The terms that govern purchase orders issued by Grand Quest Industries LLC.
(a) These General Terms and Conditions of Purchase (these “Terms”) apply to every purchase order, release, or similar ordering document issued by Grand Quest Industries LLC, d/b/a GQI (“GQI” or “Buyer”) (each, an “Order”) for goods (“Goods”) and/or services (“Services”) from the seller identified in the Order (“Seller”). Each Order is an offer by GQI to purchase strictly on these Terms and is expressly limited to and conditioned on Seller’s assent to these Terms. Orders may be issued and transmitted electronically (including by email, EDI, or supplier portal) and have the same force as signed paper documents.
(b) Seller accepts the Order, and these Terms, by any of the following, whichever occurs first: written acknowledgment; commencement of performance; shipment of any Goods; or acceptance of payment. GQI OBJECTS TO AND REJECTS ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS IN ANY QUOTATION, ACKNOWLEDGMENT, INVOICE, ORDER CONFIRMATION, CLICK-WRAP, OR OTHER DOCUMENT OF SELLER, ALL OF WHICH ARE DEEMED MATERIAL ALTERATIONS AND ARE OF NO EFFECT, unless expressly accepted in a writing signed by an authorized representative of GQI. An automatically generated acknowledgment, portal confirmation, or invoice legend of Seller does not modify these Terms even if GQI does not separately object to it.
(c) These Terms do not obligate GQI to purchase any quantity except as stated in an issued Order, and do not establish an exclusive relationship.
(d) No modification of an Order or these Terms binds GQI unless made in a writing signed by an authorized representative of GQI. Course of dealing, course of performance, and usage of trade do not modify these Terms.
If GQI and Seller have executed a distribution agreement, master purchase agreement, quality agreement, or other signed written agreement covering the subject matter of an Order, that signed agreement controls to the extent of any conflict with these Terms. Otherwise, the following order of precedence applies: (i) the face of the Order (including any special terms); (ii) these Terms; (iii) specifications, drawings, and other documents incorporated by reference in the Order. Seller’s quotation is incorporated only to the extent it describes the Goods, specifications, and pricing, and not as to any terms and conditions it contains.
These Terms apply in full to every purchase for which no separately signed or previously agreed terms of purchase exist between GQI and Seller, and appear on or are referenced by every GQI purchase order.
(a) Nothing in these Terms or any Order commits GQI to any minimum volume of purchases, to purchase exclusively from Seller, or to continue purchasing at any historical level. GQI may purchase the same or similar goods and services from any other source at any time.
(b) Any forecast, projection, estimate, planning schedule, or expression of anticipated volume that GQI provides is furnished for planning purposes only, is not a commitment, and creates no liability of GQI. The only quantities GQI is obligated to purchase are those stated on the face of an issued Order (or firm releases issued under an Order). Seller is responsible for its own decisions to acquire materials, reserve capacity, or build inventory in anticipation of Orders that have not been issued.
(c) If GQI and Seller agree in a signed writing to a blanket Order with releases, only firm releases are binding commitments, and any material-authorization or fabrication-authorization liability of GQI must be expressly stated in that writing to be effective.
(a) TIME IS OF THE ESSENCE for Seller’s performance. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Order. Unless the Order states otherwise: (i) for shipments originating within the United States, delivery shall be FOB destination - GQI’s facility at 4796 Colt Road, Rockford, Illinois 61109, or the other ship-to location stated in the Order, with freight prepaid by Seller unless the Order provides otherwise; and (ii) for shipments originating outside the United States, delivery shall be FCA Seller’s premises (Incoterms® 2020): Seller shall properly pack, prepare export documentation for, and load the Goods onto the carrier designated by GQI, and GQI will arrange and pay main carriage and insurance and act as importer of record, bearing import duties and tariffs, subject to Seller’s documentation obligations in Section 9.
(b) Seller shall notify GQI immediately in writing upon learning of any actual or potential delay, including cause, effect, and recovery plan. If Seller fails to deliver on time for reasons not excused under Section 33, GQI may, without limiting its other remedies: (i) require expedited shipment at Seller’s sole cost as provided in Section 5; (ii) cancel all or part of the Order without liability; and/or (iii) purchase substitute goods and recover from Seller the excess costs of cover.
(c) GQI is not obligated to accept deliveries made more than five (5) business days in advance of the scheduled date, partial deliveries, or quantities in excess of the Order, and may return the same at Seller’s risk and expense or hold them at Seller’s cost. GQI may, at its option, accept an early delivery and defer payment until the date payment would have been due had delivery occurred on schedule.
(d) Seller shall advise GQI, or GQI’s designated carrier or freight forwarder, of shipment promptly upon dispatch, including carrier, tracking or bill-of-lading reference, and expected arrival date. GQI’s count of Goods received at destination is presumed correct absent Seller’s documented proof to the contrary.
