1. GENERAL. Global Vending Group, Inc. (“GVG”) and the purchaser of goods from GVG (“Buyer”) agree that the following terms and conditions (these “Terms and Conditions”) apply to the sale of goods (the “Goods”) between GVG and Buyer
2. ACCEPTANCE/SOLE TERMS. The sale of Goods is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Buyer is hereby put on notice that no terms additional to or deviating from the terms set forth herein shall become part of any order or other agreement between the parties regarding the Goods, including without limitation, terms and conditions attached to purchase orders or order confirmations or contained in any other correspondence between GVG and Buyer, unless and until such additional or deviating terms have been agreed to in writing by both parties.
3. PRICE/PAYMENT. All prices are F.O.B. GVG’s location unless otherwise specifically set forth in the Quotation. Unless specifically set forth in the Quotation all prices are subject to change. Payments are to be made in U.S funds. Unless otherwise specified all invoices are due net 30 days from date of Shipment. GVG reserves the right to place a service charge on past due accounts at the highest rate permitted by law.
4. WARRANTY/REMEDY. (a) New Goods New Goods shall be warranted by the manufacturer and in accordance with the manufacturer’s warranties. (b) Used/Refurbished Goods. GVG warrants that all parts will function in accordance within specifications under normal use for a period of 120 days after delivery of the Goods. The foregoing warranty shall not apply to parts that have been altered, misused, repaired by an unauthorized third-party or otherwise changed in any fashion.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN GVG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND GVG SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL GVG BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE OR UNDER- UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST DATA, AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF GVG HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. EXCEPT FOR DEATH OR BODILY INJURY RESULTING FROM GVG’S NEGLIGENCE OR WILLFUL MISCONDUCT, GVG’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE GOODS WILL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL PURCHASE PRICE FOR THE GOODS GIVING RISE TO THE CLAIM.
6. ACCEPTANCE OF GOODS, DELIVERY AND TRANSPORTATION. Upon buyer’s receipt of shipment, buyer shall immediately inspect the Goods. Unless Buyer provides GVG with written notice of any claim or shortages of or defects in the Goods within three (3) days after receipt of shipment, such Goods shall be deemed finally inspected, checked and accepted by Buyer. In the absence of shipping and packing instructions, GVG shall use its own discretion in choice of carrier and method of packing.
7. TITLE AND RISK OF LOSS. Title to any Goods sold and risk of loss of such Goods passes to Buyer upon delivery by GVG to carrier, and any claims for losses or damage thereafter shall be made by Buyer directly to carrier.
8. CREDIT TERMS. All orders and shipments shall at all times be subject to the approval of GVG. GVG reserves the right to decline to make shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and GVG shall not in such event be liable for breach or nonperformance in whole or in part.
9. TAXES. Any sales, sue or similar taxes, export charges, fees or other levies, taxes or surcharges now or hereafter imposed in connection with the production, sale, delivery, use or proceeds of the goods herein specified (except for taxes on GVG’s net income) shall be payable by Buyer, and if such taxes or fees are paid or are required to be paid by GVG, the amount thereof shall be added to and become part of the price payable by Buyer hereunder, unless Buyer provides GVG with a valid tax exemption certificate.
10. TERMINATION, CANCELLATION AND CHANGES. Orders cannot be terminated, cancelled or modified, or shipment deferred after acceptance of Buyer’s order by GVG, except with GVG’s written consent and subject to reasonable charges for expenses incurred and work executed by GVG or its suppliers. Purchase shall be obligated to accept any portion of the goods shipped or delivered by GVG pending GVG’s written approval of cancellation. Orders for custom made material may not be cancelled after GVG has been in production unless GVG agrees in writing.
11. RETURNS. Delivered Goods returned to GVG require prior written approval from GVG before such Goods will be accepted. Handling, inspection, restocking and invoicing charges will be accessed, if applicable, plus any outgoing packing and freight expenditures paid by GVG.
12. NO WAIVER. Forbearance or failure of GVG to enforce any of the terms and conditions stated herein, or to exercise any right accruing from default of Buyer, shall not affect or impair GVG’s rights arising from such defaults; nor shall forbearance or failure be deemed a waiver of GVG’s rights in case of any subsequent default of Buyer.
13. SEVERABILITY. If any provision of these Terms and Conditions is unenforceable or invalid, these Terms and Conditions shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
14. ASSIGNMENT. These Terms and Conditions shall be binding upon and shall inure to the benefit of the successors and assigns of Buyer and GVG.
15. FORCE MAJEURE. GVG will not be liable for any failures or delays caused by strikes, differences with workers, or any causes beyond the reasonable control of GVG, including but not limited to fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures are caused by labor difficulties, GVG will not be obligated to seek or obtain any settlement that, in GVG’s sole judgment, is not in GVG’s best interest.
16. COMPLIANCE. Each party will comply with all applicable laws, regulations, and ordinances, and Buyer will comply with the export and import laws and regulations in effect as of the date of shipment of the Goods of any country involved in the transactions contemplated hereby.
17. GOVERNING LAW; VENUE. All matters arising out of or relating to these Terms and Conditions are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or relating to these Terms will be instituted in the federal or State courts located in the Erie County, New York. Each party irrevocably submits to the exclusive jurisdiction of the courts in any the suit, action or proceeding.
18. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.