Order Terms and ConditionsLast Updated: June 05, 2018
Order Terms and Conditions
1. Acceptance Agreement. Any acceptance of this order is expressly limited to the terms hereof
2. Taxes. Customer agrees to pay, and Carolina Ground Service Equipment, Inc. may withhold, any and all taxes imposed by law upon or on account of the goods, materials, or services specified on the front page of this order, unless otherwise agreed.
3. Payment Terms. Payment shall be made in accordance with the terms set forth on the front page of this order. Unless otherwise agreed to in writing, invoices shall be paid within 30 days after the receipt of the invoice from Carolina Ground Service Equipment, Inc.; provided, however, that the invoice date shall not be earlier than the date of shipment. Carolina Ground Service Equipment, Inc. reserves the right to apply a 1.0 percent monthly service fee for any invoice over 30 days.
4. Customer Designs. With respect to materials and goods made in accordance with a design furnished by Customer, Customer agrees to defend, protect and save harmless Carolina Ground Service Equipment, Inc., its successors, assigns, customers and users of its products, against all suits in law or in equity and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent, any copyright, or any alleged unfair competition resulting from similarity in design, trademark or appearance, by reason of the use of a design furnished by Customer, including, without limitation, court costs and attorneys' fees, royalties, or profits and punitive damages.
5. Delivery/Risk of Loss. All costs of shipping and delivery, including but not limited to freight, insurance, customs, duties, handling and other incidental transportation charges shall be the responsibility of Customer. Customer shall also be responsible for any export documentation. Risk of loss or damage to the Products shall pass from Carolina Ground Service Equipment, Inc. to Customer when the Products have been loaded at the origin of manufacturing for delivery to Customer.
6. Termination. Carolina Ground Service Equipment, Inc. reserves the right to terminate this order or any part hereof for its sole convenience. If this order is so terminated, Carolina Ground Service Equipment, Inc. shall not be liable for the expense arising therefrom or relating thereto other than return of advance payments. If terminated by Customer, Carolina Ground Service Equipment, Inc. reserves the right to apply a reasonable cancellation fee.
7. Change Orders. If Customer at any time makes changes to this order and Carolina Ground Service Equipment, Inc. agrees to accept any such changes and any such changes cause an increase or decrease in the cost or the time required for the performance of this order, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly.
8. Rights and Remedies. The rights and remedies herein shall be cumulative and additional to any other or further rights and remedies available at law or in equity. A party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege shall not thereafter waive anyother terms, conditions, or privileges.
9. Force Majeure. This order is subject to modification by Carolina Ground Service Equipment, Inc. in the event of fire, accidents, labor disputes, government acts, acts of God or any other conditions beyond Carolina Ground Service Equipment, Inc.'s control.
10. Limitation of Liability. Customer acknowledges that Carolina Ground Service Equipment, Inc. would not have entered into this order or agreed to the pricing structure of the same but for the following limitations on its liability. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ANTICIPATED REVENUE, SAVINGS OR GOODWILL, OR BUSINESS OPERATION LOSS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF IN ADVANCE, WHETHER ARISING IN OR CAUSED BY BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE. THE LIABILITY OF CAROLINA GROUND SERVICE EQUIPMENT, INC., UNDER ANY THEORY OF LAW OR EQUITY, INCLUDING WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT/PURCHASE ORDER OR THE INTENDED FULFILLMENT OF ANY OF CAROLINA GROUND SERVICE EQUIPMENT, INC.'S OBLIGATIONS UNDER THIS AGREEMENT/PURCHASE ORDER, IS LIMITED TO THE AMOUNT REQUIRED TO REIMBURSE CUSTOMER FOR DIRECT MONEY DAMAGES NOT TO EXCEED THE TOTAL PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCTS.
11. Proprietary Rights. Other than as expressly provided in writing, nothing herein will give Customer any right, title, or interest in the intellectual property of Carolina Ground Service Equipment, Inc. Customer shall not remove, alter, cover or obfuscate any proprietary rights notices placed or embedded by Carolina Ground Service Equipment, Inc. on or in any Products. Customer shall not, and shall not authorize any third party to, modify, alter, reverse engineer, disassemble, or decompile the Products.