| 1. Except as otherwise agreed in a writing signed by Buyer and Global Leading Enterprises, the applicable Global Leading Enterprises sales order acknowledgement, together with these terms and conditions constitute the entire agreement between Global Leading Enterprises and Buyer relating to the sale of such goods by Global Leading Enterprises. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein shall be deemed excluded from such Buyer document and waived by Buyer. Global Leading Enterprises and Buyer expressly agree that Global Leading Enterprises may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer. |
| 2. The purchase price of the goods shall be as stated on the face of the applicable Global Leading Enterprises sales order acknowledgement; provided, however, that if Global Leading Enterprises announces a general price increase, the purchase price shall be revised to include such price increase. Global Leading Enterprises may in its sole discretion add a surcharge to the price of goods predicated upon increases in the cost of raw materials or energy. Such surcharge may be adjusted by Global Leading Enterprises periodically to reflect a change in such costs. |
| 3. Buyer cannot modify, cancel, or otherwise alter orders without Global Leading Enterprises’ written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of Global Leading Enterprises against loss. |
| 4. All deliveries are EXW Global Leading Enterprises shipping facility. If shipped freight prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax is subject to any discount. Title and risk of loss pass upon delivery. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at Global Leading Enterprises’ shipping facility provided Buyer does so within 7 days after the date Buyer is notified of the availability of goods. Global Leading Enterprises reserves the right to ship without further notification at any time after the 7-day period. Buyer shall indemnify and hold harmless Global Leading Enterprises from and against any claims, damages or liabilities suffered by Global Leading Enterprises resulting from any acts or omissions of carrier. |
| 5. Delivery dates are approximate. Global Leading Enterprises shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Global Leading Enterprises’ inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; or accidents. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delays in delivery or performance. |
| 6. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, GLOBAL LEADING ENTERPRISES WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE GLOBAL LEADING ENTERPRISES SALES ORDER ACKNOWLEDGEMENT. GLOBAL LEADING ENTERPRISES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. |
| 7. No claim for damages for goods that do not conform to specifications will be allowed unless Global Leading Enterprises is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without Global Leading Enterprises’ written consent. BUYER’S EXCLUSIVE REMEDY AGAINST GLOBAL LEADING ENTERPRISES, AND GLOBAL LEADING ENTERPRISES’ SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO GLOBAL LEADING ENTERPRISES’ REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT GLOBAL LEADING ENTERPRISES’ OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL GLOBAL LEADING ENTERPRISES HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL GLOBAL LEADING ENTERPRISES HAVE ANY LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. |
| 8. Global Leading Enterprises may, at its sole discretion, assign any Global Leading Enterprises credit manager to Buyer’s account. All credit information supplied to Global Leading Enterprises will be available for use by any Global Leading Enterprises affiliate and or subsidiary for the purpose of determining credit worthiness. If, in Global Leading Enterprises’ opinion, Buyer’s credit becomes impaired, Global Leading Enterprises may suspend performance until such time as Global Leading Enterprises has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer’s credit for future deliveries. If Global Leading Enterprises suspends performance and later proceeds with such order, Global Leading Enterprises shall be entitled to such extension of time for performance as is necessitated by the suspension. |
| 9. All taxes of any kind levied by any state, municipal or other governmental authority, which tax Global Leading Enterprises is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Global Leading Enterprises for any such payments made by Global Leading Enterprises. |
| 10. Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by Global Leading Enterprises against any amount owing by Buyer with full reservation of all of Global Leading Enterprises’ rights, without an accord and satisfaction of Buyer’s liability. |
| 11. In the event Buyer fails to make payment to Global Leading Enterprises, or any affiliate of Global Leading Enterprises, of any amounts due and owing to Global Leading Enterprises or such affiliate (including any applicable surcharge or freight charge), Global Leading Enterprises shall have the right to terminate any Buyer order or any unfulfilled portion thereof, and Global Leading Enterprises or any affiliate thereof may terminate any other agreement between Global Leading Enterprises or such affiliate and Buyer. Global Leading Enterprises may charge interest on the outstanding balance at an annual rate of 18% or the highest rate allowed by law (whichever is less). Global Leading Enterprises shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Global Leading Enterprises, including its reasonable attorneys’ fees. |
| 12. This agreement shall be governed by the laws of the state in which Global Leading Enterprises’ shipping facility is located. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and courts of that state for any litigation which may arise out of or be related to this agreement. Buyer waives any objection to venue of any such action. |
| 13. Global Leading Enterprises reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Global Leading Enterprises. All rights and remedies granted herein are in addition to all remedies available at law or in equity. |