Seller shall ship by the method and carrier specified in the Order or in GQI’s routing instructions. If, because of Seller’s act, omission, or delay not excused under Section 33, Goods must be shipped by a method more expensive than the method specified in order to meet the delivery date (including air freight, courier, dedicated truck, or expedited handling), Seller shall pay, or reimburse GQI on demand for, the difference between the premium and the standard transportation cost, together with any documented expedite, downtime, or late-delivery charges imposed on GQI by its customer to the extent attributable to Seller’s delay. GQI may, at its option, arrange the premium transportation itself and charge the difference back to Seller against amounts otherwise payable, supported by documentation.
(a) Title to and risk of loss of the Goods pass to GQI upon completion of delivery in accordance with the applicable delivery term, except that Goods rejected by GQI remain at Seller’s risk. ANY RETENTION-OF-TITLE, “ROMALPA,” OR SIMILAR CLAUSE ASSERTED BY SELLER IS REJECTED AND SHALL BE OF NO EFFECT.
(b) Seller warrants that all Goods are delivered free and clear of all liens, security interests, and encumbrances, and shall cause any lien, security interest, or encumbrance asserted against the Goods, or against GQI’s or its customer’s property arising from Seller’s performance, to be discharged at Seller’s sole expense within fifteen (15) days after its assertion (except to the extent the lien arises from GQI’s failure to pay undisputed amounts due under Section 8).
(c) Upon GQI’s request, and as a condition of final payment where GQI so states in the Order, Seller shall furnish waivers and releases of lien, in customary form, from Seller and from any subcontractor or supplier of Seller that could assert a lien in connection with the Order, covering the Goods and Services and any real property on which Services are performed.
(a) Prices stated in the Order are firm and not subject to increase for any reason, including changes in raw material, energy, labor, freight, or currency exchange rates, unless GQI agrees otherwise in a signed writing. If Seller sells substantially similar goods at a lower price to any similarly situated customer during the term of an Order, Seller shall extend the lower price to GQI for the balance of the Order.
(b) Except as stated in the Order, prices include all packaging, crating, marking, labeling, documentation, and certification costs, and Seller shall make no separate charge for containers, boxing, dunnage, drayage, storage, or handling unless authorized in the Order.
(c) Taxes, duties, and tariffs are allocated as provided in Section 9.
(a) Unless otherwise stated in the Order, payment terms are Net sixty (60) days from the later of (i) receipt of a correct invoice and (ii) receipt and acceptance of the conforming Goods or Services. No invoice may be dated before shipment.
(b) Each invoice must reference the GQI Order number and, where applicable, the release number and line items, and must match the Order as to price, quantity, and part numbers. GQI may return a nonconforming, inaccurate, or improperly submitted invoice for correction, and the payment period runs from GQI’s receipt of the corrected invoice.
(c) Payment does not constitute acceptance of the Goods or waive any of GQI’s rights. GQI may set off against amounts payable to Seller any amounts Seller owes GQI under any Order or other transaction, including chargebacks under Sections 5, 11, and 12.
(d) GQI may withhold payment of amounts reasonably disputed in good faith, or attributable to nonconforming Goods or Services, until the dispute or nonconformity is resolved, and shall pay undisputed amounts when due. No interest, late fee, or finance charge accrues on amounts withheld in good faith, and any interest or late-fee provision in Seller’s documents is rejected under Section 1(b). Seller shall not suspend or slow performance of any Order because of a good-faith dispute.
(a) Taxes, duties, and tariffs are allocated per the applicable delivery term. Where GQI is the importer of record, GQI bears import duties and tariffs, subject to the remainder of this Section. Prices do not include sales or use taxes for which GQI provides a valid exemption or resale certificate; where tax properly applies, it shall be separately stated on the invoice.
(b) Seller shall cooperate fully in providing accurate country-of-origin, HS classification, valuation, and preferential-origin documentation, and any other trade data GQI reasonably requests (including free-trade-agreement certifications), at no additional charge, and shall be liable for any duties, penalties, or costs arising from Seller’s inaccurate or incomplete documentation. For international shipments, Seller shall employ commercially reasonable cargo-security practices consistent with C-TPAT, AEO, or equivalent supply-chain security programs.
(c) Before first payment, and thereafter upon request or when its circumstances change, Seller shall provide GQI a properly completed IRS Form W-9 (for U.S. persons) or the applicable IRS Form W-8 series (for non-U.S. persons), together with any certification or documentation reasonably required to establish entitlement to a reduced rate of, or exemption from, withholding tax under an applicable income-tax treaty. If GQI is required by law to withhold tax from a payment, GQI may do so and the amount withheld and remitted is treated as paid to Seller; the parties will cooperate in good faith to lawfully reduce or recover any such withholding.
