Pro Rider Operations Manual
Rev. 08/2016
Page | 4
Terms & Conditions of Sale:
GSSC, Inc.’s Terms & Conditions of Sale (“Terms & Conditions”)
588284v4
1. ACCEPTANCE
: Acceptance of any purchase order from a customer or potential customer (“Buyer”) is subject to credit approval by GSSC, Inc.
(“Seller”), acceptance of the purchase order by Seller and, when applicable, any manufacturer, vendor, or other third party that provides goods to Seller
for resale to Buyer (“Vendor”). If Seller, in its sole discretion, determines that Buyer's credit becomes unsatisfactory or it has reasonable grounds for
insecurity, Seller reserves the right, upon notice to Buyer, to demand adequate assurance of due performance from Buyer and/or terminate any
purchase order with no liability to Seller. BY REQUESTING A QUOTE FROM SELLER, ACCEPTING AN INVOICE FROM SELLER, OR
PRESENTING A PURCHASE ORDER TO SELLER, BUYER CONFIRMS THAT THESE TERMS & CONDITIONS SHALL GOVERN ALL
PURCHASES OF PRODUCTS OR MATERIALS PROVIDED TO BUYER BY SELLER (“GOODS”). GOODS SOLD BY SELLER ARE EXPRESSLY
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SET
FORTH IN A PURCHASE ORDER OR SIMILAR COMMUNICATION RECEIVED FROM BUYER ARE OBJECTED TO AND SHALL NOT BE BINDING
UPON SELLER UNLESS SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED CORPORATE OFFICER OF SELLER.NO SELLER
EMPLOYEE OR AGENT HAS THE AUTHORITY TO MODIFY THESE TERMS & CONDITIONS VERBALLY. SELLER OBJECTS TO AND REJECTS
ANY TERMS BETWEEN BUYER AND ANY OTHER PARTY, AND NO SUCH TERMS, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENT
REGULATIONS OR “FLOWDOWN” TERMS, SHALL BE A PART OF OR INCORPORATED INTO ANY PURCHASE ORDER FROM BUYER TO
SELLER, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
2. PRICES AND TAXES
: Buyer agrees to pay the prices quoted by Seller or listed on any related invoice, and is responsible for additional applicable
shipping and handling charges, taxes, duties, and charges for import and export licenses and certificates. All prices quoted by Seller are subject to
change without notice. Seller will generally collect applicable taxes along with the purchase price unless Buyer submits a valid tax exemption
certificate, and indicates which Goods are covered by it. Prices on special-order Goods may be subject to change before shipment. In order to be
corrected, any discrepancies in pricing and/or quantities on invoices must be reported by Buyer within thirty (30) days of the invoice date.
3. PAYMENT
: Payment terms are 30 days net from the invoice date or upon such other terms approved by Seller in writing. Retainage shall not apply,
and Buyer shall not hold back any retainage from Seller, even if retainage is part of any contract between Buyer and any other party. Payment is not
contingent on Buyer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Buyer expressly
represents it is solvent at the time it places any purchase order with Seller. Seller, in its sole discretion, may determine that Bu
yer’s financial condition
requires full or partial payment prior to manufacture or shipment. If Buyer fails to make any payment when due, Seller reserves the right to suspend
performance. Buyer agrees to pay a charge on all amounts past due at the rate of 1 ½% per month (18% per year) or the maximum lawful rate,
whichever is less. In the event of non-payment, Buyer agrees to pay Selle
r’s reasonable attorney fees and court costs, if any, incurred by Seller to
collect payment, and all applicable interest charges. Seller may apply payments to any outstanding invoices unless Buyer provides specific payment
direction.
4. TITLE AND RISK OF LOSS OR DAMAGE
: As to Goods delivered directly by Seller, title passes upon delivery at the place Buyer receives
possession; and, thereafter, all risk of loss or damage shall be on Buyer. All other sales are F.O.B., point of shipment, and Buyer takes title and
assumes responsibility for risk of loss or damage at the point of shipment for such sales. Claims for Goods damaged in transi
t are Buyer’s sole
responsibility when not delivered directly by Seller.
5. QUOTATIONS
: All quotations expire thirty (30) days from the date of the quotation unless otherwise noted on the quotation. This time limit applies
even if Buyer uses the quotation to submit a job or project bid to any other party.
6. ASSIGNMENT
: The Buyer’s rights and responsibilities under any purchase order or these Terms & Conditions shall not be assigned by Buyer
without the express written consent of the Seller.
7. RETURN OF GOODS:
Permission to return items must be requested and granted in advance. No credit will be given if items are returned prior to
requesting and receiving permission. Subject to the foregoing, Seller shall accept returns of Goods for any reason for a period of thirty (30) days
following shipment for exchange or refund of the purchase price; provided, that such Goods must be unused and are subject to a 15% restocking
charge, which may be increased or decreased, in the Seller’s sole discretion, depending on the reason for such return. Any Goods which were special
ordered by Buyer are may not be returned, and any such Goods which are returned are subject to a restocking/cancellation fee of 100% of the cost of
the Goods. Goods shall be deemed accepted by Buyer (and cannot thereafter be returned), if Buyer fails to object to the Goods within thirty (30) days
after the Goods are received by Buyer.
8. CANCELLATION:
The Buyer may cancel any purchase order prior to shipment of the Goods by mutual agreement of the parties and upon payment
to Seller of reasonable and proper cancellation charges.
9. TERMINATION:
Seller may terminate the whole or any part of any purchase order if there is a material breach of these Terms & Conditions. In the
event of any such breach, the Seller will provide Buyer with written notice of the nature of the breach and the Seller’s intention to terminate for default.
In the event Buyer does not cure such failure within ten (10) days of such notice, Seller may, by written notice, terminate the purchase order; provided,
that Buyer shall continue its performance to the extent not terminated.
10. CHANGE IN BUYER’S FINANCIAL CONDITION:
Seller reserves the right to cancel any order or to require full or partial payment in advance
without liability to Seller in the event of: (i) insolvency of the Buyer; (ii) the filing of voluntary petition in bankruptcy by Buyer; (iii) the appointment of a
Receiver or Trustee for the Buyer; (iv) the execution by Buyer of an assignment for benefit of creditors; or (v) past due payment on previous shipments
to Buyer by Seller. Seller reserves the right to cancel Buyers credit at any time for any reason.
11. INTERPRETATION RESPONSIBILITY; PRODUCT USE AND SAFETY
: Seller does not guarantee that the Goods it sells conform to any plans
and specifications or intended use. When plans and specifications are involved, Buyer is solely responsible for
verifying Seller’s interpretations of such
plans and specifications, and it is Buyer’s sole responsibility to assure that Seller’s Goods will be acceptable for any specific job. When Seller offers
substitute Goods on any proposal, Buyer is solely responsible for confirming their acceptability.
12. DELIVERY
: Shipping dates given in advance of actual shipment are approximate and not guaranteed. All contract dates and timelines begin upon
receipt by Seller of a purchase order, Buyer’s acceptance of these Terms & Conditions, and the payment of any required down payment.
13. EXCUSABLE DELAYS
: Seller shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including,
without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by any Vendor, or
any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the
time lost by reason of delay. If Goods are held or stored beyond the delivery date for the convenience of Buyer, such Goods shall be so stored at the
risk and expense of Buyer.
14. CLAIMS:
Claims for any nonconforming Goods must be made by Buyer, in writing, within ten (10) days of Buyer’s receipt of such Goods and must
state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such ten (10) day period shall
constitute an unqualified acceptance of such Goods by Buyer, and a waiver of any right to reject or revoke acceptance of such Goods.
