Policies of Purchasing, Delivery and Warranty
All policies and prices are current as of May 1, 2010, and are subject to change without notice. The Terms and Conditions of Sale as outlined herein, or any quote, which by definition is submitted with the Terms and Conditions of Sale (together, the “Contract”) form the agreement between Griplock® Systems, LLC. (“Griplock®”) and the customer (“Buyer”) to which the Terms and Conditions of Sale, or any quotes are delivered. Griplock®’s published Terms and Conditions take precedence over any terms and conditions that the Buyer may have included in their own purchase orders.
Buyer forms and accepts a Contract with Griplock® by: (a) executing a separate agreement with Griplock®, which incorporates the Terms and Conditions outlined herein, (b) submitting a purchase order for Products (defined below) with quantities and delivery dates acceptable to Griplock®; (c) accepting delivery of the Products; or (d) paying the price for the Products, whether prior to delivery or not, as agreed to by both parties and/or set forth in the quote, order confirmation or invoice. The Contract is deemed to be accepted by Buyer at the time any of one of these four methods occurs. All purchasing agreements (Contracts) with Griplock® incorporate the Terms and Conditions herein unless specifically stated otherwise in writing.
Buyer agrees to purchase, and Griplock® agrees to manufacture and sell, the products (“Products”) described in a quote, or if none, pursuant to any orders placed by Buyer and accepted by Griplock® under the Contract. To the extent Buyer provides any product specifications to Griplock®, Buyer grants Griplock® the right to use any such specifications to fill any orders placed by Buyer in connection therewith. All orders shipped to Buyer by Griplock® are non-returnable unless the Products are determined to be defective as described in this contract, or a Return Merchandise Authorization (RMA) has been issued by Griplock® as a courtesy, or for other reasons not described.
Griplock® shall make all reasonable attempts to keep in reserve Products deemed as “stock.” Buyer acknowledges Products deemed as “stock” are not guaranteed to be in stock and Griplock® shall not be in default of performance due to a delay in shipment if “stock” Products are not readily available. Griplock® Systems cannot be held liable for excess freight charges incurred for expediting any Products at Buyer’s request.
Lead Times/Delivery Schedules
Griplock® shall make all reasonable efforts to meet Buyer’s delivery schedule. Buyer shall agree to make all reasonable efforts to provide sufficient lead-time on all orders. Same day shipments can be accommodated dependant upon current workload and may be subject to a “Rush” charge. Cut-off time for same day shipments is 12:00 pm Pacific Time.
Should Griplock® not be able to perform, Buyer is merely entitled to withdraw from the Contract without claims to damages or later delivery, respectively.
Stocking & Blanket Order Programs
There are Stocking & Blanket Order programs available to insure the availability, price and delivery schedules of Products. Please talk to your Account Manager about these options.
QuickShip Products are certain staple Products that Griplock® attempts to keep in stock at all times, and can normally be shipped within 24 hours. Griplock®, however, shall not be liable for any delay in shipping orders containing QuickShip Products that cannot be shipped within this 24 hour period. Products designated as QuickShip are subject to change without notice.
Griplock® accepts faxed or emailed Purchase Orders only. Verbal orders are discouraged. In case of a verbal Purchase Order, the Buyer accepts the subsequent Order Confirmation as an agreement between the Buyer and Griplock®. Order Confirmations are sent prior to shipment of any Products. If an Order Confirmation has not been returned to the Buyer, Griplock® shall not be responsible for delay in shipment of Products, as this may be an indication that Griplock® has not received Buyer’s Purchase Order.
Griplock® will consult with Buyer on the design of customized Grippers, Suspension Kits or any other Products. Any subsequent ideas for new or improved Products or technologies, Product enhancements, designs, materials or new Product names are the exclusive property of Griplock®, and may not be divulged, reproduced, copied or used as the basis for the manufacture or sale of apparatus without the express written authorization of Griplock®. Buyer shall acknowledge that customized Grippers and certain other Products may take up to 4 months to manufacture, in addition to development time. Buyer shall also acknowledge that there may be consultation and engineering fees, as well as other set-up charges associated with such development. All Special Orders and Custom Orders are final.