(a) All Goods are subject to inspection and testing by GQI (and, where applicable, GQI’s customer) at reasonable times and places, including at Seller’s premises during normal business hours upon reasonable notice. Neither inspection, testing, payment, nor use of the Goods constitutes acceptance or waives GQI’s right to reject or revoke acceptance of nonconforming Goods, including for latent defects discovered after delivery or after resale to GQI’s customer. Acceptance of part of a shipment does not obligate GQI to accept the remainder or any future shipment.
(b) GQI may reject any Goods that are nonconforming. At GQI’s option and Seller’s sole cost (including freight both ways), Seller shall promptly repair, replace, or refund the price of rejected Goods. Rejected Goods held by GQI are at Seller’s risk and expense. If Seller fails to instruct GQI on disposition of rejected Goods within fifteen (15) days, GQI may return, store, or dispose of them at Seller’s expense.
(c) Where the Order so states or GQI reasonably requests, Seller shall offer the Goods for source inspection or witness testing at Seller’s premises before shipment, giving GQI reasonable advance notice of readiness. Source inspection, witness testing, and any waiver of them do not constitute acceptance and do not relieve Seller of any obligation.
(d) If Goods are rejected, Seller shall bear the reasonable, documented costs of GQI’s re-inspection and re-testing of the repaired or replaced Goods and of any additional inspection of subsequent shipments that GQI reasonably imposes until Seller demonstrates sustained conformance.
(a) In addition to its rights under Sections 10 and 17, GQI may recover from Seller (by chargeback, setoff under Section 8, or invoice) the documented costs GQI reasonably incurs because of nonconforming Goods or Services, including costs of receiving inspection beyond normal levels, testing, sorting, screening, containment, rework, repackaging, relabeling, storage, scrap handling, administrative processing, inbound and outbound freight, and amounts charged to GQI by its customer that are attributable to the nonconformity, plus an administrative fee of 15% of those documented costs.
(b) Upon GQI’s notice of a nonconformity, Seller shall respond promptly with containment actions and, within ten (10) business days (or the shorter period GQI reasonably requires where GQI’s customer is affected), a written corrective-action report identifying the root cause, the affected lots or serial ranges, and the corrective and preventive actions taken, in a customary format (e.g., 8D) if requested.
(a) An “Epidemic Defect” exists when the same or substantially similar defect, nonconformity, or failure attributable to a common root cause in design (to the extent designed by Seller), materials, workmanship, or manufacture occurs in 5% or more of (i) the units of a Good within a single lot or shipment, or (ii) the units of a Good delivered during any rolling twelve (12) month period.
(b) Upon an Epidemic Defect, and without limiting GQI’s other rights and remedies, Seller shall, at GQI’s direction: promptly investigate and identify the root cause and the affected population; repair or replace all affected units, wherever located, including units in the field at GQI’s customers; and pay or reimburse the reasonable, documented costs of the campaign, including notification, retrieval, removal, reinstallation, inspection, sorting, freight, field-service labor and travel, and replacement inventory. Seller shall provide a corrective-action plan under Section 11(b). The warranty periods of Section 17 do not limit Seller’s obligations for an Epidemic Defect discovered within the warranty period, and remedies for units repaired or replaced carry a new full warranty period.
(a) Each party shall promptly notify the other upon learning of any defect or condition in the Goods that has caused or could reasonably cause injury, property damage, or violation of law, or that could give rise to a recall, retrofit, field correction, stop-sale, or safety notice, whether initiated voluntarily or required by a government authority.
(b) Seller shall cooperate fully in any recall, retrofit, field correction, or safety campaign involving the Goods, including by providing traceability information (lot, batch, serial, and date-code data), technical analysis, replacement goods, and corrective-action support. To the extent the campaign arises from the Goods’ failure to conform to the warranties in Section 17 or from Seller’s breach of these Terms, Seller shall bear or reimburse the reasonable, documented costs of the campaign, consistent with Section 12(b), and the indemnity in Section 23 applies to associated third-party claims.
(c) Except as required by law, neither party will identify the other in any public recall or safety communication without the other’s prior review and consent, not to be unreasonably withheld where a communication is legally required.
(a) Seller shall maintain a quality management system appropriate to the Goods and Services — such as ISO 9001 or an equivalent documented system — covering process control, inspection and test, calibration, traceability, control of nonconforming product, and corrective action, and shall notify GQI of any lapse, withdrawal, or material change in its quality certifications relevant to the Goods.
(b) Upon reasonable advance notice and during normal business hours, Seller shall permit GQI, GQI’s customer, and any government or regulatory authority with jurisdiction over GQI or its customer to enter Seller’s facilities (and shall use commercially reasonable efforts to secure the same access at its subcontractors) to audit and inspect facilities, processes, quality records, and Goods in process, in each case as related to the Orders and subject to Seller’s reasonable safety, security, and confidentiality requirements. Audits do not relieve Seller of any obligation and do not constitute acceptance.
