Terms & Conditions
STANDARD TERMS AND CONDITIONS OF SALE
GSE International Limited
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EXCEPT AS OTHERWISE AGREED IN WRITING, THESE TERMS AND CONDITIONS GOVERN ALL OUR CONTRACTS TO THE EXCLUSION OF OTHER TERMS AND CONDITIONS. OUR QUOTATIONS AND ESTIMATES ARE NOT OFFERS CAPABLE OF ACCEPTANCE BY YOU, AND ANY ORDER PLACED BY YOU WILL ONLY BE ACCEPTED BY OUR WRITTEN CONFIRMATION OF SUCH ORDER.
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GENERAL PROVISIONS
1. The definition of terms used, interpretation of this agreement, and rights of parties hereto shall be construed under and governed by the laws of the
United States of America (USA). “Seller”, when used herein, means GSE INTERNATIONAL LTD. “Purchaser”, when used herein, means the person, firm, or
corporation to whom this quotation is addressed. And “Equipment” or “Products” means those articles, supplies, drawings, data, or other property or services
described herein.
2. All quotations are for immediate acceptance and subject to change or withdrawal without notice before an order is acknowledged by Seller. This
proposal shall not become effective until accepted by an authorized employee of the Seller. This proposal cannot be changed or varied by any verbal
agreement. If this proposal is deemed to constitute an offer, it may be accepted only on terms set forth in this proposal, including, without limitation, these
Terms and Conditions. If this proposal constitutes an acceptance of an offer, such acceptance is expressly conditioned on the Purchaser’s assent solely to the
terms of the proposal, including, without limitation, these Terms and Conditions. An acceptance of any part of the Equipment or services covered hereunder
shall be deemed to constitute such assent. Any additional and/or different terms and conditions proposed by Purchaser and/or any attempt by Purchaser to vary
any of these terms and conditions shall be deemed a material alteration and is hereby objected to and rejected. Any variation between Purchaser’s own resale
terms and conditions and these Terms and Conditions shall be the Purchaser’s responsibility.
3. Unless otherwise agreed by Seller in writing, Seller’s prices are subject to change without advance notice at any time prior to order acknowledgment.
Seller reserves the right to adjust the invoice price, after the price is quoted and/or acknowledged, to take account of any material variation in Seller’s costs
beyond Seller’s reasonable control since the date of the quotation or (if no quotation is issued) the order acknowledgment, and the invoice so adjusted shall be
payable as if the price set out therein were the original contract price. All sales are subject to increase without notification by the amount of any sales or excise
tax levied or charged by any governmental agency and are subject to any price adjustment necessitated by Seller’s compliance with any government action.
4. All sales under all orders and these terms and conditions are subject to Seller and/or Government priorities, laws, and regulations, now or hereafter
established.
5. The Seller reserves the right to change, discontinue or modify the design and construction of any product or to substitute material equal to or superior to
that originally specified, without notice to the Purchaser.
6. All claims by the Purchaser for shortages in a shipment of Equipment or Equipment damaged in transit must be made against the carrier. All claims by
Purchaser against Seller for nonconforming Equipment and claims for shortages in a shipment or damaged Equipment (other than claims to be made against
the carrier) must be made in writing to Seller within ten (10) days after receipt of the shipment or thirty (30) days after the date of shipment, whichever occurs
first, or they are waived.
7. Any action for breach of the contract hereunder must be commenced within one year after the cause of action has accrued. Only variations or
modifications to the contract which are made in writing and signed by Seller and Purchaser shall be enforceable. Any failure by Seller to enforce its rights under
this contract will not be deemed a waiver of such rights.
8. All disputes arising under or in connection with this Contract shall be resolved by (a) good-faith negotiations by knowledgeable, responsible
representatives of each party who are fully authorized to settle any such dispute, or (b) in the event such negotiations do not resolve such dispute, binding
arbitration held in the USA by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its
own costs of these procedures; the parties shall equally split the fees of the arbitration and the arbitrator. Notwithstanding the above, either party shall have the
right to seek a temporary restraining order or an injunction related to the purposes of this Contract, to compel compliance with confidentiality obligations, or to
file suit to compel compliance with this dispute resolution process.
