GEO-Systems USA LLC,
2435 Dillard St.
Grand Prairie, TX 75051
1.ENTIRE AGREEMENT AND ACCEPTANCE OF TERMS
This Agreement, together with Seller’s quotation or order confirmation (if any), constitutes the entire agreement. Any contrary or additional terms in Buyer’s documents are expressly rejected and shall be of no force unless separately signed by Seller. Acceptance of goods or services by Buyer constitutes acceptance of these Terms and Conditions only. No amendment shall bind Seller unless agreed to in writing.
2.QUOTATION VALIDITY AND ORDER ACCEPTANCE
Quotations are valid for thirty (30) calendar days. Seller may withdraw or modify a quote prior to acceptance. No order shall be binding until accepted in writing by Seller.
3.PRICES, SHIPPING, DELIVERY, AND RISK OF LOSS
Prices are F.O.B. Shipper’s facility, unless otherwise stated in Seller’s proposal, and include standard packing and packaging. Special packing, freight, and insurance are Buyer’s responsibility. Delivery dates are estimates. Seller selects the carrier absent Buyer’s instructions. TITLE AND RISK OF LOSS PASS TO BUYER UPON ISSUANCE OF A READINESS TOSHIP NOTICE. BUYER THEREAFTER ASSUMES ALL RISK AND REWARD OF OWNERSHIP.
4.TAXES
Buyer is responsible for all applicable sales, use, excise, or other taxes. If Seller does not collect sales tax, Buyer assumes responsibility for remitting any such tax.
5.PAYMENT TERMS
For orders exceeding $100,000 or without approved trade credit, progress payments will be required below or as specified in Seller’s proposal.
- 5% DOWN FOR DESIGN (DUE ON RECEIPT)
- 30% AT RELEASE TO PRODUCTION (DUE ON RECEIPT)
- 50% WHEN FIRE PUMP EQUIPMENT ARRIVES AT GEO-SYSTEMS (DUE ON RECEIPT)
- 15% NET 30 UPON READINESS TO SHIP WITH APPROVED TRADE CREDIT (See storage fees and escalation in the Stored Material Agreement) (MUST SHIP WITHIN 2 WEEKS OF COMPLETION TO AVOID STORAGE FEES)
Unless otherwise stated, payment is due net thirty (30) days from invoice date. LATE PAYMENTS INCUR INTEREST AT 1.5% PER MONTH (18% PER YEAR) OR THE MAXIMUM RATE PERMITTED BY LAW. SELLER MAY WITHHOLD SHIPMENTS OR SUSPEND PERFORMANCE IF BUYER FAILS TO PAY WHEN DUE.
6.STORED MATERIALS TERMS
If Buyer delays shipment after Readiness to Ship Notice, goods may be stored at GEO’s designated facilities. Title and risk of loss pass to Buyer upon issuance of the Readiness to Ship Notice. Storage is at Buyer’s risk and expense, subject to the separate GEO STORED MATERIALS AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE AND AVAILABLE AT www.geosystemsusa.com/stored-materials. Buyer is responsible for all storage charges, property tax obligations, and compliance with lien and security interest provisions under Tex. Bus. & Com. Code §§ 2.401, 7.209, and 9.609. GEO may with hold delivery until all amounts due are paid in full.
7. SPECIALLY CONSTRUCTED PRODUCTS
Buyer acknowledges these are custom-engineered goods and not resalable in the ordinary course. ORDERS ARE NON-CANCELLABLE AND NON-RETURNABLE ONCE PRODUCTION BEGINS. BUYER REMAINS LIABLE FOR THE FULL PURCHASE PRICE. Such products are merchantable for their intended purpose but may not be merchandisable in the open market.
8. WARRANTY AND EXCLUSIONS
SELLER WARRANTS GOODS ONLY AS SPECIFIED IN THE WRITTEN QUOTATION. UNLESS OTHERWISE AGREED, THE WARRANTY PERIOD IS TWELVE (12) MONTHS FROM INSTALLATION OR EIGHTEEN (18) MONTHS FROM SHIPMENT, WHICHEVER OCCURS FIRST. THIS WARRANTY IS EXPRESSLY CONDITIONED ON FULL PAYMENT FOR THE GOODS AND SERVICES. ANY FAILURE BY BUYER TO PAY IN FULL WHEN DUE SHALL AUTOMATICALLY VOID ALL WARRANTIES. WARRANTY EXCLUDES WEAR PARTS, MISUSE, ALTERATION, IMPROPER INSTALLATION, OR REPAIR BY THIRD PARTIES WITHOUT SELLER’S CONSENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer and any subsequent owner shall cooperate in facilitating Seller’s warranty service.
9. INSPECTION AND ACCEPTANCE
BUYER MUST INSPECT GOODS PROMPTLY AND NOTIFY SELLER OF ANY DEFECTS WITHIN THREE (3) DAYS FOR JOBSITE DELIVERIES OR FOURTEEN (14) DAYS FOR OTHER DELIVERIES. FAILURE TO TIMELY NOTIFY SHALL CONSTITUTE ACCEPTANCE.
10. LIMITATION OF LIABILITY
SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR THE GOODS. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.
11. FORCE MAJEURE
Seller shall not be liable for delay or failure due to causes beyond its control, including weather, acts of God, labor issues, or supply disruptions.
12. CANCELLATION
BUYER MAY NOT CANCEL WITHOUT SELLER’S WRITTEN CONSENT. IF CANCELLATION IS PERMITTED, BUYER SHALL PAY ALL COSTS INCURRED PLUS A REASONABLE PROFIT.
13. CONFIDENTIALITY AND PROPRIETARY RIGHTS
Buyer shall not disclose or use Seller’s proprietary information without written consent. All drawings and data remain Seller’s property.
14. INDEMNITY
BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM ALL CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF BUYER’S ACTS, OMISSIONS, OR BREACH. Buyer also acknowledges its responsibility under Texas Property Code Ch. 162 (Construction Trust Fund Act).
15. GOVERNING LAW, VENUE, AND ARBITRATION
THIS AGREEMENT IS GOVERNED BY TEXAS LAW. VENUE IS EXCLUSIVELY IN TARRANT COUNTY, TEXAS. BUYER AND SELLER WAIVE ANY RIGHT TO A JURY TRIAL. At Seller’s option, disputes may be resolved by binding arbitration administered by the AAA in Tarrant County, Texas.
16.GENERAL
This Agreement may not be assigned by Buyer without Seller’s prior written consent. Failure to enforce any term is not a waiver. If any provision is invalid, the remainder remains enforceable. If any part of these Terms is found unenforceable, the rest will still apply, and the affected part will be adjusted only as needed to make it valid and consistent with the parties’ intent. SELLER RETAINS A PURCHASE MONEY SECURITY INTEREST (PMSI) IN DELIVERED GOODS UNTIL FULLPAYMENT IS RECEIVED, CONSISTENT WITH TEX. BUS. & COM. CODE § 2.401. THIS SECURITY INTEREST DOES NOT AFFECTTRANSFER OF RISK AND REWARD OF OWNERSHIP, WHICH OCCURS UPON READINESS TO SHIP NOTICE. In any action to enforce payment or lien rights, Seller may recover attorney’s fees and costs. THESE TERMS SHALL BIND AND BENEFIT ALLSUCCESSORS, ASSIGNS, AND FUTURE OWNERS OF THE GOODS, ENSURING SELLER’S RIGHTS CARRY FORWARD.
ACKNOWLEDGEMENT AND ACCEPTANCE
Buyer:
GEO-Systems USA LLC
2435 Dillard Street,
Grand Prairie,
Texas 75051
www.geosystemsusa.com
