The terms that govern GQI equipment sales and services.
(a) These General Terms of Equipment Sale (these “Terms”) apply to every proposal, quotation, order acknowledgment, and contract acceptance made by Seller for the sale of Goods. By accepting Seller’s proposal or submitting a purchase order in response to it, Buyer agrees to these Terms. Seller objects to and rejects any additional or conflicting terms in Buyer’s purchase order, vendor portal, or other documents, which shall not become part of the contract unless expressly accepted in a writing signed by Seller. Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms, and Buyer’s acceptance of the Goods manifests that assent.
(b) If these Terms conflict with a term of Seller’s proposal or order acknowledgment, the proposal or acknowledgment controls. The full order of precedence appears in Section 43(g).
(c) Unless otherwise agreed, these Terms also apply to repeat and future orders of the same or similar Goods.
“Seller” means Grand Quest Industries LLC, d/b/a GQI. “Buyer” means the purchaser and its representatives or agents. “Goods” means the products, equipment, machinery, parts, and materials Seller is to supply under the contract. “Custom Goods” means Goods manufactured, fabricated, cut, coated, tensioned, assembled, configured, or otherwise prepared to Buyer’s order or specifications, including custom and rescreened screens and made-to-order mesh, frames, sleeves, and fabrications. “Wear Parts” has the meaning given in Section 17. “Incoterms” means Incoterms® 2020 as published by the International Chamber of Commerce.
(a) Unless a different period is stated on its face, every proposal or quotation of Seller is valid for thirty (30) days from its date and may be modified or withdrawn by Seller at any time before Buyer’s acceptance. Prices, lead times, and freight estimates in a proposal are based on costs, exchange rates, tariffs, and supplier commitments in effect on the proposal date.
(b) No purchase order, release, or acceptance of a proposal binds Seller until Seller accepts it by written order acknowledgment or by commencing performance, whichever occurs first. Seller may decline any order in whole or in part. If Seller’s acknowledgment differs from Buyer’s order, the acknowledgment controls unless Buyer objects in writing within 5 business days of receipt.
(c) Stenographic, typographic, and clerical errors in any proposal, acknowledgment, or invoice are subject to correction by Seller.
(d) Proposals are prepared from the information Buyer makes available. Buyer is responsible for confirming that the Goods described in Seller’s proposal and acknowledgment — including model, size, materials of construction, mesh specification, and electrical requirements — meet Buyer’s requirements before ordering.
(a) All orders are subject to Seller’s approval of Buyer’s credit. Seller may at any time require payment in advance, progress payments, a letter of credit, a guaranty, or other security satisfactory to Seller before manufacturing, shipping, or continuing performance.
(b) If reasonable grounds for insecurity arise regarding Buyer’s performance — including late payment on any contract, deterioration of Buyer’s financial condition, or adverse credit information — Seller may demand adequate assurance of due performance in accordance with 810 ILCS 5/2-609 (UCC § 2-609) and may suspend manufacture, shipment, and all other performance until that assurance is received. Buyer’s failure to provide adequate assurance within thirty (30) days of Seller’s written demand is a repudiation of the contract.
(c) Buyer shall furnish, on Seller’s reasonable request, financial information sufficient for credit evaluation and shall execute the documents reasonably required to establish or maintain any security or financing arrangement contemplated by Section 37.
(a) Unless otherwise agreed, Seller shall deliver the Goods EXW Place of Manufacture (Incoterms 2020) on the date or dates agreed by the parties or specified in Seller’s proposal.
(b) If the parties select a delivery term other than EXW, the required date of delivery is the date by which Seller must provide its notice of readiness for shipment.
(c) Seller may make partial deliveries and invoice each separately. Delay in one installment does not relieve Buyer of its obligation to accept and pay for the rest.
(d) Shipping dates are approximate and are computed from Seller’s receipt of complete technical information, approved submittals where required, and any agreed down payment.
(a) Unless otherwise agreed, Goods will be packed per Seller’s standard commercial practice. Packaging costs are not included in estimates and are Buyer’s responsibility.
(b) Freight amounts in Seller’s proposal are estimates only. Freight coordinated by Seller will be prepaid and added at Buyer’s expense. Seller’s selection of carrier and routing, where Seller coordinates freight as an accommodation, does not make Seller responsible for the carrier’s performance.
(a) Where risk of loss has passed to Buyer or its carrier under the applicable Incoterms rule, claims for loss or damage in transit are Buyer’s to pursue against the carrier. Buyer shall inspect all shipments on arrival, note any visible damage or shortage on the delivery receipt before signing, retain packaging for carrier inspection, and file its carrier claim within the carrier’s deadline.
(b) Buyer shall report to Seller in writing any shortage, incorrect item, or visible damage or nonconformity within ten (10) days after delivery. Claims not reported within that period are waived, and the Goods are deemed accepted as delivered, except for latent defects covered by the warranty in Section 16.
(a) If Buyer postpones or refuses shipment or delivery, fails to arrange carriage, or fails to provide required instructions, documents, licenses, or authorizations, then upon Seller’s tender or notice of readiness: (i) the Goods are deemed delivered and risk of loss passes to Buyer; (ii) Seller may invoice the Goods and payment terms run from the invoice date; and (iii) Seller may move the Goods to storage, on or off Seller’s premises, for Buyer’s account and at Buyer’s risk.