9. Purchaser may not assign, novate or otherwise transfer its rights or obligations under this contract without Seller’s prior written consent, and any attempt
to do so shall be null and void and of no effect.
10. The minimum order value is US$100.00, otherwise agreed to in writing by the Seller.
CANCELLATION
Cancellation of scheduled orders will be accepted only if made in writing and received 60 days prior to the scheduled shipment of the order. All cancellations
will result in a charge to Purchaser of all expenses incurred by Seller, including but not limited to costs of purchased materials, engineering costs, and a
reasonable mark-up to cover overhead and profit; cancellation charges shall be, at a minimum, at least 15% of the purchase price of the goods covered by the
canceled orders.
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CHANGE ORDER TERMS AND CHARGES
1. Changes to scheduled orders must be requested in writing on a full 60-day notice period or such changes will not be permitted. Attempted rescheduling
within a 60-day notice period, or refusal of timely shipment based on improperly requested rescheduling, will result in an additional charge for all incurred freight
plus 1% per month for storage.
2. Orders that have been rescheduled within 60 days of the originally acknowledged shipping date will not be held for more than 90 days beyond the
originally acknowledged shipping date. Orders not shipped within the 90-day storage period will be canceled and the Purchaser will be invoiced for the
cancellation and accrued storage charges.
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RETURNS POLICY
All sales are final. However, in some cases, returns may be permitted. No Products will be accepted for return without the Seller’s prior written approval and
unless accompanied by a properly authorized “Return Authorization Request” initiated by the Seller. Return freight must be prepaid. For non-special and non-
custom Products accepted for return, a credit will be issued at the price invoiced, from which will be deducted the expense for return transportation (if not
prepaid) and a minimum restocking charge of 15% of the invoice value.
Special or custom-made Products, including units that are modified from standard units, cannot be returned for credit.
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ENGINEERING CRITERIA
The Equipment furnished by Seller are sophisticated engineering products; accordingly, Purchaser undertakes:
1. That it has provided and will promptly provide all the information reasonably necessary to enable Seller to (i) evaluate the requirements for performing
and (ii) perform the Contract, and that all such information is full and accurate;
2. That all premises, plant, engineering support, spare parts, connected machinery and inputs that it is required to provide for the design, engineering,
installation, testing, and use of the Products are fit for their purpose and of good engineering quality;
3. Fully co-operate with Seller in the design, engineering, testing, and use of the Products;
4. To use the Products for the intended purpose only and in accordance with the Product literature; and
5. Not under any circumstances, to use any unapproved spare part, connected machinery, service or repair or use the Products in any manner as may
render the Products dangerous and agrees that any breach of these negative criteria will negate all specific and implied conditions and obligations on the part of
Seller relating to the quality of the Products.
Purchaser further agrees that it will be liable to Seller for any costs, expenses, and losses it suffers by reason of any breach of these undertakings.
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DRAWINGS, DESIGNS, AND CONFIDENTIALITY
1. All of Seller’s specifications, designs, drawings, indications of physical, chemical, and electronic properties, and indications of inlet pressure or vacuum,
pressure output, and power consumptions (“the Designs”) are made in good faith and are approximate indications only and are not binding in detail unless
Purchaser has specified in writing a particular indication upon which he is relying and Seller shall be entitled to vary the same and/or to correct errors and
omissions provided the Products remain in substantial conformity with the contractual requirements.
2. The Designs (including all copyright, design rights, and other intellectual property in them) shall as between the parties be the property of Seller; and
Purchaser is not entitled to make any use of the Designs other than for the purpose of this Contract.
3. 4. Any inventions, modifications, improvements, techniques, or know-how affecting the Products made or gained in the course of performing this Contract,
shall belong to Seller absolutely.
Neither party shall disclose to third parties or use for its own purposes any confidential information or trade secrets of the other party.
SHIPMENT, PAYMENT, AND CREDIT
1. Terms of Payment: Advance Payment, unless otherwise agreed to in writing by Seller. Delinquent accounts shall bear interest at 18% per annum
thereafter until paid. Said interest rate shall be reduced to the maximum permissible rate in any country having laws that so require. Unless otherwise agreed
to by the Seller’s Manager of Credit and Collection, payment shall be in U.S. Funds by wire transfer, credit card, check, or irrevocable Letter of Credit, confirmed
by a major U.S. or International Bank. In addition to such late payment charges, Seller may add to the amount past due any costs associated with collection
thereof, including reasonable attorney’s fees.
2. Seller may, in its sole discretion, accept payment for Products by cash in advance or by money-down with scheduled progress payments.
3. Shipments and deliveries shall be subject to the approval of the Seller’s Credit Department. If Purchaser fails to fulfill the terms of payment, or if at any
time before payment in full is made (whether or not payment is yet due) a petition is presented or resolution passed for the winding up or bankruptcy of
Purchaser, or in the event of the appointment of a receiver or administrator of Purchaser’s business, Seller may defer further shipment or at its option, cancel
the unshipped balance. Seller reserves the right previous to making any shipments, to require from Purchaser satisfactory security for the performance of
Purchaser’s obligation. No failure of Seller to exercise any right accruing from any default of Purchaser shall impair Seller’s right in case of any shipment default
of Purchaser.
4. All sales are F.O.B. Seller’s warehouse or point of shipment unless otherwise expressly stipulated. Seller may. in its discretion. select the carrier unless
specified in advance by Purchaser.
5. Seller’s responsibility for damages in transit ceases upon delivery of goods to carrier and Purchaser then assumes responsibility for damage
determination and collection from carrier.
6. While expected dates of delivery of goods are given in good faith, the same are not of the essence of or in any way terms of the contract or
representations of fact. All shipping dates given are approximate, and while effort is made to maintain schedules, Seller will not be liable for damages on
account of delay. In case of delay by the Purchaser in furnishing complete schedules or information, delivery dates may be extended for a reasonable time
depending on factory conditions. The Seller shall not be responsible for reasonable or excusable delays, nor shall the Purchaser refuse to accept delivery
because of any such delays. Excusable delays include, without limitation, delays resulting from accidents, fires, floods, severe weather, or other acts of God,
strikes, lockouts or other labor difficulties, embargoes, government controls or other forms of intervention, inability to obtain labor, materials or services and
other causes beyond Seller’s control. If there is a scarcity in any of its products or goods, Seller will allocate its available supply in its sole discretion.
7. All Equipment or parts furnished by Seller shall remain the property of Seller until paid for in full. Pending payment of the full purchase price of the
Equipment or parts furnished by Seller, Purchaser shall at all times keep the Equipment or parts comprehensively insured against loss or damage by accident,
fire, theft and other risks usually covered by insurance in the type of business carried on by Purchaser in an amount at least equal to the balance of the price for
the same from time to time remaining outstanding.
8. Between delivery and payment in full, the risk in the Equipment furnished by Seller shall be with Purchaser, who shall keep the same in good condition
and repair, properly stored, and labeled as being Seller’s property.
9. In the event of Cancellation in accordance with the provisions hereof, or in the event of non-payment (in full or in part) for the Equipment by the due
date, Purchaser hereby irrevocably licenses Seller (insofar as it is able) to enter upon any premises to repossess the Equipment.
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INDEMNITY
Purchaser will indemnify, defend, and hold Seller, its affiliated companies, and their respective directors, officers, employees, and agents harmless from any
loss, claim, cost, expense, or damage (including payment of reasonable attorneys’ fees) suffered or incurred by any of them and/or for which any of them may
be liable to any third party due to, arising from or in connection with, directly or indirectly:
(i) (ii) (iii) (iv) any violation of law, negligence, omission, or intentional misconduct on the part of the Purchaser, its servants, agents, or employees;
Purchaser’s instructions or lack of instructions or Purchaser’s failure or delay in taking delivery;
the breach of any provision of this Agreement by Purchaser; or
any infringement or alleged infringement of patents, trademarks, copyright, design, rights, or other intellectual property right occasioned by the
importation, manufacture, or sale of the Equipment if made to the specification or special requirement of Purchaser.
