GEM INTERNATIONAL LMTD
Standard Terms & Conditions of Sale
All sales by GEM International lmtd (“Supplier”) to customer (“Customer”) are expressly subject to these terms and conditions (“Terms”). These Terms and any final quotation or proposal provided by Supplier, together with any other documents expressly accepted by Supplier, constitute the full and final understanding between Supplier and Customer (the “Contract”). Unless expressly accepted by Supplier, no terms or conditions in any way adding to, modifying, or otherwise changing the provisions stated herein shall be binding on Supplier. SUPPLIER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY CUSTOMER, WHETHER OR NOT CONTAINED IN ANY OF CUSTOMER’S BUSINESS FORMS OR ON CUSTOMER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SHALL BE VOID AND OF NO EFFECT UNLESS IN A WRITTEN AGREEMENT, SIGNED BY AN OFFICER, DIRECTOR, OR LEGAL COUNSEL (“Authorized Representative”) OF SUPPLIER, WHICH SPECIFICALLY REFERS TO “A MODIFICATION OF” OR “DEVIATION FROM” THE LANGUAGE OF GEM INTERNATIONAL LMTD STANDARD TERMS AND CONDITIONS OF SALE. Acceptance of delivery of goods or payment for any products (“Products”) sold constitutes Customer’s agreement to Supplier’s terms and conditions.
PRICE and PAYMENT: All prices specified are valid for 90 days from the date of Supplier’s proposal. Published pricing by Supplier is subject to change without notice.
Provided Customer has been approved for an open account, Terms are Net 30 days from the Date of Invoice. A late fee of the lesser of 1.5% per month or the maximum amount permitted under California law will be assessed on all past due invoices. For all other accounts, all amounts due for Products shall be paid by Customer in advance of shipment unless otherwise agreed to by Supplier. Past due accounts will be placed on Credit Hold, and NO shipments will be made until the account is brought current. At Supplier’s option, all amounts owed to Supplier by the Customer shall become immediately due and payable. The Customer further agrees to pay reasonable, but not less than Supplier’s actual attorneys’ fees and all other costs and expenses incurred by Supplier prior to and/or in proceedings to enforce, interpret, and construe this agreement or in connection with any obligation of the Customer hereunder.
DEPOSITS: All deposits on orders are non-refundable and all orders are non-cancellable after acceptance by Supplier.
CREDIT: All orders must be approved by Supplier’s Credit Department. Placement or acceptance of an order does not constitute the opening of an account on credit terms. Accounts placed on credit hold will not be authorized to receive product until their account is current and in good standing. Supplier reserves the right to require payment for any shipment hereunder in advance or, in the alternative, satisfactory security for such order if the financial performance or creditworthiness of Customer is unsatisfactory to Supplier. Such security includes, but is not limited to, execution by Customer of a promissory note, security agreement, financing statement, and/or personal guaranty. If Customer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Supplier may, at its option (and in addition to any other remedies available to Supplier at law or in equity), cancel any unshipped portion of this order. Notwithstanding the above, Customer shall remain liable for all its unpaid accounts. The undersigned shall not transfer or assign the account(s) relationship(s) created by the extension of credit pursuant to this agreement to any third party without Supplier’s prior written consent.
FORCE MAJEURE: Supplier shall not be liable for delays in shipment or default in delivery for any cause beyond Supplier’s reasonable control including, but not limited to, such things as (a) government action, war, riots, civil commotion, embargos or imposition of martial law; (b) Supplier’s inability to obtain necessary materials from its usual sources of supply; (c) shortage of labor, raw material, production or transportation facilities or other delays in transit; (d) labor difficulty involving employees of Supplier or others; or (e) fire, flood, or other casualty. In the event of any delay in Supplier’s performance due in whole or in part to any cause beyond Supplier’s reasonable control, Supplier shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any goods shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such goods.
FOR CUT-TO-SIZE AND SPECIAL ORDERED PRODUCTS SUPPLIER WILL NOT ACCEPT ANY RETURN OF PRODUCT.
For any and all products, installation equals acceptance and waiver of any defects.
CLAIMS: Claims for shortage must be filed directly with Supplier.
RETURNS: Merchandise may NOT be returned without an approved Return Merchandise Authorization (RMA) issued by Supplier. Requests for return merchandise must be made within 30 days from the date of invoice and must be accompanied by the original shipment invoice. All returns must be received FREIGHT PREPAID and are subject to a minimum 35% restocking charge, and up to the full charge for the product in the event it is not returnable by Supplier to the manufacturer. No returns will be accepted or credit issued for merchandise received unless the product is in unused/new condition in original packaging and not damaged, or Customer shall continue to be responsible for payment. The value of credit for return is at the sole discretion of Supplier. In no event will special order or custom goods be accepted for return.
ORDER CANCELLATION: Orders refused at the time of delivery will be subject to cancellation fees, restocking fees, and handling fees. Orders for custom products are non-returnable.
TAXES; TARIFFS: Prices are subject to state and federal taxes. Prices for merchandise do not include any sales, use, or other taxes or charges payable to state or local authorities. To the extent such taxes do not appear as an additional, separately itemized charge, Customer certifies that the sale of the goods is exempt from such tax; Customer has provided a copy of an original resale certificate, and Customer assumes the responsibility and liability for any such tax which may be found due, hereby agreeing to indemnify and hold Supplier harmless with respect thereof. Failure of the Customer to provide Supplier with a current valid resale certificate shall entitle Supplier to charge sales tax on all purchases.
In the event there are any changes in taxes, tariffs, or other similar charges that are enacted after the date of the Contract, Seller may unilaterally increase the price of Products in an amount reasonably necessary to cover any such increase, including, without limitation, escalation, delay damages, costs to re-procure, costs to change suppliers, costs of manufactured equipment or goods, or other costs of any kind resulting from such increase. Supplier shall not be liable for any additional costs or damages associated with any delay(s) resulting from such increase. In the event of any such increase that occurs after Supplier’s shipment of Product for which Customer has already remitted payment, Supplier may invoice Customer for any increase in price resulting from the increase and Customer shall pay each such invoiced amount net 30 days of the date of the applicable invoice.
INTELLECTUAL PROPERTY: Any proposals, prints, brochures, drawings, or other information furnished to Customer by Supplier are intended for confidential use by Customer, shall remain the property of Supplier, and shall not be disclosed or used to the detriment of Supplier’s competitive position. No such materials shall create or imply any warranty whatsoever regarding the appearance of the actual goods.
WARRANTY: All goods are sold AS IS. Supplier makes no warranties or representations with respect to any goods sold hereunder, either express or implied, as to the condition of the goods, or accessories thereto, as to its merchantability or fitness for any particular purpose, or as to any patent or latent defects in material, workmanship, or otherwise, and no such defect or unfitness shall in any way affect the obligations of Customer to comply with the terms hereof. All warranties, if any, applicable to the goods by the manufacturer, or a party other than Supplier, are the warranties of the manufacturer or such other party, and Supplier shall not be liable for performance under such warranties, unless otherwise endorsed in writing by Supplier.
PRODUCT CHARACTERISTICS: Product samples and the statements in Supplier’s brochures and advertising materials are for informational purposes only and are to be used only as a general guide for product specification.
The color of natural stone and the percentage, size, and shape of markings on such products will vary, which variation can be further exaggerated when materials are from multiple production runs or different manufacturers.
Updated 6/03/2024