(b) Buyer shall reimburse Seller for all storage-related costs, including handling in and out of storage, insurance, storage charges of 1.5% of the price of the stored Goods or $150 per skid, whichever is greater, per month or part month, demurrage, rigging, and preparation for and cost of re-shipment. Extended storage does not extend the warranty period, which runs from the deemed delivery under subsection (a).
(c) If Buyer’s delay continues for more than six (6) months after tender, Seller may terminate under Section 28(b) and recover as provided in Section 28(d).
(a) Prices exclude all sales, use, excise, value-added, and similar taxes, duties, tariffs, and governmental charges of any kind connected with the production, sale, transportation, purchase, or use of the Goods, all of which are Buyer’s responsibility; Buyer shall reimburse Seller upon invoice. Buyer is not responsible for taxes on Seller’s income, personnel, or property. Exemption claims require a valid exemption certificate before invoicing.
(b) Prices are based on tariff rates in effect on the date of Seller’s proposal. If any tariff, duty, or similar government-imposed fee is enacted, increased, or materially altered before delivery, increasing Seller’s costs, Seller may pass the increase through to Buyer.
(a) Unless otherwise agreed, payment is due with order, Net 15: Buyer shall pay in U.S. dollars within 15 days of the date of Seller’s invoice. Payment is made only when Seller’s account is fully and irrevocably credited. Buyer shall pay without deduction, withholding, or retention of any kind.
(b) Late payments bear interest at 1% per month or the maximum lawful rate, whichever is lower, computed and due monthly. Buyer shall reimburse Seller’s reasonable costs of collection, including attorneys’ fees.
(c) If Buyer does not pay all amounts due, with interest, within 30 days of written notice of late payment, Seller may suspend performance under this and any other contract with Buyer, in addition to its rights under Section 4 and Section 28.
(a) Buyer shall obtain all permits, registrations, and licenses, pay all related governmental and utility charges, and ensure the Goods are installed and operated in compliance with all applicable laws, ordinances, regulations, and codes.
(b) If Seller’s design depends on tests of Buyer’s material, Buyer shall provide an adequate quantity of representative material free of charge, together with the disclosures required by Section 12. Modifications or performance shortfalls caused by non-representative test material are to Buyer’s account.
(c) Buyer shall furnish, in English, all information, instructions, specifications, and drawings on which Seller’s performance depends, and warrants that they are complete, current, accurate, and code-compliant unless noted otherwise. Seller is entitled to rely on Buyer-furnished data — including bulk density, particle size, flow characteristics, moisture, temperature, throughput, duty cycle, and site conditions — without independent verification. To the extent actual materials or operating conditions differ from those Buyer represented, any warranty, performance, or delivery obligation of Seller affected by the difference is excused, and resulting modifications are to Buyer’s account.
(d) Materials, parts, and equipment furnished by Buyer for incorporation into or use with the Goods are furnished at Buyer’s risk; Seller is not responsible for their suitability, condition, or defects.
(e) Buyer shall comply with all applicable U.S. export control laws and the export and import laws of all countries involved in the sale or any resale of the Goods, as further provided in Section 31.
(a) Before sending Seller any material for testing, sample screening, evaluation, or rescreening, or any equipment, frame, or component for service, Buyer shall disclose in writing all associated health, safety, and environmental hazards, and shall provide a current Safety Data Sheet (SDS) for every material involved, including known combustible-dust characteristics (such as KSt, minimum ignition energy, and minimum ignition temperature, where available) and any toxic, reactive, corrosive, radioactive, or allergenic properties.
(b) Seller will not accept used equipment, screen frames, or components for inspection, service, repair, or rescreening unless accompanied by a signed decontamination certificate, in Seller’s form or an equivalent, confirming that the item has been cleaned and is free of hazardous residues, or fully disclosing any residues that cannot be removed.
(c) Seller may refuse, quarantine, or return at Buyer’s cost any shipment that arrives without the disclosures required by this Section or that Seller reasonably suspects is contaminated. If undisclosed contamination is discovered after receipt, Seller may suspend work and decontaminate, dispose of, or return the item at Buyer’s expense.
(d) In addition to its obligations under Section 30, Buyer shall indemnify Seller Parties (as defined in Section 30) against all losses, claims, remediation costs, and regulatory penalties arising from Buyer’s breach of this Section or from hazards Buyer failed to disclose.
If Seller’s scope does not specifically include installation or commissioning, the Goods will be installed and commissioned by Buyer at Buyer’s expense.
(a) The Goods may be furnished without point-of-use guards, railings, interlocks, covers, grounding and bonding accessories, explosion protection, or other safety devices, because the need for and design of such devices depend on Buyer’s application, installation, and site. Unless expressly included in Seller’s scope, Buyer is solely responsible for determining, furnishing, and installing all guarding and safety devices required for the Goods as installed and used, and for compliance with all applicable safety laws, codes, and standards, including OSHA regulations and applicable NFPA standards for combustible dust.
(b) Buyer shall properly instruct and train all persons who operate, clean, or maintain the Goods; enforce safe operating procedures, including lockout/tagout; furnish appropriate personal protective equipment; and communicate to all users the warnings, instructions, and manuals furnished with the Goods.
(c) Buyer shall not remove, defeat, bypass, modify, or fail to maintain any guard, interlock, warning device, warning label, or other safety feature furnished with or for the Goods, and shall not permit others to do so.
(d) In addition to its obligations under Section 30, Buyer shall indemnify Seller Parties against all losses and claims arising out of Buyer’s breach of this Section.