(c) Upon GQI’s request, Seller shall submit first articles or initial samples, together with inspection and test data, for GQI’s (or its customer’s) approval before the first production delivery of a Good, after any change described in Section 19(b), or after a lapse in production that GQI reasonably identifies. Where the Order requires first-article approval, Seller shall not ship production quantities until approval is given; approval does not waive any warranty or other right of GQI.
(d) Seller shall maintain complete and accurate quality and traceability records for the Goods and Services — including inspection and test results, material certifications, and lot/serial traceability — for at least seven (7) years after last delivery under the applicable Order, or any longer period required by law or stated in the Order, and shall make them available to GQI on request. Section 16 governs the certificates and documentation Seller must furnish with or for the Goods.
(e) GQI may monitor and score Seller’s quality and delivery performance. Seller shall participate reasonably in periodic performance reviews on request and shall propose corrective measures where performance falls below the levels stated in the Order or below Seller’s demonstrated historical performance.
(a) Seller shall pack the Goods to prevent damage in transit and to comply with carrier requirements and all applicable regulations, including, where applicable, dangerous-goods regulations (49 C.F.R., IATA DGR, IMDG Code, ADR) with UN-rated packaging, marks, labels, and shipper’s declarations prepared by trained personnel. Each shipment shall include a packing list identifying the Order number, part numbers, and quantities. Damage caused by improper packing is Seller’s responsibility.
(b) The GQI Order number (and release number, where applicable) must appear on all packing lists, package labels, bills of lading, invoices, certificates, and correspondence relating to the Order. Upon GQI’s request, Seller shall apply bar-coded or otherwise machine-readable labels conforming to GQI’s or its customer’s labeling specification, at no additional charge unless stated in the Order.
(c) Seller shall provide all documentation reasonably required for export, import, and customs clearance, including commercial invoices, country-of-origin declarations, HS codes, and, where applicable, preferential-origin certifications (see Section 9(b)), and shall ship by the carrier and routing GQI specifies.
(d) For any chemical, coating, lubricant, or other material for which a safety data sheet exists, Seller shall provide a current SDS conforming to OSHA HazCom / GHS requirements no later than at first shipment.
(e) DROP SHIPMENTS. Where the Order directs shipment to GQI’s customer or another third-party location: (i) Seller shall ship strictly per GQI’s routing and labeling instructions on a BLIND basis — no Seller pricing, invoices, promotional material, branding, or contact information may be included with or on the shipment except as required by law or expressly authorized by GQI; and (ii) Seller shall identify GQI as the shipper where permitted. Seller shall ensure its personnel and subcontractors handling drop shipments comply with this Section, and any communication from the receiving customer shall be referred to GQI.
Upon GQI’s request, and at no additional charge unless stated in the Order, Seller shall provide: (i) material test certificates to EN 10204 Type 3.1 (or 2.1/2.2 as specified); (ii) declarations of compliance for food-contact materials under FDA 21 C.F.R. and/or Regulation (EC) No 1935/2004 and (EU) No 10/2011, as applicable; (iii) documentation supporting suitability for hazardous (classified) locations, including ATEX/IECEx certification where represented; (iv) certificates of conformance to the Order and referenced specifications; and (v) operation, installation, and maintenance documentation in English. Record retention is governed by Section 14(d).
(a) Seller warrants to GQI, its successors, and its customers that all Goods: (i) conform to the Order, specifications, drawings, samples, and approved deviations; (ii) are new (not used, refurbished, or remanufactured, unless the Order states otherwise), merchantable, of good material and workmanship, and free from defects in design (to the extent designed by Seller), materials, and workmanship; (iii) are fit and suitable for the purposes made known to Seller, GQI’s customers being intended beneficiaries of that purpose; (iv) comply with all applicable laws, regulations, and industry standards represented by Seller; (v) are free of liens and encumbrances; and (vi) do not infringe any patent, trademark, copyright, trade secret, or other intellectual-property right of any third party. Seller further warrants that Services will be performed in a competent, professional, and workmanlike manner by qualified personnel, consistent with good industry practice.
(b) Warranty period: twelve (12) months from the date of delivery, or any longer period offered in Seller’s standard warranty or agreed in the Order. Warranties survive delivery, inspection, acceptance, payment, and resale, and run to GQI and its customers.
(c) For breach of warranty, Seller shall, at GQI’s option and Seller’s expense (including removal, reinstallation up to a commercially reasonable amount, and freight): repair, replace, or refund. Repaired or replaced Goods are warranted for a new full warranty period.
(d) Warranty claims. GQI may notify Seller of a warranty claim at any time during the warranty period (or within a reasonable time after later discovery of a latent defect), describing the claimed defect in reasonable detail. Seller shall respond promptly with disposition instructions and, where repair or replacement is elected, complete it within the shortest commercially reasonable time given the operational impact on GQI or its customer. If Seller fails to respond or perform within a reasonable time, or where safety, regulatory, or customer-line-down circumstances reasonably require immediate action, GQI may repair or replace the Goods itself or through others and recover the reasonable, documented cost from Seller, without voiding the remaining warranty. Transportation of warranty-claim Goods both ways is at Seller’s cost and risk.
(e) The warranties in this Section are cumulative with, and do not replace, any warranty implied or imposed by law and any broader warranty Seller extends to its customers generally or receives from its own suppliers with respect to the Goods, the benefit of which Seller assigns or extends to GQI to the extent it may. Section 37 governs the time within which GQI may bring warranty and other claims.
(a) Seller shall make spare, replacement, and wear parts for the Goods (or functionally equivalent successors) available for purchase by GQI on commercially reasonable terms, at prices and lead times consistent with Seller’s then-current practice for similar customers, for at least ten (10) years after the last delivery of the affected Goods to GQI.
(b) Seller shall give GQI at least twelve (12) months’ prior written notice before discontinuing, or materially restricting the availability of, any Good or part then being purchased by GQI (an “End-of-Life Notice”). During the notice period, Seller shall accept last-time-buy orders from GQI at prices no less favorable than those most recently in effect, and shall identify any recommended substitute.
(c) Prices for spare and replacement parts shall bear a commercially reasonable relationship to Seller’s prices for the same or similar parts supplied with new equipment, and Seller shall not price parts so as to defeat the purpose of this Section.
(a) GQI may, by written notice, make reasonable changes within the general scope of an Order (including to drawings, specifications, quantities, packaging, and delivery schedules). If a change affects cost or schedule, Seller shall notify GQI and the parties will negotiate an equitable adjustment; Seller’s claim is waived unless asserted in writing, with a reasonably detailed cost breakdown, within twenty (20) days of the change notice. Pending agreement on an adjustment, Seller shall proceed with the Order as changed.
(b) Seller shall not make any change to the Goods or their production, including but not limited to: changes to design, materials or their sources, manufacturing processes, inspection or test methods, manufacturing location or site, or sub-suppliers of significant components or materials, without reasonable prior written notice to GQI; and Seller shall not implement any change that affects form, fit, function, appearance, performance, interchangeability, compliance, certification (including ATEX/IECEx and food-contact status), or documentation without GQI’s prior written approval. GQI may require first-article approval under Section 14(c) and updated certifications under Section 16 for any change.
(c) Seller may request a deviation or waiver from a specification for a specific quantity or period by written request describing the deviation, its cause, and its effect. No deviation is effective unless approved in writing by GQI, and an approved deviation applies only to the quantities and period stated in the approval.
(d) Obsolescence and discontinuation of Goods and parts are governed by Section 18(b).
GQI’s rights and remedies under these Terms are cumulative and in addition to all rights and remedies available at law or in equity, including under the Uniform Commercial Code. GQI’s exercise or non-exercise of any right or remedy does not waive any other.
(a) For convenience: GQI may terminate an Order in whole or part at any time on written notice. GQI’s sole liability is to pay the Order price for conforming Goods delivered and accepted, plus Seller’s reasonable, documented, unavoidable costs of work in process allocable to the terminated portion, less salvage value; in no event shall the total exceed the Order price, and in no event is GQI liable for lost profits on the terminated portion. Seller shall submit any termination claim, with supporting documentation, within thirty (30) days after the termination notice, and GQI may audit the claim.
(b) For cause: GQI may terminate immediately if Seller (i) breaches an Order or these Terms and fails to cure within ten (10) days of notice (no cure period applies to breaches incapable of cure, or of Sections 15(e), 25, 26, 28, 29, or 30); (ii) fails to deliver on time; (iii) becomes insolvent, files or suffers a bankruptcy petition, or makes an assignment for creditors; or (iv) undergoes a change of control that GQI reasonably determines is adverse to its interests. Upon termination for cause GQI may procure substitute goods and Seller is liable for the excess costs.
(c) Effects of termination. Upon receipt of a termination notice, Seller shall stop work on the terminated portion to the extent directed, place no further subcontracts or material orders for it, take reasonable actions to protect and preserve property in its possession in which GQI has an interest (including GQI Property under Section 25(b)), mitigate its costs, and comply with GQI’s reasonable instructions regarding disposition of work in process and materials. Termination of an Order does not affect Orders or portions not terminated, and does not release either party from obligations that survive under Section 38(e).
Upon expiration, completion, or termination of an Order or of the parties’ purchasing relationship for any reason, Seller shall cooperate reasonably and in good faith in an orderly transition, including by: completing accepted Orders not terminated; honoring last-time-buy rights under Section 18(b); returning GQI Confidential Information and GQI property under Section 25; and providing reasonable information and documentation that GQI owns or is licensed to use to enable continued operation, maintenance, and sourcing of the Goods. Unless termination results from Seller’s default, GQI will reimburse Seller’s reasonable, documented out-of-pocket costs of transition assistance requested by GQI beyond Seller’s existing obligations.
Seller shall defend, indemnify, and hold harmless GQI, its affiliates, and their respective officers, directors, employees, and agents, and GQI’s customers (collectively, “Buyer Indemnitees”), from and against all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any actual or alleged defect in the Goods or nonconformance with the warranties in Section 17; (ii) any actual or alleged infringement or misappropriation of intellectual-property rights by the Goods or their use; (iii) Seller’s negligence, willful misconduct, or breach of these Terms; (iv) personal injury (including death) or property damage caused by the Goods or by Seller’s personnel or subcontractors; and (v) Seller’s violation of law. Seller’s obligations under this Section do not apply to the extent a claim is finally determined to have been caused solely by the negligence or willful misconduct of a Buyer Indemnitee, or, in the case of IP claims, to the extent arising solely from Seller’s compliance with detailed designs originated and required by GQI. Seller shall not settle any indemnified claim in a manner that imposes any obligation or admission on a Buyer Indemnitee without GQI’s prior written consent, and GQI may participate in the defense with counsel of its choosing at its own expense.
Seller shall maintain, with insurers rated A- VII or better (or equivalent), at least: (i) Commercial General Liability, including products/completed operations and contractual liability, of not less than $1,000,000 per occurrence / $2,000,000 general aggregate / $2,000,000 products–completed operations aggregate; (ii) Workers’ Compensation as required by law and Employer’s Liability of $1,000,000; (iii) Automobile Liability of $1,000,000 combined single limit; and (iv) Umbrella/Excess liability of $3,000,000 per occurrence and in the aggregate. Policies (other than Workers’ Compensation) shall name GQI as additional insured on a primary and non-contributory basis with waiver of subrogation, and Seller shall furnish certificates upon request and provide notice of cancellation or material reduction in coverage. Insurance limits do not limit Seller’s liability or its obligations under Section 23. Non-U.S. Sellers may satisfy this Section with equivalent coverage placed with reputable international insurers.
(a) “GQI Confidential Information” includes all non-public information disclosed by or for GQI, including specifications, drawings, pricing, forecasts, business plans, and THE IDENTITY OF AND ANY INFORMATION CONCERNING GQI’S CUSTOMERS AND PROSPECTS. Seller shall use GQI Confidential Information solely to perform Orders, protect it with at least reasonable care, and not disclose it to third parties except to personnel and subcontractors with a need to know who are bound by equivalent obligations. Upon GQI’s request or completion of the relevant Orders, Seller shall return or destroy GQI Confidential Information, retaining only archival copies required by law or bona fide records policies, which remain subject to this Section. These obligations survive for five (5) years after the last Order (and indefinitely for trade secrets and customer information).
(b) All tooling, dies, molds, materials, drawings, and other items furnished by GQI, or paid for by GQI, are and remain GQI’s property (“GQI Property”), shall be marked as such, used only for GQI Orders, maintained at Seller’s expense, and returned promptly on request in good condition, normal wear excepted. While in Seller’s custody or control, GQI Property is held at Seller’s risk, shall be insured by Seller at replacement cost with proceeds payable to GQI, and shall be kept free of liens, security interests, and encumbrances; Seller shall not sell, transfer, modify, or relocate GQI Property without GQI’s prior written consent. Upon request, Seller shall provide a current inventory list of GQI Property in its possession and permit GQI to inspect it on reasonable notice, and Seller authorizes GQI to file UCC-1 financing statements (or equivalents) evidencing GQI’s ownership.
(c) Seller assigns to GQI all rights in deliverables and developments made specifically for GQI under an Order to the extent paid for by GQI; Seller’s pre-existing and general-purpose intellectual property remains Seller’s, with a perpetual, royalty-free license to GQI to use it as embodied in the Goods.
Seller acknowledges that GQI’s customer relationships and end-customer identities disclosed in connection with Orders (including through drop-ship instructions) are valuable confidential information of GQI. During the period Orders are being performed and for twenty-four (24) months thereafter, Seller shall not, directly or indirectly, use such information to solicit, quote, sell to, or service any GQI end customer with respect to the goods or services that were the subject of GQI’s Orders, or otherwise circumvent GQI in such customer relationships, except (i) with GQI’s prior written consent, (ii) for pre-existing relationships Seller can document, or (iii) in response to an unsolicited approach that does not result from Seller’s use of GQI’s information. Nothing in this Section limits any broader protection in a signed distribution agreement.
Neither party shall, without the other’s prior written consent: use the other’s (or, in Seller’s case, GQI’s customers’) names, trademarks, or logos; issue any press release, customer list, case study, website reference, or marketing material identifying the other or the relationship; or publicize the existence or terms of any Order. Either party may make disclosures required by law or legal process (with prior notice to the other where lawful and practicable) and confidential disclosures to its professional advisers, insurers, and lenders who are bound to confidentiality.
