Standard Terms & Conditions of Sale

  1. General. The tools, equipment, materials, and services (collectively, "Products") which are set forth on the face hereof will be sold by Gearench, a division of Orbix Corporation, a corporation domiciled in the State of Texas, USA, only upon the following terms and conditions of sale. These terms are intended to cover all transactions of Gearench and Customer hereunder, including sales and use of Products and all related matters, including technical advice and services. This document, together with any additional writing signed by an officer of Gearench, represents a complete and exclusive statement of the agreement between the parties and may not be modified or supplemented by oral representations, Customer's purchase order or any other document submitted by Customer, a course of dealing, Gearench's performance or delivery of Products, or in any other way. Objection is made to any such attempted modification or supplementation. References on the face hereof to Customer's purchase order or to Customer's specifications and similar requirements are solely to describe the Products and such purchase order or other communications are not incorporated herein. Information on the World Wide Web as well as catalogues, circulars, and similar pamphlets of Gearench are for general information purposes only and do not modify the provisions hereof. None of the Standard Terms and Conditions of Sale herein set forth may be added to, modified, superseded, or otherwise altered, except by a written instrument, signed by an officer of Gearench. To the extent not otherwise provided herein, the terms of sale shall be those provided by the Uniform Commercial Code in effect in the State of Texas on the date hereof which would be provided if the parties were silent as to those terms.
  2. Quotation; Shipping; Risk of Loss; Acceptance. Unless otherwise stated, Gearench's quotations shall be effective only for a period of 60 days after the quotation. All quotations are subject to credit approval. All quotations and sales prices are FOB Gearench's manufacturing facility in Clifton, Texas unless otherwise noted, with Customer paying all shipping costs. Risk of loss passes to the Customer when the common carrier or Customer-furnished carrier picks up the Product at Gearench’s facility. In the absence of written shipping instructions from Customer, Gearench may ship the Products collect freight to Customer by any common carrier which it deems in its sole discretion satisfactory. All delivery dates which may be set forth are estimates of the time normally required to deliver such Products and are subject to change. Gearench will make all reasonable efforts to conform to delivery estimates but will not be liable for delays resulting from its failure to deliver in accordance with delivery estimates. Customer shall inspect and accept or reject the Products within twenty (20) days after delivery. Failure to timely reject shall be deemed an acceptance. Acceptances are irrevocable. All claims whatsoever by Customer, except claims under applicable warranties, shall be made within such 20 day period or are waived.
  3. Payment; Taxes. Invoices shall be paid to Gearench at its offices in Clifton, Texas, generally due Net 30 Days from date of invoice unless otherwise stated. Prepayment, COD shipment, or a letter of credit from a satisfactory bank may be required. Quotations and prices set forth on the face hereof do not include sales, use, excise or other taxes. Unless Customer provides Gearench with a tax exemption certificate acceptable to the applicable taxing authorities, tax may be added to the prices set forth on the face hereof. Customer is responsible for all taxes.
  4. Acknowledgment; Invoices. An order acknowledgment executed by Gearench pursuant to a purchase order executed by Customer constitutes an expression of acceptance of such purchase order, but such expression of acceptance is expressly conditioned upon Customer's assent to these Standard Terms and Conditions of Sale, which assent will be deemed to have been given unless notice of cancellation of the purchase order is received by Gearench within 10 days following the sales confirmation date. Where Gearench does not issue either a quotation or sales confirmation, and ships Products pursuant to Customer's purchase order, such sale shall also be subject to these Standard Terms and Conditions of Sale.
  5. Gearench Limited Warranty. The Gearench Limited Warranty (“Warranty”) applicable to the particular Product is the sole and exclusive warranty, express or implied, for the Product, and is hereby incorporated herein. Please contact Gearench to obtain a copy of the Warranty. No employee, agent, dealer or other person is authorized to alter, modify, expand or reduce the terms of the Warranty or to make any other warranty on behalf of Gearench. GEARENCH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF GEARENCH OR AS SET FORTH IN ANY PURCHASE ORDER OF CUSTOMER UNLESS AND EXCEPT AS SPECIFICALLY SET FORTH HEREIN. Gearench shall not be liable for (AND CUSTOMER HEREBY WAIVES AND RELEASES) any and all losses, costs, expenses or damages of any kind based on downtime, overhead, the negligence of Customer or Gearench or any of their employees or agents, property damage, lost production or profits or for incidental, consequential or special damages of any kind arising from or attributable to this agreement, the Products or the manufacture, assembly, sale, use, repair, maintenance, replacement or operation of the Products or for any other reason. The total liability of Gearench on any claim, whether in contract, tort (including, but not limited to, negligence), strict liability, products liability, or otherwise, arising out of, connected with or resulting from the manufacture, assembly, delivery, sale, use, repair, maintenance, replacement or operation of any Product sold hereunder will not exceed the price allocable to the Product or any part thereof which gives rise to the claim (AND CUSTOMER HEREBY RELEASES GEARENCH FROM ANY LIABILITY IN EXCESS OF SUCH PRICE). To the fullest extent permitted by applicable law, Customer hereby waives all provisions of the Texas Deceptive Trade Practices - Consumer Protection Act to the extent which such waiver is effective pursuant to Section 17.42 of the Texas Business and Commerce Code. REDRESS UNDER THIS SECTION 6 SHALL BE (AND IS HEREBY DEEMED TO BE) CUSTOMER'S EXCLUSIVE REDRESS OR REMEDY FOR ANY MATTERS ARISING FROM OR ATTRIBUTABLE TO THIS AGREEMENT.
  6. Miscellaneous. All notices, demands and other communications which may or are required to be given hereunder or with respect hereto shall be in writing, shall be given either by personal delivery, facsimile transmission or by registered or certified mail, return receipt requested, and shall be deemed to have been given or made when personally delivered, or when received as evidenced by return receipt or confirmation of facsimile transmission addressed to the respective parties at the addresses shown on the front of this order acknowledgment. All of the terms and provisions of this agreement shall be binding upon and inure to the benefit of and be enforceable by the heirs, successors and permitted assigns of the signatories hereto. All matters related to the Warranty and/or the sale and/or use of Products, along with the construction and enforcement of the terms of this agreement itself, shall be subject to the substantive and procedural laws of the state of Texas, not the conflicts of laws provisions of Texas, but rather the laws of Texas themselves. Any dispute shall be presented in the form of a claim or lawsuit to the offices of Gearench in Clifton, Bosque County, Texas. No claim or suit may be brought against Gearench except in such forum. Any writ, judgment or other enforcement, obtained from a jurisdiction, county, parish, state or federal court or other country, other than from the forum identified above, shall be void and unenforceable against Gearench. In the event of a dispute or claim, such dispute or claim shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association. If required to accomplish the purpose of this arbitration clause, the purchaser hereby expressly waives any right to demand trial by jury.