The Goods are designed for general industrial dry-bulk processing use. They are not designed, tested, or authorized for use in nuclear facilities or nuclear applications; in aircraft, aerospace, or flight-critical applications; or in life-support, medical-implant, or other applications where failure could directly cause death or personal injury. Buyer shall not use or resell the Goods for any such application without Seller’s prior written consent, and any such use without consent is at Buyer’s sole risk. In addition to its obligations under Section 30, Buyer shall indemnify Seller Parties against all losses and claims arising out of any use of the Goods in violation of this Section.
(a) Seller warrants that Goods designed or manufactured by Seller will be free from defects in design, material, and workmanship for twelve (12) months from the date of delivery. Goods designed and manufactured by others carry only the manufacturer’s warranty, which Seller will pass through to the extent transferable.
(b) Buyer shall give written notice of a claimed defect within 30 days of detection and before the warranty expires; otherwise remedial work is to Buyer’s account. If a defect may cause damage, Buyer shall notify Seller immediately and bears the risk of damage from failure to do so.
(c) Seller shall, without unreasonable delay, repair or, at its option, replace Goods found by Seller’s inspection to be defective. Seller has the right to inspect, at Buyer’s site or its own, any Goods claimed defective, and to determine the cause of failure, before any remedy is due; allegedly defective items shall be held for inspection or returned to Seller on request. Dismantling and reinstallation costs are excluded. Seller pays transportation of replacement Goods DAP Buyer’s premises (domestic) or DAP Buyer’s port of entry (international). Replaced Goods become Seller’s property on return.
(d) If a defect must be remedied immediately to avoid an imminent safety hazard or substantial economic harm, Buyer may, after consultation with and approval by Seller, perform or hire out the remedial work, and Seller shall reimburse Buyer’s reasonable expenses up to the price of the defective Goods, subject to the limitations in these Terms.
(e) Repair parts are warranted for 12 months from delivery, up to a maximum of two successive repairs. Repairs and replacements do not extend the warranty on the remaining Goods.
(f) The warranty is conditioned on proper storage, installation, maintenance, and operation per Seller’s instructions and good industry practice, and excludes: ordinary wear and tear; Wear Parts except as provided in Section 17; corrosion, erosion, and abrasion; excessive heat; improper lubrication; extended pre-startup storage; operation outside design limits or with materials differing from those Buyer represented under Section 11(c); damage from foreign objects in Buyer’s process material; and unauthorized repair, modification, or alteration.
(g) Technical advice, application recommendations, and process suggestions furnished by Seller are given in good faith and free of charge, are advisory only, and do not enlarge this warranty; Buyer’s reliance on them is at Buyer’s risk.
(h) THE REMEDIES IN THIS SECTION ARE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR BREACH OF WARRANTY. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY EXTENDS TO BUYER ONLY AND IS NOT TRANSFERABLE.
(a) Screens, screen cloth, wire mesh, perforated plate, screen panel and frame mesh surfaces, liners, gaskets, seals, O-rings, flexible sleeves and connectors, hoses, diaphragms, filter media, brushes, cleaning balls and sliders, and similar consumable items (“Wear Parts”) are, by their nature, sacrificial components whose service life depends on Buyer’s materials, loading, tensioning, cleaning devices, operating practices, and environment — factors within Buyer’s control, not Seller’s.
(b) WEAR PARTS ARE WARRANTED TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AT THE TIME OF DELIVERY ONLY. SELLER MAKES NO WARRANTY OF WEAR LIFE, SCREEN LIFE, MESH LIFE, THROUGHPUT RETENTION, OR DURATION OF SERVICE OF ANY WEAR PART, AND THE TWELVE-MONTH PERIOD IN SECTION 16(a) DOES NOT APPLY TO WEAR OR CONSUMPTION OF WEAR PARTS.
(c) Failure of a Wear Part from abrasion, blinding, corrosion, fatigue, tension loss, impact by foreign objects, or the ordinary demands of Buyer’s process is not a defect. A Wear Part claim must be reported under Section 7(b) or, for defects not discoverable on delivery inspection, promptly on first installation and use.
Unless Seller expressly states otherwise in writing, used, refurbished, surplus, and demonstration equipment is sold “AS IS, WHERE IS, WITH ALL FAULTS.” SECTION 16 DOES NOT APPLY TO SUCH EQUIPMENT, AND SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO IT. Buyer is responsible for its own inspection and evaluation before purchase.
(a) No Goods may be returned without a written return material authorization (RMA) issued by Seller in advance. Requests must be made within thirty (30) days after delivery. Returned Goods must be unused, in original packaging and resalable condition, and shipped freight prepaid at Buyer’s risk, with the RMA number marked on the shipment.
(b) Authorized returns of standard, catalog Goods are subject to a restocking charge of 25% of the price of the returned Goods, plus any inbound and outbound freight and refurbishment costs. Credit is issued after Seller’s inspection confirms condition.
(c) Custom Goods — including custom and rescreened screens, cut mesh, made-to-order sleeves and fabrications, and any Goods procured or configured to Buyer’s order — may not be returned, and no credit will be issued for them. Used and demonstration equipment sold under Section 18 is likewise not returnable.
(a) Technical documents and data provided by Seller are binding only to the extent expressly incorporated by reference in the contract. Seller may make necessary alterations to them.
(b) Where the contract requires submittals for approval, Buyer’s approval constitutes Buyer’s warranty that the Goods can be installed with and are suitable for use with Buyer’s equipment. Submittals are deemed approved unless Buyer advises otherwise in writing within 10 business days. Buyer delays in approval, and agreed changes arising from review, may adjust price and schedule.
