RMA. G2 Automated
Technologies, LLC. may, at its option,
either (1) repair or replace nonconforming
products, at its own cost, and return the
conforming products to Customer, or (2)
credit Customer for any nonconforming
products. Any such repair or replacement
provided to Customer will not extend the
original warranty period for the products in
question. The foregoing sets forth G2
Automated Technologies, LLC. sale and
exclusive obligation and Customer’s sole and
exclusive remedy for any breach of the
foregoing warranty. Customer shall bear all
risk of loss or damage to returned goods
while in transit. In the event no defect or
breach of warranty is discovered by G2
Automated Technologies, LLC. upon receipt of
any returned item, the item will be returned
to Customer at Customer’s expense and
Customer will reimburse G2 Automated
Technologies, LLC. for the transportation
charges, labor, and associated charges
incurred in testing the allegedly defective
item.
DISCLAIMER—WITH THE EXCEPTION OF THE EXPRESS
WARRANTIES LISTED IN THIS DOCUMENT, G2
Automated Technologies, LLC. MAKES NO
WARRANTY, IMPLIED OR EXPRESS. G2 Automated
Technologies, LLC. EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS, IMPLIED AND STATUTORY
INCLUDING THE IMPLIED WARRANTY OF
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR
PURPOSE. CUSTOMER AGREES THAT ANY WARRANTIES
NOT EXPRESSLY GRANTED IN THIS DOCUMENT ARE
WAIVED.
LIMITATION OF LIABILITY—IN NO EVENT SHALL G2
Automated Technologies, LLC. BE LIABLE TO
CUSTOMER, OR ANY PERSON OR ENTITY CLAIMING
BY THROUGH OR UNDER CUSTOMER, FOR ANY
ECONOMIC OR NONECONOMIC, INDIRECT, SPECIAL,
CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES
(INCLUDING WITHOUT LIMITATION, LOSS PROFITS,
WORK STORAGE, LOSS OF GOODWILL, FAILURE OR
MALFUNCTION) OF ANY KIND WHATSOEVER, HOWEVER
ARISING, WHETHER IN CONNECTION WITH THE
FURNISHING OF PRODUCT, PARTS, OR SERVICES
HEREUNDER, OR THE PERFORMANCE, USE OF , OR
INABILITY TO USE ANY PRODUCTS, PARTS, OR
SERVICE, OR OTHERWISE, WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHERLEGAL THEORY,
AND WHETHER OR NOT G2 Automated
Technologies, LLC. HAS BEEN ADVISED OF THE
POSSIBILITY OR LIKELIHOOD OF ANY SUCH
DAMAGES.
Unless otherwise stated in this document,
the parties agree to apply Texas law to any
interpretation of this agreement, and venue
for any applicable action shall be in Dallas
County, Texas. All claims, disputes and any
other matters in question arising out of, or
relating to this agreement, that are in
excess of $5,000 shall be decided by a
Dallas County Court, State Of Texas.
The parties agree and over that this
agreement is the product of mutual
negotiations, and as such, no rule strictly
construing this agreement against the
drafting party shall apply.
This document fully integrates and
supersedes any and all prior negotiations,
both written and oral. This agreement may
only be. This agreement may only be modified
by a subsequent written instrument, signed
by both parties.
Any required notices shall be given in
writing at the address of each party set
forth in this quotation, or to such other
address as each party may substitute by
written notice to the other and shall be
deemed given upon personal delivery or three
days following deposit in the mail.
G2 Automated Technologies, LLC. failure to
or delay in exercising any of its rights
hereunder shall not constitute or be deemed
a waiver or forfeiture of such rights. All
waivers must be in writing. Any waiver or
failure to enforce any provision of this
Agreement on one occasion will not be deemed
a waiver of any other provision or of such
provision on any other occasion.
Customer’s relationship to G2 Automated
Technologies, LLC. is that of an independent
contractor, and neither party is an agent or
partner of the other.
If any provision of this Agreement is
unenforceable, such provision will be
changed to accomplish the objectives of such
provision to the greatest extent possible
under applicable law and the remaining
provisions will continue in full force and
effect.
Customer may not assign or delegate this
Agreement or its rights or duties
hereunder(by operation of law or otherwise)
without the prior written consent of G2
Automated Technologies, LLC. Any assignment
not in conformity with the foregoing will be
null and void.
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