Conditions of Use
GeoCHEM, Inc. General Terms and Conditions of Sale
1. NOTICE: The offer, order acceptance, or sale of any products is conditioned upon the terms contained herein. Any additional or different terms proposed by the Purchaser are objected to and will not be binding upon GeoCHEM, Inc., unless specifically assented to in writing by GeoCHEM, Inc.. In the event of any conflict between the provisions of any purchase order and this quotation (including these terms of sale), the provisions of the quotation/terms of sale shall control, unless an authorized representative of GeoCHEM, Inc. acknowledges otherwise in writing. Failure of GeoCHEM, Inc. to object to provisions contained in any order or other communication from the prospective buyer shall neither be construed as a waiver of these terms or an acceptance of any such provision. GeoCHEM, Inc. reserves the right to correct clerical, arithmetic, or stenographic errors and omissions in quotations, orders, acknowledgements, invoices or other documents.
2. PRICES: Refer to Quotation / Proposal / Bid Submitted. PRICING IS SUBJECT TO CHANGE WITHOUT NOTICE
3. TAXES: Unless otherwise stated in GeoCHEM, Inc.’s proposal, the prices quoted do not include any federal, state, provincial or local taxes or duty of any kind which may be applicable to the sale, use, or any disposition of the material. Consequently, in addition to the prices specified herein, the amount of any present or future taxes or duties mentioned above shall be paid by the Purchaser, or in lieu thereof the Purchaser shall provide GeoCHEM, Inc. with a tax exemption or resale certificate acceptable to the taxing authorities. Purchaser agrees it will reimburse GeoCHEM, Inc. for the amount of all governmental taxes, excise and/or other charges (except taxes on or measured by net income) that GeoCHEM, Inc. may be required to pay with respect to (a) the sale and/or installation of any material delivered hereunder, and (b) the production or transportation of any material delivered hereunder. HOWEVER, GeoCHEM, Inc. is an Alaska Corporation operating under Alaska State Law, and therefore, GeoCHEM, Inc. is not obligated to Collect a Sales or Use Tax for any purchase order submitted to the Corporate office in Anchorage AK.
4. SHIPMENTS: Time of delivery shall not be of the essence unless expressly agreed to by the parties in writing. In no event shall GeoCHEM, Inc. be liable for any consequential or other damages. Any time stated for delivery by GeoCHEM, Inc. is an estimate only and shall not form part of the contract. No delivery dates are guaranteed. Any failure by GeoCHEM, Inc. to deliver the Product by such time shall not be a breach or repudiation, and GeoCHEM, Inc. shall not be liable for any loss or damage suffered by the Purchaser as a result of such failure . Title and Risk of Loss shall pass to Purchaser at the point of loading—all Product (s) are sold FOB plant, unless otherwise specified in GeoCHEM, Inc.’s proposal. Freight charges reflected in the quotation are an estimate only. Purchaser is responsible for all actual freight charges. Where delivery of Product is delayed for any reason outside of the reasonable control of GeoCHEM, Inc. or under the control of Purchaser, GeoCHEM, Inc. reserves the right to amend the prices for the Product to those current at the date when delivery is made. Additionally, GeoCHEM, Inc. shall not be held responsible for loss or damage resulting from the choice of carrier or means of shipment or routing used or for any other losses or damages arising while in transit or related to the material. The Purchaser agrees to make any claim therefore directly against the carrier.
5. PAYMENT: With approved credit terms of payment shall be a 2% discount for payment within ten (10) days after GeoCHEM, Inc.’s shipment or net thirty (30) days after the date of GeoCHEM, Inc.’s shipment [date of mobilization shall dictate due date] subject to change by written notice to Purchaser (except where otherwise provided on attached schedules). Any payment not received when due shall bear interest at the rate of 1-1/2% per month, eighteen percent per annum from the original due date, or the highest rate allowed by law, on the unpaid balance until paid in full. Any sale to Purchaser of GeoCHEM, Inc.’s Products/Services is subject to GeoCHEM, Inc.’s approval of the credit worthiness of the Purchaser. Additionally, in the event that payment is not made by Purchaser within the agreed upon terms and any legal and/or collection action is used by GeoCHEM, Inc. to secure payment, Purchaser shall be liable for all legal and/or collection costs incurred by GeoCHEM, Inc.. This includes, but is not limited to, finance charges, the costs of notices, liens, claims, foreclosures, suits, and arbitrations.
6. LIMITED WARRANTY: GeoCHEM, Inc. warrants that its products shall be free from defects in material and workmanship at the time of sale. In the case of a manufacturer's defect, at GeoCHEM, Inc.’s option, GeoCHEM, Inc. will repair or replace the Product. However, this remedy is only available if Purchaser notifies GeoCHEM, Inc. of the defect prior to use of the Product and within three (3) days of receipt of shipment. This Limited Warranty applies to factory products only and does not cover damage to the Product sustained after it left GeoCHEM, Inc.’s or other Manufacture's facility. For products installed by GeoCHEM, Inc. personnel, GeoCHEM, Inc.’s standard Limited Installation Warranty shall apply. For materials manufactured, the manufacturer’s standard warranty shall apply. GeoCHEM, Inc.’s liability under this warranty shall in no event exceed the replacement cost of the Product (s) sold to the Purchaser if a manufacturer's defect ONLY. GeoCHEM, Inc. Warrants its products to be free from defects in materials and workmanship at the time of purchase. Replacement or repair will be at the discretion GeoCHEM, Inc. provided written notification is made to the company within 5 days of purchase. This warranty does not extend to damage done through mishandling or misuse of the product. GeoCHEM, Inc. shall not in any event be liable for incidental or consequential damages by reason of any warranty claim. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY ACCEPTING DELIVERY OF THE PRODUCT (S), PURCHASER WAIVES ALL OTHER POSSIBLE WARRANTIES. IT IS THE RESPONSIBILITY OF BUYER AND OTHER USERS TO MAKE THEIR OWN INDEPENDENT DETERMINATION THAT THE PRODUCT IS SUITABLE FOR THEIR INTENDED USE.
7. CONTINGENCIES: Neither Purchaser or GeoCHEM, Inc. shall be liable for its failure to perform hereunder if performance is made impracticable due to any occurrence beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes, inability to obtain economic materials, governmental laws, ordinances, rules, regulations, standards or decrees, inability to obtain raw material, equipment or transportation, and any other similar or different occurrence.
8. NON-WAIVER: Failure of Purchaser or GeoCHEM, Inc. to exercise any right hereunder upon one or more occasions shall not waive the right to exercise the same on another occasion.
9. INSPECTION AND CONDITION OF THE PRODUCT: The Purchaser shall carefully examine the Products on receipt of same. Claims by Purchaser must be made in writing within no later than two (2) business days from the date Purchaser learns of the nonconformity, but in no event no later than 5 days after the date of receipt of shipment, which Purchaser and GeoCHEM, Inc. agree is a reasonable time, or Purchaser’s claims shall be barred. Failure of such notice before GeoCHEM, Inc. has the opportunity to respond, shall be deemed acceptance of goods as received. In addition, GeoCHEM, Inc. must be given opportunity to investigate the claim before Purchaser disposes of Product or else Purchaser’s claim will be barred. GeoCHEM, Inc.’s liability to Purchaser shall in no event exceed the difference between the purchase price and the value as delivered. ANY damage to Product sustained during shipment MUST be noted on the Bill of Lading at the time of receipt or claim will be barred.
10. RETURN POLICY: No returns. All sales are final.
11. MISCELLANEOUS: The laws of the State of Alaska shall govern the execution, interpretation, and enforcement of this agreement, without giving effect to the principles of conflicts of laws thereof and Purchaser submits to the jurisdiction of Alaska courts. This contract is performable in Alaska, and venue of any legal settlement shall be in Alaska. These terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous communications, either oral or written, between the parties hereto. There are no understandings or representations of any kind whatsoever, except as expressly set forth herein. This Agreement shall be binding upon and enure to the benefit of the respective successor and assigns of each of the parties hereto, but, any assignment or delegation thereof by either party without the prior written consent of the other party shall be void, except where such assignment or delegation is in connection with the sale of the business to GeoCHEM, Inc. to which this Agreement relates. No modification or waiver of the terms and conditions hereof shall be binding on Purchaser or GeoCHEM, Inc. unless approved in writing by an authorized representative, nor shall the terms and conditions hereof be affected by the acknowledgment or acceptance of purchase order forms containing additional or different terms or conditions, whether or not signed by an authorized representative of Purchaser or GeoCHEM, Inc.. Neither course of performance nor course of dealing nor usage of trade shall be used to interpret, construe, qualify, modify, explain, or supplement any of the terms hereof.
