These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Gemara Inc. and its affiliates (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Sellers failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
The prices of the products are those specified on the invoice. Orders with prices set by error, mistake, or misunderstanding may be canceled. Seller may choose the delivery method as long as it is consistent with the typical delivery times advertised.
Unless otherwise shown and collected by Seller, all taxes including federal, state and local sales, excise and valued added, goods and service taxes, or any other taxes, are the responsibility of Buyer. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon.
Payments are collected when the order is placed but does not imply order acceptance by Seller. Acceptance by Seller is made by shipping product or starting work on product.
Seller’s delivery dates or times are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an order does not entitle Buyer to cancel other orders accepted by Seller.
Any discrepancy in shipment quantity must be reported within 7 days after delivery.
Seller will transfer to Buyer any Product warranties and indemnities authorized by the manufacturer. Seller warrants to Buyer that products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value-added work performed by Seller on such Products will conform to applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited to (at Seller’s election) (1) refund of Buyer’s purchase price for such Production (without interest), (2) repair of such Products, or (3) replacement of such Products; provided that such Products may be returned to Seller at Seller’s request. No warranty will apply if the Product has been subject to misuse, neglect, accident or modification.
Refunds will only be issued on non-personalized items (but not return shipping or original shipping) that are returned at Buyer’s expense within 30 days of purchase and are in new, sellable condition. Seller often chooses to refund products sold more than 30 days previous that are still in new, sellable condition.
Refunds or a replacement item will be made on any defective or incorrectly sent item at Buyer’s request for items purchased within 30 days.
All orders placed by Buyer are subject to acceptance by Gemara Inc. Orders may not be canceled after Seller has commenced work.
Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON (a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.
General: (a) The laws of the State of Texas will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns.