Global Lift Corp. dba Global Pool Products Terms and Conditions
These Terms and Conditions shall govern all purchase orders placed by your company (“Purchaser”) for the supply of goods and/or services by Global Lift Corp. d/b/a Global Pool Products (“Supplier”).
These Terms and Conditions prevail over any terms or conditions contained in any other documentation and expressly exclude any of Purchaser’s general terms and conditions of purchase or any other document issued by Purchaser in connection with its Order.
1. ORDERS. – The purchase order (the “Order”) is an offer by Purchaser to buy the goods and/or services described therein, and it becomes a binding contract on these Terms and Conditions when accepted by Supplier on the earlier of Supplier’s: (1) signature on the Order, (2) written or electronic acknowledgement of the Order, (3) shipment or delivery of goods, (4) commencement of work or services, or (5) acceptance of payment.
2. CHANGE ORDERS – Once accepted, the Order cannot be canceled or modified, nor can delivery schedules be changed, without the written consent of Supplier. Supplier may accept or reject Purchaser’s request to modify the Order in Supplier’s sole discretion. Purchaser shall hold Supplier harmless from any losses, claims, damages, expenses, etc. resulting against Purchaser pursuant to Supplier’s determination to reject any such modification.
3. WARRANTIES – Supplier’s warranties, if any, and which Supplier may change from time to time, will be set forth in the owners’ manual for the specific products ordered (“Supplier’s Limited Warranty”). SUPPLIER’S LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. PURCHASER’S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY IS REPAIR, REPLACEMENT, OR REFUND, AT SUPPLIER’S SOLE OPTION. ANY ATTEMPT BY PURCHASER TO CREATE, EXPAND, OR MODIFY ANY WARRANTIES WILL BE OF NO FORCE OR EFFECT.
4. PRICE AND INVOICING. – Supplier will invoice Purchaser for all products purchased through the Order after shipment of such products. Payment shall be due and payable in whole on the date specified on such invoice. Supplier may charge a reasonable interest rate, in its sole discretion, on past-due amounts. Supplier shall be entitled to receive all expenses of collection, including attorneys’ fees, related to any action initiated to collect past due amounts.
5. OWNERSHIP OF PROPERTY – All tooling, drawings, fixtures, equipment, and the like that relate in any way to the design and production of products is solely owned by Supplier unless otherwise provided for in a writing signed by Supplier.
6. SHIPPING/RISK OF LOSS – The method of shipping shall be set forth in the Order. Title and risk of loss shall pass to Purchaser upon delivery to carrier for orders that are FOB Supplier’s plant, and upon delivery to destination for orders that are FOB destination.
7. RETURNS/INCORRECT OR DAMAGED GOODS. – Any request by Purchaser to return products must be delivered in writing by Purchaser to Supplier. Purchaser acknowledges and accepts that Supplier retains the right to deny or accept Purchaser’s return request, in Supplier’s sole discretion.
In the event Purchaser claims a shortage or damaged or incorrect products, Purchaser must give Supplier written notice of such claim within 30 days after Purchaser receives shipment of the products. Failure to give this notice shall constitute an unqualified acceptance and waiver by Purchaser of all claims for shortages or damaged or incorrect products. In the event any returned products are deemed by Supplier to be defective, then Supplier shall either refund the purchase price of the defective products, replace the defective products with products deemed to be non-defective at Supplier’s expense, or provide Purchaser with a credit in the amount of the purchase price of the defective products. To the extent the returned products are not deemed to be defective, Purchaser shall bear all handling and transportation expenses involved with such return and shall not be entitled to a refund of the purchase price or replacement of the products except at Supplier’s sole and exclusive discretion.
8. INDEPENDENT CONTRACTOR. – This Agreement is made with Supplier acting as an independent contractor and not as an employee, joint venture partner, or other legal representative of Purchaser. Purchaser will not represent that Supplier is an agent or legal representative of Purchaser or incur any liabilities or obligations on behalf of Supplier without Supplier’s prior written authorization.
9. END USER. -Purchaser acknowledges and agrees that unless otherwise agreed to in a writing executed by both Supplier and Purchaser, Supplier shall not be responsible for any costs sustained by Purchaser in connection with Purchaser’s sale of any products to a customer of Purchaser, or any other end user of such products, unless otherwise provided for herein. For the avoidance of doubt, and in furtherance of the prior sentence, Purchaser acknowledges and agrees that Supplier shall not be liable for any chargebacks, costs, expenses, shipping, field work or product implementation, etc., related to or originating from Purchaser’s customers or other end users of the products.
10. LIMITATIONS. – SUPPLIER SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE, OR IMPUTED NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR DAMAGE TO THE PRODUCT, PROPERTY DAMAGE, DEATH, PERSONAL INJURY, LOSS OF USE, GOODWILL, REVENUE OR PROFIT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT, ADDITIONAL COSTS INCURRED BY PURCHASER (BY WAY OF CORRECTION OR OTHERWISE) OR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
This exclusion applies even if Supplier’s Limited Warranty, if any, fails of its essential purposes and regardless of whether such damages are sought for breach of warranty, breach of contract, negligence, or strict liability in tort or under any other legal theory. SUPPLIER’S LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY PURCHASER FOR THE RELEVANT PRODUCTS.
11. FORCE MAJEURE. – Upon written notice to the other party, Purchaser or Supplier may delay delivery or acceptance, and such delay will not be considered a breach of, or default under, the Order if the delay is caused by a Force Majeure Event which makes the affected party’s performance impossible or impracticable, either in whole or in part. “Force Majeure Event” will mean causes beyond the reasonable control of Purchaser or Supplier, including but not limited to, war, riot, terrorism or threat of terrorism, civil disorder, strikes, earthquake, fire, explosion, flood, government action, a failure of manufacturing equipment, the unavailability of raw materials at commercially reasonable prices, or embargoes, so long as such causes are not due to Purchaser’s or Supplier’s fault or negligence. The party affected by the Force Majeure Event will use its best efforts to cure the delay.
12. CONFIDENTIALITY; INFORMATION SECURITY. -All confidential or proprietary information of Supplier, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, whether disclosed orally or in writing and whether or not marked, designated, or otherwise identified as “confidential”, in connection with the Order is confidential, solely for the use of performing the Order, and may not be disclosed or copied unless Supplier agrees in writing. Upon Supplier’s request, Purchaser shall promptly return all documents and other materials received from Supplier. This section shall not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.
13. ASSIGNMENT. -Purchaser will not assign or transfer the Order, or any part thereof, without the prior written consent of Supplier.
14. GENERAL PROVISIONS. – Any waiver by Supplier of compliance with any of these Terms and Conditions will not be deemed a waiver of any other terms hereof and will not be deemed a waiver of any of Supplier’s rights, privileges, claims, or remedies. These Terms and Conditions and the Order constitute the entire agreement between the parties. All prior agreements, written or oral, relating to the subject matter hereof are superseded by the terms hereof. Such Terms and Conditions may be modified only by a writing signed by both parties. The provisions herein are severable, and in the event that any provision is held to be unenforceable, the remaining provisions will continue in full force and effect. These Terms and Conditions and the Order are governed by, and will be construed in accordance with, the laws of the state of Michigan, without regarding the conflicts of laws principles thereof. The parties consent to the exclusive jurisdiction of the State and Federal courts located in Huron County, Michigan for all disputes in any way related to or arising out of these Terms and Conditions or the Order.