(c) No later than delivery, Seller shall furnish an electronic (PDF) copy of drawings and instructions required for installation, operation, and maintenance. Seller does not supply detailed or shop drawings.
(a) Seller may, without notice or obligation to Buyer, incorporate minor changes and improvements in design, materials, components, or manufacturing method that do not adversely affect the form, fit, function, price, or delivery of the Goods, and has no obligation to make such changes in Goods previously manufactured or delivered.
(b) Buyer may request changes to the Goods or their delivery only by written change order. No change is effective until accepted by Seller in writing with an equitable adjustment to price and schedule. Seller may decline any requested change without prejudice to the original contract.
(a) Drawings and technical documents exchanged under the contract remain the submitting party’s property and shall be kept confidential and used only for the purposes for which they were supplied.
(b) Seller grants Buyer a non-exclusive, royalty-free license to use Seller’s engineering, drawings, specifications, and instructions solely to install, operate, maintain, and repair the Goods.
(c) All intellectual property furnished by Seller, and any discovery, invention, development, or improvement conceived as a result of Seller’s work under the contract (“Seller Information”), remains Seller’s exclusive property, and Buyer shall not disclose it to third parties without Seller’s written permission. Buyer shall not use Seller Information — including screen specifications, tensioning methods, and configuration data — to have equivalent goods made by others.
(d) Buyer agrees that breach of subsection (c) would substantially impair Seller’s proprietary rights and business, that monetary relief would be inadequate, and that Seller is entitled to seek immediate injunctive and other equitable relief, notwithstanding Section 33.
(a) Seller shall, at its expense, defend and indemnify Buyer against any third-party claim that Goods of Seller’s design, as delivered by Seller and used as intended, directly infringe a United States patent, copyright, or trademark, provided Buyer (i) notifies Seller in writing within ten (10) days of learning of the claim, (ii) gives Seller sole control of the defense and settlement, and (iii) provides reasonable cooperation at Seller’s expense.
(b) If such a claim is made or appears likely, Seller may, at its option and expense: procure for Buyer the right to continue using the Goods; modify or replace the Goods so they become non-infringing while remaining substantially equivalent; or accept return of the Goods and refund the price paid, less reasonable depreciation for use.
(c) Seller has no obligation under this Section for claims arising from: designs, specifications, or instructions furnished or required by Buyer; combination of the Goods with equipment, software, or materials not supplied by Seller, where the Goods alone would not infringe; modifications made by anyone other than Seller; or use of the Goods other than as intended or specified. For claims within these exclusions, Buyer shall defend and indemnify Seller Parties to the same extent Seller indemnifies Buyer under subsection (a).
(d) THIS SECTION STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDIES FOR INTELLECTUAL-PROPERTY INFRINGEMENT. Seller’s total liability under this Section is subject to Section 35 and shall not exceed the contract price of the Goods giving rise to the claim.
(a) Seller shall make every reasonable effort to ensure that the Goods reach expected performance levels, but failure to meet specific performance levels is not cause for default, penalty, liquidated damages, or termination, except as provided in subsection (b).
(b) If the Goods, for reasons attributable to Seller, fail to reach at least 85% of their specified capacity, Seller may, at its option, (i) correct or modify the Goods to reach that level, or (ii) pay Buyer, as liquidated damages and not as a penalty, 15% of the contract price attributable to those Goods. Such payment is Seller’s exclusive obligation for the shortfall and relieves Seller of further liability for it.
(c) Performance guarantees, if any, apply only when the Goods are operated with materials conforming to the representative samples and data furnished under Sections 11 and 12 and within specified operating parameters.
(d) If required performance tests are delayed more than 3 months for reasons not attributable to Seller, they are deemed successfully completed.
(a) If Seller, for reasons attributable to Seller, fails to deliver all major items within the required time plus a one-week grace period, Seller shall pay, as liquidated damages and not as a penalty, 0.2% of the value of the delayed items per full week of delay, up to 5% of the value of the delayed items, upon Buyer’s written claim. This is Seller’s exclusive obligation for schedule failure. Claims not submitted within 6 months of the missed delivery date are waived.
(b) Delivery time is extended for delays caused by Force Majeure (Section 26) or Buyer’s acts or omissions, including late test material, late submittal approvals, late payments, and late instructions.
(c) If Seller anticipates late delivery, it shall promptly notify Buyer of the reason and the expected date; failing that, Buyer may recover the additional reasonable costs it could have avoided with notice.
(d) Delays caused by Buyer’s postponement or refusal of delivery are governed by Section 8.
(a) “Force Majeure” means events or causes not reasonably within the affected party’s control, including fire and explosion; acts of God (including flood, tornado, hurricane, and earthquake); epidemic or pandemic; riot, insurrection, or civil unrest; acts or threats of terrorism; war, blockade, or military action; trade embargoes or restrictions; changes in law; governmental or judicial acts and orders; the imposition of, or material change in, tariffs, sanctions, or trade restrictions; shortages or delays of carriers, materials, or components; default of suppliers; and strikes or other industrial disputes.
(b) Neither party is liable for failure or delay caused by Force Majeure. Affected obligations (other than payment obligations for Goods already delivered) are suspended for the duration of the event. If a Force Majeure event limits Seller’s supply, Seller may allocate available Goods and materials among its customers on any basis Seller determines to be equitable.
(c) The affected party shall notify the other within 14 days of learning of the event, and shall use commercially reasonable efforts to resume performance.