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LIABILITY
Seller’s total liability for any and all claims, damages, losses, and injuries arising out of or relating to Seller’s performance or breach of any term herein shall not
exceed the purchase price of the Equipment. IN NO EVENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL THE SELLER BE LIABLE FOR
LIQUIDATED, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES OR COSTS, INCLUDING BUT NOT
LIMITED TO: (1) LOSS OF PROFITS, BUSINESS OR GOODWILL; (2) LOSS OF USE OF EQUIPMENT OR FACILITIES; OR (3) LOSS RESULTING FROM
UNUSABLE MACHINERY OR FACILITY DOWNTIME, HOWSOEVER CAUSED AND EVEN IF THE POTENTIAL FOR SUCH DAMAGES WAS DISCLOSED
AND/OR KNOWN.
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DISCLAIMER OF WARRANTY
SELLER DOES NOT WARRANT THE MERCHANTABILITY OF ITS PRODUCTS AND DOES NOT WARRANT THE FITNESS OF THE PRODUCTS FOR A
PARTICULAR PURPOSE. SELLER DOES NOT MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, ANY WARRANTY, EXPRESS OR IMPLIED, OTHER
THAN THE WARRANTY CONTAINED HEREIN. THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED BEYOND THAT WHICH IS DESCRIBED
BELOW.
THE PURCHASER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE PRODUCTS FOR THE PURCHASER’S USE OR RESALE,
OR FOR INCORPORATING SUCH PRODUCTS INTO OBJECTS OR FOR APPLICATIONS THAT THE PURCHASER DESIGNS, ASSEMBLES,
CONSTRUCTS, OR MANUFACTURES.
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WARRANTY OF GOODS MANUFACTURED BY SELLER
1. Except to the extent Seller specifies another warranty period in writing, Seller warrants products and parts manufactured by it and sold hereunder to be
free from material defect in material and workmanship for a period of twelve (12) months from date of manufacture of the Product incorporating Seller’s OEM
unit or eighteen (18) months from date of manufacture encoded on the Product, whichever occurs sooner (the “Warranty Period”); provided, however, that
Seller’s sole responsibility under this warranty shall be to either repair or replace at Seller’s option, any part which fails during the Warranty Period because of a
defect in workmanship and material, or a refund of the purchase price. Such replacement parts shall be provided at no cost to Purchaser, at the business
establishment of Seller during regular working hours. Seller’s obligation under this warranty shall not include any transportation charges, cost of installation,
duty, taxes, or any other charges whatsoever.
2. Seller shall be under no liability for breach of the warranty set forth herein: (i) unless the Equipment has been properly installed, used, maintained, and
serviced; (ii) unless Purchaser has promptly informed Seller in writing of the defect alleged within the Warranty Period and within 7 days of the discovery
thereof; (iii) with respect to wearing and consumable parts; and/or (iv) to Equipment or component parts or accessories thereof not manufactured by Seller.
3. Seller makes no representation regarding compliance with any state, provincial, or local law, rules, regulations, building code, or ordinance relating to the
installation or operation of the Equipment.
4. If the Purchaser informs the Seller of a defect after the Warranty Period has expired, then Seller may offer advice (free of charge) and may offer repair or
replacement at Purchaser’s expense. Any dispute as to whether a defect is covered by the Warranty shall be immediately referred to an expert to be agreed by
Seller and Purchaser whose decision shall be final and binding upon the parties.
5. There are no third-party beneficiaries of the Warranty granted by Seller herein.
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WARRANTY OF OTHER MANUFACTURER’S PRODUCTS
All components and accessories not manufactured by Seller, including goods manufactured by others and supplied by Seller, shall be warranted for a period of
one (1) year from the date of manufacture shown on the serial number. SELLER MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OF GOODS MANUFACTURED BY ITS SUPPLIERS AND SEPARATELY STATED AND QUOTED
HEREWITH, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
The seller has not authorized any party to make any representation or warranty other than the above warranty statements.
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CONFLICTING LAW
Some jurisdictions provide rights in addition to those listed above or do not allow the exclusion or limitation of implied warranties, or liability for incidental or
consequential damages. If any provision or part of a provision of these terms is found to be illegal, invalid, or unenforceable under any applicable law, such
provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the
legality, validity, or enforceability of the remaining terms.