Buyer hereby assigns to Griplock® all rights (including intellectual property rights), title and interest it may now or hereafter possess in and to the Griplock® Technology and in any derivative works of, and improvements to, the Products. Buyer also agrees to execute all documents, and take all actions that may be necessary to effect such assignment. Griplock® is under no obligation to disclose any of the Griplock® Technology to Buyer for any reason.
Griplock® does not accept orders under the amount of $100.00 USD excluding shipping charges. A special handling charge may be added to smaller orders to reach the $100 USD minimum.
NO RETURNED GOOD SHALL BE ACCEPTED WITHOUT A RETURN MERCHANDISE AUTHORIZATION (RMA) ISSUED BY GRIPLOCK.
Griplock®, at its sole discretion, may accept returns under the following conditions:
- Goods are Stock items.
- Goods are returned at Buyer’s expense.
- Goods are returned within 15 days from the issuance of an RMA.
- Goods were purchased within the 30 days previous to the issuance of an RMA.
- Goods are deemed re-saleable.
- Goods are unused and undamaged.
Upon inspection and acceptance of goods by Griplock®’s Quality Control Department, a Credit Memo will be issued. Credit Memos shall then be applied to future orders only, not to existing invoices. Credit must be redeemed within 1 year from the date of the Credit Memo. There will be no cash refunds. All returned goods are subject to a re-stocking charge. The schedule of re-stocking charges is as follows:
- Bulk-shipped stock items – 20%
- Bulk-shipped assemblies of stock items – 30%
- Packaged sets of stock items – 35%
- Proprietary or custom parts – 40%
Griplock®’s publications containing pricing information are offered as sources of general information, and are neither quotations nor offers to sell the product at the specified price. Prices exclude all federal, state, or local taxes, as well as shipping and handling charges. Such prices are subject to increase by the amount of any shipping and handling charge, and any such tax (excluding tax on net income) that Griplock® may be required to collect or pay upon the sale or delivery of the Products. Prices are, and all payments shall be made, in the currency set forth in the quote, order confirmation or invoice.
Unless otherwise expressly agreed to, written quotations are void unless accepted within 30 days from the date of issue. Griplock® publications containing pricing information are offered as sources of general information, and are neither quotations nor offers to sell Product at the specified price.
Griplock® provides a limited amount of Product samples, usually free of charge. Samples are sent via UPS GROUND. If an alternative service is required, Buyer is to provide a shipping account number.
NOTE: Multiple samples may be treated as a regular purchase for which a purchase order will be required.
Terms of Payment
Our standard terms for established credit accounts are Net 30 unless otherwise agreed upon by Griplock®. All other accounts are Credit Card, COD or Pre-payment. New credit applications will be handled in an expedient manner, but may take up to 14 days for processing and final approval. Griplock® reserves the right to withhold all shipments if the Buyer’s current account balances are not paid under the agreed-to payment terms or if the buyer has exceeded its credit limit. Such shipments, if sanctioned, will require pre-payment.
Unless otherwise stated in a quote, (a) all domestic deliveries shall be made F.O.B. from Griplock®’s warehouse in Carpinteria, California, USA, and risk of loss of such Products shall transfer to Buyer upon delivery to the freight carrier; and (b) all international deliveries shall be made Ex Works Griplock® (Incoterms 2000), and, unless otherwise stated in a quote, Griplock® shall present the Products to the carrier, and risk of loss of such Products shall transfer to Buyer upon presentation.
Orders for stocked “bulk” product (not including kits) are usually shipped within 48 hours of receipt unless express delivery is specified. Griplock® will attempt to meet the requirements of Buyer’s delivery schedule and Griplock® shall not be in default of performance due to a delay of reasonable duration resulting from any cause.