With Seller’s written consent, Buyer may cancel the contract upon payment of all outstanding invoices plus all cancellation charges and other costs (including legal fees and judgments) incurred by Seller as a result of cancelling related vendor purchase orders or subcontracts, together with the value of work performed through the cancellation date. Orders for Custom Goods that are in production may not be cancelled except upon payment of the full price.
(a) If Buyer fails to pay amounts due (with interest) within 3 months after notice of late payment, Buyer is in default and Seller may terminate by written notice.
(b) If Buyer fails to accept delivery within 30 days after Seller tenders delivery or issues its notice of readiness, Seller may terminate in whole or part.
(c) Seller may also terminate if Buyer becomes bankrupt or makes an assignment for creditors, fails to provide adequate assurance under Section 4(b), or materially breaches the contract and fails to cure within 30 days of written notice.
(d) On termination under (b) or (c), Seller is entitled to damages equal to the contract price times the percentage of completion, plus supplier cancellation charges and storage costs under Section 8, plus 10% of the contract price in lieu of profit.
(e) Buyer may terminate if Seller becomes bankrupt or makes an assignment for creditors; materially breaches and fails to cure within 30 days of written notice; or suspends or abandons all work for 30 days without justification.
Seller shall maintain until expiration of the warranty period: (i) Workers’ Compensation as required by law, with Employer’s Liability of $1,000,000; (ii) Commercial General Liability insurance of $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products–completed operations aggregate; (iii) Automobile Liability with a $1,000,000 combined single limit; and (iv) Umbrella/Excess liability of $3,000,000 per occurrence and in the aggregate. Certificates of insurance are available on request. Buyer’s requests for additional-insured status, waivers of subrogation, or higher limits must be agreed in writing before order acceptance and may carry an additional charge.
TO THE FULLEST EXTENT PERMITTED BY LAW, Buyer shall indemnify and hold harmless Seller and its officers, directors, employees, agents, representatives, affiliates, successors, and subcontractors (“Seller Parties”) from and against all losses, expenses, demands, and claims asserted against any Seller Party by Buyer or any agent, affiliate, or employee of Buyer, for injury, illness (including death), or property damage, actual or alleged — including claims alleging the sole or concurrent negligence of a Seller Party — arising out of or connected with the operation, installation, maintenance, possession, use, transportation, or disposition of the Goods. If any indemnity, release, or waiver in these Terms is prohibited by or unenforceable under applicable law, it is deemed amended only to the minimum extent necessary to conform to that law.
(a) Buyer shall comply with all applicable export control, customs, and economic-sanctions laws of the United States and any other relevant jurisdiction, including the Export Administration Regulations. Buyer shall not sell, export, re-export, transfer, or divert the Goods, or related software or technology, to any embargoed destination, restricted party, or prohibited end use (including proliferation-related end uses) without all required government authorizations, and shall provide end-use and end-user certificates on Seller’s request.
(b) Buyer represents that neither it nor any of its principals is a sanctioned or restricted party. Seller may suspend or decline performance, without liability, to the extent performance would violate applicable sanctions or export laws.
(c) Seller will not take any action, furnish any information, or make any declaration prohibited or penalized under U.S. anti-boycott laws and regulations, and any request in Buyer’s documents for such action or information is rejected and void.
(d) Buyer shall indemnify Seller Parties against all fines, penalties, and losses arising from Buyer’s breach of this Section.
The Goods are commercial products sold at established commercial prices. No government procurement clause, FAR or DFARS flow-down, or similar prime- or subcontract requirement applies to the contract or binds Seller unless Seller expressly accepts it in a writing signed by Seller that identifies the clause by number. Referencing a government contract number, or attaching flow-down terms to a purchase order, does not constitute acceptance.
All disputes arising out of or relating to the contract that cannot be resolved by good-faith discussion shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Rockford, Winnebago County, Illinois, conducted in English. The arbitrator may not add to, subtract from, or modify the contract and may not exceed its limitations of liability and remedies. Judgment on the award may be entered in any court of competent jurisdiction; the award is otherwise final and not subject to appeal. The arbitrator shall award the substantially prevailing party its arbitration fees and costs (including filing and arbitrator fees) and reasonable attorneys’ fees.
The contract is governed by and construed under 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.
(a) NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS OR ASSOCIATED EQUIPMENT, LOSS OF PRODUCT OR PROCESS MATERIAL, DOWNTIME COSTS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INDEMNITY, OR OTHERWISE, WHETHER OR NOT FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.
(b) SELLER’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE CONTRACT OR THE SUPPLY OR USE OF THE GOODS IS LIMITED TO 100% OF THE CONTRACT PRICE, WHETHER EXPENDED IN REPAIR, REPLACEMENT, OTHER CORRECTIVE ACTION, LIQUIDATED DAMAGES, OR REFUND, AND ALL LIABILITY TERMINATES UPON EXPIRATION OF THE WARRANTY PERIOD, EXCEPT FOR CLAIMS PROPERLY NOTICED WITHIN THE WARRANTY PERIOD AND PURSUED WITHIN THE PERIOD STATED IN SECTION 36.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE CONTRACT OR THE GOODS, REGARDLESS OF THEORY, MUST BE COMMENCED (BY DEMAND FOR ARBITRATION UNDER SECTION 33) WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, AND IS OTHERWISE PERMANENTLY BARRED. The parties agree that this period is reasonable and, for claims governed by the Uniform Commercial Code, reflects the reduction permitted by 810 ILCS 5/2-725(1). This Section does not shorten the period for Seller to collect amounts Buyer owes.