Seller shall comply with all applicable laws and regulations, including: anti-bribery and anti-corruption laws (including the U.S. FCPA and U.K. Bribery Act); export control and sanctions laws of the United States and other applicable jurisdictions (including the EAR and OFAC programs), and Seller shall not source from or ship through sanctioned parties or regions; customs and origin-marking laws; laws prohibiting forced, indentured, and child labor (including the UFLPA), and Seller certifies the Goods are not produced with such labor; and applicable environmental and product-content requirements (including REACH, RoHS, and California Proposition 65 notice obligations, where applicable). Seller shall provide conflict-minerals and supply-chain due-diligence information upon reasonable request, and shall notify GQI immediately if Seller or any of its sub-suppliers becomes a sanctioned, denied, or debarred party or is proposed for such listing. Seller shall flow these requirements to its own suppliers. At GQI’s request, Seller shall certify its compliance with this Section in writing.
(a) Labor and human rights. In addition to Section 28, Seller shall not use, and shall not permit its subcontractors or suppliers to use, child labor (as defined by applicable law and ILO conventions), forced, bonded, indentured, or prison labor, or labor obtained through human trafficking; shall not withhold worker identity or immigration documents or charge workers recruitment fees; and shall comply with applicable laws on wages, working hours, freedom of association, non-discrimination, and workplace health and safety.
(b) Gifts and conflicts of interest. Seller shall not offer or give to any GQI employee, agent, or representative any gift, entertainment, payment, loan, or other benefit beyond items of nominal value consistent with ordinary business courtesy, and shall not seek to influence any GQI purchasing decision through personal benefit. Seller shall promptly disclose to GQI any actual or apparent conflict of interest, including any financial interest of a GQI employee (or family member) in Seller.
(c) Code of conduct; flowdown. If GQI publishes or provides a supplier code of conduct, Seller shall comply with it to the extent it does not conflict with these Terms. Seller shall flow the substance of this Section and Section 28 down to its subcontractors and suppliers performing work related to the Orders. A violation of this Section is a breach for which no cure period applies under Section 21(b).
(a) Seller shall implement and maintain reasonable administrative, technical, organizational, and physical safeguards — consistent with a generally accepted framework such as ISO/IEC 27001 or the NIST Cybersecurity Framework, scaled to Seller’s size and role — designed to protect GQI Confidential Information, GQI data, and any personal information Seller processes in connection with the Orders (collectively, “GQI Data”) against loss and unauthorized access, use, disclosure, alteration, and destruction, and to protect any Seller systems that connect to GQI’s systems.
(b) Seller shall process GQI Data only to perform the Orders, shall not sell it or use it for its own marketing, and shall comply with applicable data-protection laws. Seller shall notify GQI without undue delay, and in any event within seventy-two (72) hours, after confirming any security incident resulting in unauthorized access to or acquisition of GQI Data, shall provide the information reasonably needed for GQI to assess and meet its own legal obligations, shall cooperate in the investigation and remediation at Seller’s cost to the extent the incident arose from Seller’s failure to meet this Section, and shall not publicly identify GQI in connection with the incident without GQI’s consent except as required by law.
Seller shall maintain commercially reasonable business-continuity and disaster-recovery planning appropriate to its role in GQI’s supply chain, addressing at minimum facility loss, key-equipment failure, sub-supplier failure, labor disruption, and IT outage. Seller shall notify GQI promptly in writing of any event or condition that threatens Seller’s ability to supply conforming Goods or Services on schedule — including planned extended facility shutdowns, labor disputes, insolvency risk, loss of a key sub-supplier, or loss of a required certification — and, on GQI’s reasonable request, shall provide a summary of its continuity measures. This Section does not enlarge the force-majeure relief available under Section 33.
(a) When Seller performs Services at a GQI facility or a GQI customer site, Seller shall: comply with all site safety, security, environmental, access, and (where applicable) food-safety and hygiene rules made known to it, including lockout/tagout, hot-work, confined-space, and powered-equipment requirements; supply properly trained, equipped, and (where required) certified or licensed personnel with appropriate personal protective equipment; confine its activities and equipment to authorized areas; and leave the work area clean and free of debris. Where GQI’s customer requires background screening, drug-and-alcohol policies, or site-specific training for site visitors, Seller shall comply at its own cost.
(b) GQI (or its customer) may exclude from a site any Seller personnel who violate site rules or whose presence it reasonably considers a safety or security risk, and Seller shall promptly provide qualified replacements. Seller shall report to GQI, on the day of occurrence, any injury, property damage, environmental release, or near-miss connected with its site work.