Buyer shall pay, or reimburse Griplock® for all amounts due for import and export licenses and permits, custom charges and duties, penalties, freight, insurance and other shipping expenses.
Unless otherwise instructed, selection of carrier and routing of all shipments shall be at Griplock®’s discretion. Shipment dates for export sales are approximate and are subject to receipt of all necessary Buyer information, and all necessary licenses, permits and other documents.
As a general rule on Buyer’s behalf, Griplock will insure all Products during transfer with carriers engaged by Griplock. The freight insurance will be billed to the Buyer at current rates. Griplock will not insure Products if (a) Buyer specifically instructs Griplock not to do so, (b) Products travel “collect” on Buyer’s own shipping account, or (c) Buyer engages its own carrier.
Griplock® shall not be held responsible for Shipments that are lost or undelivered due to an incorrect or illegible ship-to address on the original Purchase Order. Any excess shipping charges incurred as a result shall be billed to and paid by Buyer.
Shipping & Handling Fees
Shipments of Art Track and other oversized materials are subject to additional shipping and handling charges to cover shipping materials and handling fees imposed by shipping companies.
Griplock® shall not be liable for any delays in the delivery of Products, due in whole or in part, directly or indirectly, to fire, acts of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any other circumstance beyond Griplock®’s reasonable control.
Inspection & Acceptance
Buyer must inspect delivered Products and report claims for any transit damages or shortages in writing within 5 business days of delivery, or the Products shall be deemed irrevocably accepted and such claims shall be deemed waived.
Title to Products shall stay with Griplock® until Griplock® receives payment in full for such Products. Buyer hereby recognizes that Griplock® retains all rights, title and interest in (a) all intellectual property rights in and to the Products; (b) all processes, methods, formulas, ingredients, designs, procedures and other practices used by Griplock® or relating to the manufacture and sale of the Products, including all intellectual property rights therein; and (c) all of Griplock®’s equipment and tooling used in the manufacture and sale of the Products, including all intellectual property rights therein, (collectively “Griplock® Technology”). Buyer hereby assigns to Griplock® all rights (including intellectual property rights), title and interest it may now or hereafter possess in and to the Griplock® Technology, and in any derivative works of and improvements to the Products. Buyer also agrees to execute all documents, and take all actions that may be necessary to effect such assignment. Griplock® is under no obligation to disclose any of the Griplock® Technology to Buyer for any reason.
Limited Warranty & Remedies
Griplock® warrants to Buyer that the Products shall be free from defects in materials and workmanship. Any claims for breach of the foregoing warranty shall only be valid if Buyer makes such claim within one (1) year of the date of shipment of the Product to which the claim relates, or such shorter period specified on a quote, if any, by notifying Griplock®’s Sales Department in writing and obtaining a Return Merchandise Authorization number for the return of the Products (which is to be referenced on all return shipping documents). Buyer’s exclusive remedy and Griplock®’s sole liability for any breach of the foregoing warranty shall be for Griplock®, at Griplock®’ sole option, to repair, replace or modify the defective Product, or refund to Buyer the purchase price paid by Buyer for the defective Product. The warranty service shall be performed at Griplock®’s factory or elsewhere at Griplock®’s discretion. In order to receive the warranty service, Buyer must return the defective Product within 30 days of notification from Buyer hereunder. All warranty claims will be handled pursuant to Griplock®s’ standard RMA procedures. If Griplock® determines that the original Products were not defective, Buyer shall reimburse Griplock® all costs of handling, transportation and repairs at Griplock®’s prevailing rates. All defective Products returned under this warranty which are replaced or for which a refund is given to Buyer shall become Griplock®’s property. THE WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES AND Griplock® HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR PARTICULAR USE. Any repair or attempt to repair Products by anyone other than an authorized representative of Griplock® automatically voids any warranty on those Products. Parts provided by Griplock® are not intended for use in (a) the outdoors, (b) chemical-laden environments such as indoor swimming pools, (c) adjacent to HVAC vents, in windy or other moving-air environments which will cause the Product to oscillate, (d) locations subjected to water or excessive humidity, (e) human implantation, and (f) aircraft applications. The warranty shall also be void if Product is not installed according to our published Installation Instructions and Specifications or if Products are altered and/or combined with 3rd party products not approved by Griplock®. Buyer may request free samples for testing and evaluation.