Seller retains title to the Goods until the full purchase price is paid, and Buyer grants Seller a purchase-money security interest in the Goods, and in their proceeds, until payment in full. Buyer authorizes Seller to file financing statements and shall execute any further documents reasonably required to perfect or continue the security interest, and shall not permit competing liens on unpaid Goods. Risk of loss passes per the agreed Incoterms delivery term or, if none, upon delivery (including deemed delivery under Section 8).
The contract is independent of all other contracts between the parties. Invoices under it are not subject to setoff, recoupment, or withholding against amounts due or claimed under any other transaction.
To the extent the Goods include software, Buyer shall execute Seller’s license agreement and any required third-party licenses before delivery; execution is a condition precedent to Seller’s obligations. Software is licensed, not sold.
Neither party may assign the contract without the other’s prior written consent, except Seller may assign or subcontract to an affiliate without consent. Any permitted assignee of Buyer takes subject to Seller’s setoffs, counterclaims, and other rights, and Buyer remains responsible for its assignee’s performance.
Notices are sufficient if given personally, by postal mail, or by commercial express delivery to the addresses the parties provide in writing (for Seller: Grand Quest Industries LLC, 4796 Colt Road, Rockford, IL 61109), and are effective on receipt.
The contract is for the sole benefit of Buyer and Seller. Nothing in it confers any right or remedy on any other person, including Buyer’s customers, and the warranty in Section 16 extends to Buyer only. Buyer shall give any transferee of the Goods conspicuous written notice of the disclaimers and limitations in these Terms.
(a) Entire agreement. Except for any existing nondisclosure agreement, the contract is the final, complete, and exclusive statement of the parties’ agreement; neither party relies on any prior statement or understanding; no course of dealing, usage of trade, or course of performance adds to or amends it; and it may be amended only in a writing signed by both parties.
(b) Waiver. No payment, acceptance, or failure to insist on strict performance waives any breach or right.
(c) Relationship. The parties are independent contractors; nothing creates an agency, partnership, joint venture, employment, or fiduciary relationship.
(d) Severability. If a provision is unenforceable, the remainder stays in force and the provision is deemed replaced by a valid one closest to its intent.
(e) Survival. Sections 9 (Price and Taxes), 10 (Payment, as to accrued obligations), 12 (Hazardous Materials; Decontamination), 14 (Safety Devices; Guarding), 15 (Prohibited Applications), 16(h) and 17 (warranty disclaimers), 18 (Used and Demonstration Equipment), 22 (Intellectual Property; Confidentiality), 23 (Intellectual-Property Infringement), 30 (Indemnification), 31 (Export Control), 33 (Dispute Resolution), 34 (Governing Law), 35 (Limitation of Liability), 36 (Limitation of Actions), 37 (Title; Security Interest), 38 (Setoff), 42 (No Third-Party Beneficiaries), and 43(b) (Waiver) survive delivery, completion, and termination.
(f) Counterparts; electronic delivery. The contract may be signed in counterparts, and delivery of an executed counterpart by electronic transmission or PDF is effective.
(g) Order of precedence. In case of conflict, the following control in descending order: (i) a written agreement signed by both parties; (ii) Seller’s order acknowledgment; (iii) Seller’s proposal or quotation; (iv) these Terms; (v) Seller’s technical documentation incorporated by reference.
(a) These General Conditions of Service (these “Conditions”) apply to all commissioning, installation supervision, repair, maintenance, rescreening, inspection, engineering, consultation, training, and assembly services (each, the “Services”) provided by Grand Quest Industries LLC, d/b/a GQI (the “Service Provider”) to the customer (the “Client”), except as otherwise agreed in writing in an individual case. Service Provider agrees to perform the Services as requested by Client and agreed by both parties.
(b) Service Provider objects to and rejects any additional or conflicting terms in Client’s purchase order, service agreement, vendor portal, or site-access documents, which do not bind Service Provider unless expressly accepted in a writing signed by Service Provider. Signature of site sign-in sheets, badges, or safety acknowledgments by field personnel does not constitute acceptance of Client terms.
(c) Provisions of Service Provider’s General Terms of Equipment Sale (the “Sale Terms”) are incorporated by reference where stated in these Conditions, applied mutatis mutandis with “Seller” read as Service Provider, “Buyer” as Client, and “Goods” as the equipment serviced or the parts supplied, as context requires.
(a) Unless expressly identified as a fixed price in writing, all quotations for Services are non-binding, good-faith estimates of expected time, labor, parts, and expenses, prepared from the information Client makes available. Actual conditions found at the site or inside the equipment frequently differ from those described, and billing is on a time-and-materials basis at Service Provider’s then-current rates unless a fixed price has been expressly agreed.
(b) Service Provider will notify Client when it becomes apparent that actual charges will materially exceed a written estimate, and will obtain Client’s approval before proceeding beyond the estimated amount, except where continuing is necessary to leave the equipment in a safe condition.
(c) Estimates are valid for thirty (30) days from their date unless stated otherwise, and assume the site-readiness conditions in Section 6 are met.
(a) Service dates are scheduled in good faith based on personnel availability and Client’s stated readiness, and are estimates, not guarantees.
(b) Client may cancel or reschedule a scheduled site visit without charge on written notice received at least five (5) business days before the scheduled mobilization. For later notice, Client shall pay Service Provider’s non-recoverable costs — including non-refundable travel, mobilization, and subcontractor charges — plus a cancellation charge of one day’s labor at the applicable standard rate per scheduled technician.