12. FORCE MAJEURE: In any event and in addition to all other limitations stated herein, Seller shall not be liable for any act, omission, result or consequence, including but not limited to any delay in delivery or performance of any government order, any order bearing priority rating or order placed under any allocation program (mandatory or voluntary) established pursuant to law, local labor shortage, fire, flood, or other casualty, governmental regulation or requirement, shortage or failure of raw material, supply, fuel, power or transportation, breakdown of equipment or any cause beyond Seller’s reasonable control whether of similar or dissimilar nature to those above enumerated, or due to any strike, labor dispute, or difference with worker, regardless of whether or not Seller is capable or settling any such labor problem. Seller shall not be liable for any breach of this contract by an act of God, civil insurrection or disobedience, pestilence, war, or acts of third parties not under direct control of Seller.
13. SEVERABILITY: In case any provision herein shall be declared void, illegal, or otherwise invalid, the remaining provisions shall remain in effect and binding upon the parties.
14. ARBITRATION: Any dispute, controversy, or claim arising in connection with this Agreement shall be settled by binding arbitration as the sole remedy of the parties hereto, conducted in accordance with the American Arbitration Association arbitration rules for commercial disputes as in effect on the date of the order. The proceedings shall be concluded, and the Arbitrator shall render an award within ninety (90) days following selection. No award shall be made for punitive, special, exemplary, or consequential damages, including loss of profits or loss of business opportunity. The parties agree that any arbitration commenced under this provision shall take place in the State of Alaska.
The decision of the Arbitrator pursuant hereto shall be final and binding upon the parties.
TRADEMARK, COPYRIGHT, OPT-IN EMAIL DISCLAIMERS
Copyright Information:
Copyright 1997 - 2017, GeoCHEM, Incorporated, All Rights Reserved. Use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19 and all applicable law.
Opt-In Mailing List:
By submitting a question, comment, pricing and/or service request from Our Contact Us Page automatically opts you into our promotional mailing list. You agree that GeoCHEM, Inc. shall be free to send you, from time to time, additional product or company information, including newsletters, product advertisements and/or announcements. We will never sell or disclose your e-mail address to anyone.
Viewing, Copying, Printing & Distributing Documents:
Except as may be otherwise indicated in specific documents within this publication, you are authorized to view, copy, print, and distribute documents within this publication, subject to your agreement that:
1. Your use of material is for informational and non-commercial purposes;
2. You will not modify the documents or graphics;
3. You will not copy or distribute graphics separate from their accompanying text; Nor will you quote materials out of their context;
4. You will display the above copyright notice and retain any other copyright and other proprietary notices on every copy you make;
5. Neither GeoCHEM nor any third party has conferred upon you by implication, estoppels or otherwise, any license or right under any patent, trademark or copyright (except as expressly provided above).
Publication Provided "As Is":
This publication is provided "as is", for your information only, without warranty of any kind, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. You assume all risks concerning the suitability and accuracy of the information within this publication. This publication may contain technical inaccuracies or typographical, and/or database calculation errors. GeoCHEM assumes no responsibility for and disclaims all liability for any such inaccuracies, errors or omissions in this publication and in other documents referred to within or linked to this publication. Prices, technical specifications and product offerings are subject to change without notice, at any time.
Disclosure Of Ideas, Concepts And Techniques:
Should you, or any viewer of this publication, respond with information, feedback, data, questions, comments, suggestions, price quote requests or the like regarding the content of this publication, any such response shall be deemed not to be confidential and GeoCHEM shall be free to reproduce, use, disclose and distribute the response to others, without limitation. You agree that GeoCHEM shall be free to use any ideas, concepts or techniques contained in your response for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products incorporating such ideas, concepts or techniques.
Distribution of Publication:
This publication is distributed internationally and may contain references to GeoCHEM products, programs and services that have not been announced in your country. These references do not imply that GeoCHEM intends to announce such products, programs or services in your country.
Trademark Notice:
Trademark notice, product names, logos, designs, titles, words or phrases within this publication may be trademarks, service-marks, or trade names of GeoCHEM, Inc. or other entities and may be registered in certain jurisdictions.