Buyer shall indemnify and hold harmless Griplock® from all losses, claims, damages, expenses or liabilities of any kind (including attorney’s fees and court costs) resulting from or arising out of any violation of these Terms and/or any intentional wrongful use by Buyer of the Products.
Limitations On Liability
Griplock® shall not be liable for any loss or damage caused by delay in furnishing the Products. UNDER NO CIRCUMSTANCES SHALL Griplock® BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL) WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS UNDER OR AS A RESULT OF THIS CONTRACT OR THE PRODUCTS, IRRESPECTIVE OF WHETHER Griplock® HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL Griplock®’s AGGREGATE LIABILITY UNDER OR AS A RESULT OF THIS CONTRACT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER FOR THE PRODUCTS PURCHASED UNDER THIS CONTRACT. The parties agree that the limitations on liability set forth in this Contract are independent of any exclusive or limited remedies, and shall survive and apply even if such remedies are found to have failed of their essential purpose. No action, regardless of form, arising out of the transactions under this Contract may be brought by Buyer more than 1 year after the events which gave rise to the cause of action occurred.
Griplock® may terminate this Contract or orders placed hereunder with notice to Buyer if (a) Buyer fails to pay when due any sums payable hereunder and such failure continues for ten (10) days after the due date or (b) Buyer materially breaches its obligations hereunder, other than the payment of money, and such breach continues for a period of twenty (20) days after receipt by Buyer of written notice from Griplock® specifying such breach. Buyer may not cancel all or any portions of an order for which Products have been specially produced, are under production or have been shipped.
Griplock®’s Products are components designed and manufactured to specifications developed, maintained, and controlled by Griplock®. For the purpose of processing orders, Griplock® requires no proprietary information from Buyer, and specifically requests that buyers refrain from including any information that may be considered proprietary. Buyer agrees that all non-public information furnished to Buyer by Griplock®, including any variations in pricing from Griplock®’s standard prices for Products is proprietary to Griplock® and such information shall be held in confidence and shall not be used or disclosed by Buyer without Griplock®’s prior written consent. Buyer shall enforce against its employees and agents these obligations of confidentiality.
Export Regulations; Permits
Buyer will comply with the provisions of the United States Government’s Export Administration regulations and related documentation requirements and internal control procedures. Buyer shall be responsible for obtaining any necessary export or import licenses and permits.
Applicable Law; Venue
This Contract shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of California. The parties expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods to this Contract. Any action at law, suit in equity, or judicial proceeding of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from this Contract or the relationship between the parties shall be litigated only in the state or federal courts located in the City and County of Santa Barbara, California and the parties waive any right they may have to challenge the jurisdiction of this court or seek to bring any action in any other forum, whether originally or by transfer, removal, or change of venue. The losing party in a lawsuit shall pay its own and the prevailing party’s attorney’s fees and expenses.
This Contract and any other agreement or document entered into by the parties which incorporate these Terms and Conditions by reference, constitute the final, complete, exclusive and entire agreement between the parties and supersede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Contract. The failure of Griplock® to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of such provisions nor the right of Griplock to enforce such provisions in the future. Buyer may not assign any rights under this Contract or this Contract in whole or in part without the prior written consent of Griplock®. Any prohibited assignment shall be null and void. This Contract shall inure to the benefit of successors in interest and permitted assigns. Griplock® may subcontract any of its obligations hereunder. If any provision of this Contract is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. The parties may only modify this Contract in a writing signed by both parties.