(c) With Service Provider’s written consent, Client may cancel an entire Services engagement upon payment of all outstanding invoices, all work performed and costs incurred to the cancellation date, and all cancellation charges and costs (including legal fees and judgments) incurred by Service Provider from cancelling related vendor purchase orders or subcontracts.
Standard working hours are an 8-hour workday, Monday through Friday, excluding recognized U.S. and Canadian statutory holidays. Work outside standard hours — overtime, weekends, and holidays — must be pre-approved by Client and is billed at 1.5× the applicable standard rate; overtime during weekends and holidays is billed at 1.5× the weekend/holiday rate. Travel time is billed at general labor rates according to when travel is performed. Rates are those stated in Service Provider’s quotation or, if none, its rate schedule in effect when the Services are performed.
Unless a per-diem or fixed travel charge is stated in the quotation, Client shall reimburse documented travel and living expenses — including airfare, mileage at the prevailing IRS rate, lodging, meals, rental vehicles, tolls, parking, and shipment of tools and parts — at cost plus a 15% administrative charge. Receipts are available on request for expenses over $75.
(a) Before Service Provider’s personnel arrive, and continuously during the Services, Client shall provide: safe, unobstructed access to the equipment and work area; required utilities (power, compressed air, water, lighting) and their safe isolation points; necessary equipment, heavy tools, rigging, lifting equipment and operators, scaffolding, items, and materials required for the Services, transported to the work site; necessary auxiliary staff; a suitable secure area for tools and parts; and timely decisions and approvals.
(b) Client is responsible for shutting down, isolating, draining, purging, and locking out/tagging out the equipment in accordance with Client’s energy-control procedures before hands-on work begins, and for confined-space entry planning, permits, attendants, and rescue arrangements where entry is required. Service Provider’s personnel will comply with Client’s site safety rules made available to them in advance and will apply their own locks within Client’s lockout/tagout program.
(c) Client shall inform Service Provider in writing, before mobilization, of all site-specific hazards and requirements, including required site-specific training, badging, drug screening, and PPE beyond standard industrial PPE; Client shall supply any specialty PPE its site requires.
(d) Failure to meet these prerequisites may result in standby charges under Section 8, rescheduling, or demobilization at Client’s cost.
(e) For Services performed outside the United States, Client is additionally responsible for obtaining visas, work permits, and site authorizations for Service Provider’s personnel and for any local taxes, fees, or withholdings imposed on the Services in the country of performance.
(a) Before Service Provider’s personnel arrive at the site or receive any equipment for shop service, Client shall disclose in writing all health, safety, and environmental hazards associated with the equipment, the materials processed in it, and the work area — including combustible-dust hazards (with KSt, minimum ignition energy, and classification data where available), toxic, corrosive, reactive, radioactive, and allergenic materials, and hazardous energy — and shall provide a current Safety Data Sheet (SDS) for each material the equipment has processed or that is present in the work area.
(b) Equipment must be cleaned and decontaminated by Client before Services begin. On request, Client shall provide a signed decontamination certificate in Service Provider’s form or an equivalent. Section 12 of the Sale Terms applies to all equipment, screen frames, and components sent to Service Provider’s facility.
(c) If undisclosed contamination or hazards are found, Service Provider may stop work immediately, and Client shall pay for time and expenses incurred, standby under Section 8, and any required cleaning, decontamination, disposal, or medical evaluation, without liability of Service Provider for the resulting delay.
If Service Provider’s personnel are prevented from working, or their work is materially slowed, by causes attributable to Client — including site or equipment not ready, incomplete lockout/tagout, missing permits or escorts, undisclosed hazards, late decisions, or restricted access — waiting time is billed at the applicable standard labor rates, and additional days, travel, and living expenses caused by the delay are billed under Sections 4 and 5. If a delay exceeds one working day, Service Provider may demobilize and remobilize at Client’s cost, and the schedule extends accordingly.
Service Provider may, without liability or penalty, refuse to begin or continue any work that its personnel reasonably consider unsafe, including for undisclosed hazards, inadequate isolation of hazardous energy, unsafe atmospheres, or unsafe access, until the condition is corrected. Time lost is billed as standby under Section 8. Service Provider’s personnel remain under the direction and control of Service Provider; Client shall not direct them to perform work outside the agreed scope or contrary to safe practice.
Before any work involving control systems, Client is solely responsible for backing up all PLC and controller programs, HMI configurations, recipes, parameters, and production data, and for maintaining current copies off the equipment. Service Provider is not liable for loss of programs, configurations, or data, and re-creation of lost data is chargeable work. Client is responsible for verifying and validating equipment and control performance for its process — including any qualification required by Client’s regulatory regime — before returning the equipment to production.
(a) Parts and materials supplied in the course of the Services are sold under the Sale Terms, including the twelve-month limited warranty in Section 16 of the Sale Terms and the wear-part provisions of Section 17 of the Sale Terms, with the warranty running from the date the part is delivered or installed, whichever is earlier.
(b) Title to parts and components removed and replaced during the Services passes to Service Provider, and Service Provider may retain, scrap, or dispose of them, unless Client requests their retention in writing before work is completed, in which case they will be left with Client at the site or returned at Client’s cost. Client warrants that removed parts released to Service Provider are free of undisclosed hazardous contamination.
Service Provider may subcontract portions of the Services to qualified subcontractors without Client’s consent, and remains responsible to Client for the performance of the subcontracted work under these Conditions.