(c) Seller is responsible for its personnel and subcontractors and for its own tools and equipment on site. Seller’s personnel are not employees of GQI for any purpose, and Seller is solely responsible for their compensation, benefits, taxes, immigration compliance, and workers’ compensation coverage.
Neither party is liable for delay or failure caused by events beyond its reasonable control and without its fault, such as natural disasters, fire, war, terrorism, embargo, or governmental order (each, “Force Majeure”). FORCE MAJEURE DOES NOT INCLUDE: increases in Seller’s costs (including raw materials, energy, freight, tariffs, or duties); labor shortages or disputes limited to Seller’s workforce; failure of Seller’s sub-suppliers (unless caused by an event that would itself qualify); or economic hardship or market changes. The affected party shall give notice within ten (10) days and use diligent efforts to mitigate. During any period of shortage caused by Force Majeure, Seller shall allocate its available production and inventory to GQI on a basis no less favorable than to any other customer of comparable volume. If Seller’s Force Majeure delay continues more than thirty (30) days, GQI may cancel the affected Order(s) without liability. Force Majeure does not excuse payment obligations for delivered conforming Goods.
Seller may not assign an Order or delegate or subcontract its material obligations without GQI’s prior written consent; any attempted assignment without consent is void. Seller remains fully responsible for its permitted subcontractors, whose acts and omissions are deemed Seller’s. GQI may assign an Order to an affiliate or to a successor in connection with a merger, reorganization, or sale of assets.
(a) These Terms and each Order are governed by the laws of the State of Illinois, U.S.A., without regard to conflict-of-laws rules. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) IS EXPRESSLY EXCLUDED.
(b) Domestic Sellers: if Seller is organized under the laws of, or has its principal place of business in, the United States, the state and federal courts sitting in Winnebago County, Illinois and the Northern District of Illinois have exclusive jurisdiction over all disputes arising out of or relating to an Order, and the parties consent to personal jurisdiction and venue there. International Sellers: if Seller is organized outside the United States, any dispute not resolved by good-faith negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, seated in Rockford, Winnebago County, Illinois, conducted in English; judgment on the award may be entered in any court of competent jurisdiction, including under the New York Convention. Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect confidential information or intellectual property pending arbitration.
(c) Before commencing litigation or arbitration (other than for injunctive relief), the parties shall first attempt in good faith to resolve the dispute through negotiation between representatives with settlement authority; either party may end negotiations after thirty (30) days by written notice. Pending resolution of any dispute, Seller shall continue to perform all Orders not in dispute, and the disputed Order to the extent GQI directs and pays undisputed amounts.
(d) The English language version of these Terms and each Order controls. All notices and documentation shall be in English.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, GQI SHALL NOT BE LIABLE TO SELLER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR REVENUE, AND GQI’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER SHALL NOT EXCEED THE PRICE OF THAT ORDER. Nothing in these Terms limits Seller’s liability under Sections 17, 23, 25, 26, 28, 29, or 30, for which Seller’s liability is uncapped.
GQI’s claims arising out of or relating to an Order — including claims for breach of the warranties in Section 17 — may be brought at any time within the limitation period allowed by applicable law, including the four (4)-year period provided by UCC § 2-725. Because the warranties in Section 17 explicitly extend to the future performance of the Goods for the stated warranty period, a cause of action for breach of those warranties accrues when the breach is or should have been discovered. ANY PROVISION IN SELLER’S DOCUMENTS PURPORTING TO SHORTEN THE TIME WITHIN WHICH GQI MAY GIVE NOTICE OF, OR BRING, A CLAIM IS REJECTED UNDER SECTION 1(b) AND IS OF NO EFFECT. Nothing in these Terms shortens any limitation period applicable to claims by GQI.
(a) Independent contractors; no agency, partnership, or joint venture. (b) Notices must be in writing and are effective on receipt, addressed to the parties at the addresses in the Order (GQI: Grand Quest Industries LLC, 4796 Colt Road, Rockford, IL 61109, Attn: Purchasing). (c) No waiver is effective unless in a signed writing; no waiver of one breach waives another. (d) If a provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder enforced. (e) Sections that by their nature should survive — including Sections 6, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 20, 22, 23, 25, 26, 27, 28, 29, 30, 35, 36, 37, and this Section 38 — survive completion, cancellation, or termination of an Order. (f) These Terms and the Order are the entire agreement regarding the Order, superseding prior discussions, subject to Section 2. (g) Electronic and PDF signatures and counterparts are effective. (h) Headings are for convenience only. (i) There are no third-party beneficiaries of these Terms except the Buyer Indemnitees under Section 23 and GQI’s customers to the extent stated in Sections 17 and 23.
RESOLUTIONS RECORDED (July 16, 2026)
Questions about these terms or a GQI purchase order: sales@gqind.com · +1 (773) 234-8003. For the terms governing GQI equipment sales and services, see Terms & Conditions.