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TERMS AND CONDITIONS OF PURCHASING OF GS3, LLC AND ITS SUBSIDIARIES AND AFFILIATES

“Buyer” shall refer to GS3, LLC and/or its affiliate or subsidiary as the case may be, and “Seller” shall refer to the entity listed on the face of a Purchase Order or the other Party executing these Terms and Conditions, (the “Terms”). (Buyer and Seller are each a “party” and collectively, the “Parties”.) The term “Purchase Order” as used herein shall mean any and all purchase orders issued to Seller by Buyer. The terms “Goods” or “Services” hereunder shall mean such goods or services, as the case may be, provided to Buyer by Seller pursuant to a Purchase Order.

  1. ACCEPTANCE: Any acceptance of a Purchase Order is limited to acceptance of the express terms of Buyer’s offer as set forth in these Terms and Conditions and the Purchase Order. Any proposal for additional or different terms or any attempt whatsoever by Seller to vary any of the terms of a Purchase Order (whether in Seller’s quotation form, acknowledgement form, invoice or otherwise) shall be deemed material and is hereby objected to and rejected. Seller’s written acceptance of the Purchase Order, or its earlier commencement of (i) work on the Goods subject to a Purchase Order or shipment of the Goods, whichever occurs first, or (ii) performance of all or any portion of the Services for which a Purchase Order has been issued, shall constitute acceptance of Buyer’s offer contained in a Purchase Order. Submission of an invoice or shipping statement referencing or relating to a Purchase Order, whether in writing or electronically, shall constitute a written acceptance of such Purchase Order and these Terms and Conditions. In addition to any other rights of Buyer, Buyer may cancel a Purchase Order at any time prior to Buyer’s actual knowledge of Seller’s acceptance.
  2. CUSTOMER TERMS: Except to the extent of any conflict with explicit terms of a Purchase Order, Seller shall comply with the general terms and conditions of purchasing of Buyers’ customer (“Customer”) or other agreement received by Buyer from the Customer, if the terms of such other agreement are provided to Seller, whereby Buyer agrees to supply to the Customer or to incorporate the Goods or Services into the products supplied by Buyer to the Customer. Buyer may but shall not be obligated to, from time to time, provide Seller with information regarding the Customer Purchase Order(s) but, in any event, Seller shall be responsible for ascertaining the general terms and conditions relevant to a Customer purchase order that may affect Seller’s obligations hereunder. Without restricting the foregoing, Seller shall take such steps, provide such disclosure and do all things as may be necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations to the Customer under the Customer’s purchase order(s). If there is any conflict or inconsistency between this paragraph and any other paragraph in any Purchase Order, Buyer shall have the right to have the provisions of this paragraph and these Terms prevail.
  3. LABELING, PACKING AND SHIPPING: All Goods are to be suitably prepared for shipment and must be labeled, packed and shipped in accordance with Buyer’s specifications as set forth on any Purchase Order as the same may be amended from time to time (including the marking of all cases, packages, boxes or other containers with the number of the related Purchase Order, and enclosing therewith or attaching thereto a shipping notice showing the contents thereof, together with the name of the Seller and, if different, the name of the shipper). The pricing set forth in a Purchase Order shall be inclusive of labeling, packing, boxing and crating and Seller shall not charge Buyer for labeling, packing, boxing or crating except as stated specifically in a Purchase Order. Goods shipped in advance of Release’s (as defined hereinafter) or the shipping dates specified in a Purchase Order or Release, or in excess of the quantity ordered, shall be at Seller’s risk, and may be returned to Seller, with all transportation charges both to and from the original destination payable by the Seller. If the Goods are not shipped in strict accordance with these Terms and Conditions, Buyer’s directions and/or the instructions set out in a Purchase Order or Release, if any, then Seller shall pay or reimburse Buyer, as the case may be, for any excess costs occasioned thereby.
  4. DELIVERY:
    1. Time is of the essence with regard to performance under any Purchase Order.
    2. Deliveries are to be made both in the quantities and at the times specified in a Purchase Order or if not specified therein, in such quantities and at such times as may be indicated in Buyer’s Releases or other instructions. If Seller is unable to make shipments as specified in a Purchase Order or in a Release or other instructions from Buyer, then Seller will immediately notify Buyer and Buyer shall have the right to cancel such Purchase Order without liability and without prejudice to Buyer’s right to claim from Seller any losses or damages occasioned thereby. If Seller fails to make deliveries or perform Services at the agreed upon time, all damages suffered by Buyer and any premium transportation or other costs required to meet the specified delivery scheduled will be at the expense of Seller.
    3. For purposes of a Purchase Order, notwithstanding any agreement concerning payment of freight expenses, delivery shall not have occurred and the risk of loss shall not have transferred to Buyer until delivery of the Goods to Buyer’s facility and acceptance by Buyer thereof. Buyer shall not be required to make payment for Goods delivered to Buyer which is in excess of quantities specified in Buyer’s delivery schedules.
    4. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the prices for the Goods.
    5. Title to any Goods shall pass to Buyer from the earlier of the date upon which Buyer has made payment for such Goods or delivery of such Goods to Buyer and no reservation of title clause proposed by the Seller shall be effective against the Buyer, except if expressly accepted in writing by the Buyer. The Seller shall assure that no reservation of title clause shall be asserted by its subcontractors for any element delivered by them and which is part of the Goods and/or Services.
    6. Transfer of risk of loss related to the Services shall be upon their final acceptance by Buyer as set forth in these Terms.
  5. PRODUCTION CAPACITY; FLEXIBILITY: If quantities or dates are not indicated in a Purchase Order, then they will be specified by Releases issued by Buyer. The term “Release” means Buyer’s authorization for shipment of the Goods, which authorization may be electronic or in writing and which (i) shall specify the quantity of the Goods and the delivery dates and (ii) may authorize Seller to procure raw materials and/or components.
    1. In the event that Buyer’s Customer imposes an increase in production for which the Goods or Services are required, the Seller agrees to fulfill upon Buyer’s request any additional requirements for Goods or Services at the agreed pricing in the Purchase Order and without additional compensation.
    2. In the event that Buyer’s Customer imposes a reduction or stoppage of production for which the Goods or Services are required, Buyer shall have the right, without any liability whatsoever:
      1. With respect to a reduction in production to adjust the quantities ordered from the Seller accordingly, without additional cost; and
      2. With respect to stoppage of production, to terminate any related Purchase Order(s) and related agreements without cause and as an event of Force Majeure without cost to Buyer.
      3. In the event of such termination or reduction, except to the extent compensated by Buyer’s Customer, each of the Parties shall bear its own costs resulting from such circumstances.
    3. Seller at its expense shall fabricate from production tooling and processes and furnish to Buyer the number of samples specified on the face of any Purchase Order or if none is specified, a reasonable number of samples. Seller shall inspect such samples before delivery and shall certify inspection results as requested by Buyer.
    4. Seller agrees to ship goods and services to Buyer in conformance with Buyer’s terms and conditions and authorization. In the event shipments are made in excess of the directions provided to Seller by Buyer, Buyer will analyze and evaluate the extra cost of storing, protecting, and documenting such excess, and reserves the right either to return the excess to Seller at Seller’s costs or to debit Seller for the cost resulting therefrom.
    5. Seller agrees to supply, at Buyer’s request, the part(s) subject to any purchase order for Seller’s service and/or part replacements for a period of seven (7) years following the deletion of such part(s) from this purchase order or the termination of this purchase order.
    6. Seller must have a tooling and production plan in place that will enable Seller to supply Buyer’s peak daily, weekly and annual requirements for the part, including service parts and Seller’s capacity as stated in this order is based on such tooling and production plan. Seller understands and acknowledges that Buyer’s peak requirements for the part, including service parts, may at times exceed Seller’s capacity stated in the purchase order, and Seller is able to and will supply such peak requirements.
  6. ACCEPTANCE OF GOODS OR SERVICES; DEFECTIVE AND/OR NONCONFORMING GOODS AND SERVICES:
    1. Acceptance of Goods.
      1. Buyer shall do its best to inform the Seller of any apparent defects in the Goods as soon as possible from the time at which such defects should be detectable in the ordinary course of operations.
      2. Buyer’s failure to assert a claim or reserve such claim at the time of delivery and/or payment for Goods shall not be considered as a final acceptance of the Goods delivered, nor as an acceptance of the amount invoiced, and shall not, under any condition, be deemed as a waiver by Buyer of its right to assert any claim in the future in accordance with all applicable laws.
    2. Rejection of Goods. Buyer reserves the right to reject the Goods in any form whatsoever in the event of a material non-compliance of the Goods. Buyer also reserves the right to reject delivery of excess quantities of the Goods in the same manner.
    3. Acceptance of Services.
      Services shall be accepted by Buyer only upon completion of performance which shall occur either:

      1. upon the date provided in the Purchase Order or other written agreement, and only if Services are satisfactory without reservation; or
      2. upon the date on which all reservations have been withdrawn by Buyer as evidenced by Buyer’s execution and delivery of a corresponding completion certificate.
    4. Rejection of Services.
      Buyer reserves the right to reject the Services if:

      1. at the completion date of the Services, the Services do not materially conform without reservation; or
      2. Buyer’s reservations have not been withdrawn within the time limits established by the Parties and the Services do not materially conform; or
      3. the Seller has failed to comply with the Service delivery schedule or completion deadlines.
    5. Defective and/or nonconforming Goods and Services.
      1. If any of the Goods or Services fail to meet the warranties contained in these Terms, any applicable law or any other written agreement between the Parties, the Buyer shall have at any time, without prejudice to the right of Buyer to terminate or to claim compensatory damages, the option, to:
        1. have such Goods repaired or replaced immediately by and at the sole expense of the Seller, who shall have no right to raise any objections or claims regarding the production or delivery schedule or as to Services have such Services performed again immediately by and at the sole expense of the Seller, who shall have no right to raise any objection; or
        2. have such nonconforming Services performed by a third party designated by Buyer, at the sole expense of the Seller who shall have no right to raise any objection; or
        3. have the purchase price for the Goods or payment for Services refunded promptly upon demand of Buyer; or
        4. otherwise satisfactorily deal with the defective or nonconforming Goods or Services (including, to the extent applicable, participation in recall, claims adjustment and other similar programs) in a manner acceptable to Buyer in its sole discretion, at Seller’s sole expense.
      2. Any rejected Goods must be recovered by the Seller at its sole expense and risk within eight (8) calendar days following notice of rejection by Buyer. It is expressly agreed that after such time, Buyer may, without any liability whatsoever, at the Seller’s sole cost, expense and risk, either destroy the rejected Goods, or return them to the Seller.
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GS3 is part of Deshler Group. Based in the Detroit area, Deshler offers global solutions, from IT, supply chain management, manufacture and assembly to storage, packaging, distribution and transport.

Copyright 2017 GS3 – Global Strategic Supply Solutions | All Rights Reserved | Terms and Conditions

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