GPI STANDARD TERMS AND CONDITIONS
All goods and services (the “Services”) furnished by GPI (the “Company”) and all of the Company’s quotations, order acceptances, and sales are conditioned on the Customer’s assent to these Standard Terms and Conditions of Sale. These Standard Terms and Conditions of Sale may not be varied or waived except by express written agreement signed by an officer of the Company. The “Customer” shall include the entity identified in the quote and purchase order and their agents and third party suppliers that ship parts to the Company on behalf of the Customer.
1. Acceptance. Quotations shall become void if not accepted by the Customer within (30) days from the date sent by the Company. The Customer’s order must indicate acceptance of this proposal and be signed by a duly authorized agent of the Customer – use of our online quote system shall signify your acceptance of and compliance with the foregoing. The resulting contract (the “Contract”) shall in all respects be governed and its terms interpreted according to the laws of the State of Maryland without regard to its law of conflicts of law.
2. Terms and Conditions. This quotation, upon being executed by both the Company and the Customer, constitutes the entire contract between the parties hereto with respect to price, work, material, goods, and Services specified herein. Verbal instructions or agreements relative to, or altering this quotation (and the resulting Contract) in any way, will not be recognized, and no changes shall be made except in writing, signed and dated by both the Company and its Customer. In the event of conflict in language between the terms and conditions of our Quotation and the terms and conditions in any resulting Purchase Order, or similar document, from the Customer to the Company, the terms and conditions stated herein shall control.
3. Payment Terms. All terms of payment shall be as follows: one half (50%) upon acceptance, and one half (50%) prior to the delivery of any work product/Deliverable(s). Payment shall be made in good funds (U.S. Dollars) without set off or deduction, and inclusive of any bank, wire transfer, or other similar fees. If goods/Services ready for shipment/performance on or after the scheduled shipping date cannot be shipped or performed because of Customer’s delay, or for any other reason beyond the Company’s reasonable control, payment shall be made upon notification to Customer that the goods/Services are ready for shipment/performance, or as otherwise specified by Company in writing. Company may decline at any time either to accept the order until Company has received payment for prior Services or products. Unpaid balances (those not received within thirty (30) days) shall bear interest from the due date at the rate of one and one-half percent (1½%) per month but in no event to exceed the maximum rate allowed by law. Customer understands and agrees that Services will not be performed if Company has not received timely payments as required herein above, and title to any item, product or Service shall not transfer until final payment has been accepted. Use of any product/Service that has not been paid for is not permitted and shall be subject to civil and/or criminal prosecution.
4. Delays and Damages. Company shall attempt to provide Services in accordance with its quotation, but if for any cause Company fails to make such deliveries or to make them within the time stated, or cancels any order, the Company shall not be liable for any loss or damage resulting from any such failure or delay in delivery, or from any such cancellation or for loss of use or loss of profits, or for any other consequential, incidental or special damages on account of delay in delivery. This includes the timely delivery of Services provided by the Company’s contractors.
5. Cancellation or Modification. Any order accepted by Company may be canceled or modified by Customer only upon the written approval of Company. Upon cancellation or modification, Customer shall reimburse Company for all expenses incurred by Company in connection with such order, including without limitation for engineering, drawings, materials, labor, general administrative costs, overhead, and profit.
6. Termination. In the event of the termination of this Contract by the Customer, the Customer agrees that it shall forfeit all previously paid fees. If Customer fails to pay the Company any amounts due under any Contract, the Company may at its option stop performing the Services until all past due payments have been received and Customer has posted a bond or letter of credit satisfactory to the Company for payment of all amounts that will thereafter become due to the Company under all Contracts; or the Company may elect, at its option, to declare a forfeiture of this Contract with interest at current rates and retain any payments received as liquidated damages. Remedies provided for in this section shall not prevent the Company from exercising its right under the laws of Maryland or any other right that it may have at law or in equity.
7. Limitation of Liability. The Company’s liability on any claim of any kind, including negligence, strict or product liability, or breach of warranty or contract, for any loss or damage arising out of or connected with this contract, or the performance or breach thereof, or the manufacture, sale or use of the goods/Services furnished hereunder shall in no case exceed the amount paid to the Company for the Services which gives rise to the claim, and shall not include any liability for any consequential, incidental or special damages, loss of property or production, loss of profit or for other costs. Without prior written authorization (which must include a fixed dollar limit) by an officer of the Company, the Company will not be financially liable for Customer processing fees, sorting fees, premium freight, or any other direct or indirect charges by the Customer.
8. Reliance Upon Customer’s Information. In the preparation of the quotation and the goods/Services, the Company has relied on information supplied by Customer. In the event such information is inaccurate, the Company shall not be liable for any claim resulting from such inaccurate information, including without limitation negligence, strict or product liability, or breach of warranty or contract, with respect to the goods/Services, the performance or breach of this contract, or any defects of design, material or workmanship.
9. Price Adjustments. The price of the goods/Services shall be as set forth in this quotation, but the Company reserves the right to adjust the price due to an increase in the Company’s costs, a 20% or more reduction in the originally quoted annualized volume, if Customer supplied information is inaccurate or the quote assumptions are inaccurate, or if there is any delay or change in the nature and sequence of work that comprise the Services. The Company’s price adjustments shall reflect (a) changes in the Company’s cost to purchase raw materials and labor included in the goods/Services; (b) changes to the specifications for the goods/Services; or (c) any other appropriate factors.
16. Discount. In the event that this Quotation provides for a discount for prompt payment, the time allowance will begin with the date of receipt by Customer of an invoice.
17. General. Any representation, warranty, course of dealing or trade usage not contained or referenced herein will not be binding on the Company. (a) Entire Agreement. This Contract, together with any affixed schedules or exhibits, constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes any prior discussions, negotiations, agreements and understandings. (b) Modification. No modification of the Contract shall be effective unless made in writing and signed by an authorized representative of both parties. (c) Severability. If a provision of the Contract is held to be invalid or unenforceable, the Contract shall continue in full force and effect and shall be construed as if the invalid or unenforceable provision was omitted. (d) Waiver. Company’s failure to exercise a right or remedy of Company’s acceptance of a partial or delinquent payment shall not operate as a waiver of any of Company’s rights or Customer’s obligations under this Contract and shall not constitute a waiver of Company’s right to declare an immediate or a subsequent default. (e) Remedies Cumulative. Company’s remedies provided in this Contract shall be cumulative. The assertion by Company of any right or remedy shall not preclude the assertion by Company of any other rights or the seeking of any other remedies. (f) Limitation Period for Bringing Action. No action may be commenced to enforce this contract or for any breach hereof, or for any defect or deficiency of the goods to be delivered hereunder, whether on contract, negligence, or strict or products liability, or other legal theory unless such action is brought within 12 months after accrual of such cause of action. (g) Indemnification. Customer shall defend, indemnify and hold harmless Company and its agents from any claims, damages or expenses including attorneys’ fees, arising or alleged to arise from any asserted deficiencies or defects in the goods/Services caused by any alteration thereof with or without Company’s consent made by Customer, the improper handling, storage or installation by Customer. (h) Arbitration. Any controversy or claim, legal or equitable, arising out of or relating to the Contract, or the breach thereof, shall be settled by an arbitration procedure agreed to by the parties, or, absent such an agreed arbitration procedure, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration proceeding shall take place and the arbitration award shall be given in writing in Rockville, Maryland, unless the parties agree otherwise. (i) Choice of Law and Forum. The Contract shall be governed by and construed in accordance with the laws of the State of Maryland, notwithstanding any state’s choice of law or rules to the contrary. Customer consents and agrees that any judicial action brought to enforce this contract, or for any breach hereof, or for any defect or deficiency of the goods/Services to be delivered hereunder, whether on warranty, contract, negligence, or strict or products liability, shall be brought solely in a state or federal court sitting in the State of Maryland, Montgomery County, and Customer consents and submits to the jurisdiction of such court. (j) Assignment. Neither the Contract nor any rights or benefits hereunder are assignable by Customer without the prior written consent of Company. Any such prohibited assignment shall be null and void. (k) Notices. All notices, demands and requests required or permitted to be given under the provisions of this Contract shall be in writing and shall be deemed given; (a) when personally delivered to the party to be given such notice or other communication, (b) on the business day that such notice or other communication is sent by facsimile or similar electronic device, fully prepaid, which facsimile or similar electronic communication shall promptly be confirmed by written notice, (c) on the third business day following the day such notice or other communication is sent by reputable overnight courier, to the address set forth at the beginning of the Contract, or to such other address as the parties may designate in writing. (l) Attorney’s Fees. In the event that Company is the prevailing party in any action, proceeding or arbitration between Customer and Company concerning the interpretation and/or enforcement of any of the terms or provisions of the Contract, Customer shall be liable to Company for all costs, including reasonable attorney’s fees, incurred by the Company with respect to such action, proceeding or arbitration.