Upon completion of the agreed scope, Client shall perform acceptance of the Services promptly after Service Provider’s notice of completion. The Services are deemed accepted when Client uses the equipment in production, or ten (10) days after notice of completion, whichever occurs first, unless Client has identified specific deficiencies in writing within that period.
Payment for Services is due per the terms stated in Service Provider’s invoice. Late payments bear interest as specified in the invoice or, if none is specified, at 1% per month or the maximum lawful rate, whichever is lower. Service Provider may suspend further Services, and withhold deliverables, while undisputed invoices are past due, and Client shall reimburse reasonable costs of collection, including attorneys’ fees. Sections 4 (Credit Approval; Adequate Assurance) and 9 (Price and Taxes) of the Sale Terms apply to the Services mutatis mutandis.
(a) Service Provider warrants that the Services will be performed in a good and workmanlike manner in accordance with generally accepted industry standards. Labor and workmanship are warranted for ninety (90) days from completion of the Services; parts supplied during the Services are warranted as provided in Section 11(a).
(b) Client shall give written notice of a claimed Service defect within the warranty period and a reasonable opportunity to inspect. Service Provider’s sole obligation, and Client’s exclusive remedy, is re-performance of the nonconforming portion of the Services or, at Service Provider’s option, refund of the charges for that portion.
(c) The warranty does not cover: defects or failures of the underlying equipment except to the extent caused by defective workmanship of the Services; Wear Parts (Section 17 of the Sale Terms); conditions caused by Client’s operation, maintenance, materials, or modifications; work performed to Client’s direction over Service Provider’s written objection; or emergency or temporary measures Client asked Service Provider to take pending permanent repair.
(d) EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Inspection reports, findings, and recommendations furnished by Service Provider are advisory only, reflect the condition of the equipment as observed at the time and within the agreed scope, and are for Client’s use in its own maintenance decisions. Service Provider assumes no duty of ongoing inspection or monitoring, no obligation to discover conditions outside the agreed scope, and no liability for conditions not reasonably observable within it. Client remains responsible for the continued safe operation and maintenance of its equipment.
NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, LOSS OF PRODUCT OR PROCESS MATERIAL, DOWNTIME COSTS, COST OF SUBSTITUTE SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ON ANY THEORY, WHETHER OR NOT FORESEEABLE. SERVICE PROVIDER’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE SERVICES IS LIMITED TO 100% OF THE CONTRACT PRICE, AND ALL LIABILITY TERMINATES UPON EXPIRATION OF THE WARRANTY PERIOD, EXCEPT FOR CLAIMS PROPERLY NOTICED WITHIN THE WARRANTY PERIOD AND PURSUED WITHIN THE PERIOD STATED IN SECTION 18.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES, REGARDLESS OF THEORY, MUST BE COMMENCED (BY DEMAND FOR ARBITRATION UNDER SECTION 22) WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, AND IS OTHERWISE PERMANENTLY BARRED. This Section does not shorten the period for Service Provider to collect amounts Client owes.
TO THE FULLEST EXTENT PERMITTED BY LAW, Client shall indemnify and hold harmless Service Provider and its officers, directors, employees, agents, representatives, affiliates, successors, and subcontractors from and against all losses, expenses, demands, and claims asserted by Client or any agent, affiliate, or employee of Client, for injury, illness (including death), or property damage, actual or alleged — including claims alleging the sole or concurrent negligence of Service Provider — arising out of or connected with the Services or the equipment serviced. If any indemnity, release, or waiver in these Conditions is prohibited by or unenforceable under applicable law, it is deemed amended only to the minimum extent necessary to conform to that law.
Service Provider shall maintain until expiration of the warranty period: (i) Workers’ Compensation as required by law, with Employer’s Liability of $1,000,000; (ii) Commercial General Liability insurance of $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products–completed operations aggregate; (iii) Automobile Liability with a $1,000,000 combined single limit; and (iv) Umbrella/Excess liability of $3,000,000 per occurrence and in the aggregate. Certificates of insurance are available on request. Client’s requests for additional-insured status, waivers of subrogation, or higher limits must be agreed in writing before scheduling and may carry an additional charge.
Force Majeure has the meaning given in Section 26 of the Sale Terms, which applies to the Services mutatis mutandis. The affected party shall notify the other within 14 days; Force Majeure does not excuse payment obligations for Services already performed.
Disputes arising out of or relating to the Services that cannot be resolved by good-faith discussion shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Rockford, Winnebago County, Illinois, in English, on the same terms as Section 33 of the Sale Terms. These Conditions are governed by Illinois law, without regard to conflict-of-laws rules; the CISG does not apply.
(a) The following Sections of the Sale Terms apply to the Services mutatis mutandis: 32 (Government Contracts), 37 (Title; Security Interest, applied to parts supplied and amounts due for the Services), 38 (Setoff), 40 (Assignment), 41 (Notices), 42 (No Third-Party Beneficiaries), and 43 (General — entire agreement, waiver, relationship of the parties, severability, counterparts, and order of precedence).
(b) Survival. Sections 7 (Hazard Disclosure; Decontamination), 10 (Client Data), 11(b) (removed parts), 14 (Payment, as to accrued obligations), 15(d) (warranty disclaimer), 16 (Findings and Recommendations), 17 (Limitation of Liability), 18 (Limitation of Actions), 19 (Indemnification), and 22 (Dispute Resolution; Governing Law) survive completion or termination of the Services.
Questions about these terms: sales@gqind.com · +1 (773) 234-8003 · Grand Quest Industries LLC, 4796 Colt Road, Rockford, IL 61109.