These Conditions of Sales bind GVP (hereon “Seller”) and its customer (hereon “Buyer”) regarding the sale and purchase of GVP land parcels (hereon “Products”) in the United States of America (hereon “USA”) and its territories.
These conditions are deemed accepted by Buyer and they supersede all prior agreements, proposals and discussions between the parties except a written purchase agreement signed by both parties.
1. Additional Terms
Any additional terms or conditions contained in Buyer’s purchase order or other documents submitted by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material change and as such, is not considered a rejection of these Conditions of Sales. They are thus rejected by the Seller.
2. Shipment, Title and Risk Of Loss
All shipping dates are approximate and are not guaranteed. Unless otherwise stated by Seller in writing, the title to the Products shall pass with risk of loss from Seller to Buyer once the Product’s deed is mailed by Seller.
Unless otherwise specified in writing by Seller, all prices are exclusive of taxes, customs, duties, transportation and insurance, and any and all current or future tax or governmental charge (including sales tax) applicable to the sale, delivery, shipment or storage of the Products that Seller is required to pay or collect shall be for Buyer’s account, shall be added to the price and shall not be subject to reduction.
All parties will be excused from their respective performances (except Buyer’s payment obligations) if performance failed due to acts of God, war, terrorism, riot, fire, labor trouble (including strikes, lockouts and labor shortages), failure of computer systems, destruction or loss of electronic records or data, plant shutdowns, unavailability of or delays in transportation, unavailability or shortage of fuel products, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances beyond each party’s reasonable control.
Seller warrants the Products to be of merchantable quality and that they conform to specifications typical in prevailing industry standards. Should any Products sold by Seller be found not to meet the foregoing warranty, Seller will furnish a refund of monies paid less any post-sale damages cause by the Buyer. However, a written notice of any claim under this warranty must be given to Seller within 30 days after delivery and Buyer must afford Seller a reasonable opportunity to inspect the Products in unaltered condition and evaluate the claims in accordance with procedures customary to the industry.
6. Remedy and Liability
The sole and exclusive remedy for any claim arising from the failure of the Products to conform to the applicable warranty shall be limited to a refund of purchase price, less any post-sale damages caused by the Buyer and/or associated costs. In no event shall the Seller’s cumulative liability to Buyer exceed the purchase price for the specific Product. Seller shall not be liable for damages caused by delay in performance. Buyer agrees that in no event shall Seller’s liability extend to include incidental, consequential, special, exemplary or punitive damages. The term “consequential damages” shall include but not limited to, cost for labor, loss of anticipated profits, loss of use, loss of revenue and cost of capital.
Buyer shall indemnify, defend and hold harmless Seller, its affiliates and their respective owners, officers, directors, employees, representatives and agents from and against, any and all claims, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or resulting from the use, handling, manufacture, processing, alteration, distribution, sale, marketing and delivery of the Goods. Buyer shall not be liable to Seller for damages directly caused by the sole negligence of Seller or by Seller’s breach of warranty.
8. Payment Terms and Credit Requirements
Unless otherwise specified, terms of payment are due upon purchase in U.S. currency. Buyer shall be liable for all expenses related to collection of past due amounts, including attorneys’ fees. Seller shall have the right to set-off any amounts owing from Buyer against any amounts payable to Buyer. In the event that Seller determines at its sole discretion, that the credit of Buyer or of any person providing credit support for Buyer’s obligations is or becomes impaired, or there is any reason to doubt the enforceability or sufficiency of any agreement supporting Buyer’s obligations, Seller shall have the right to declare immediately due and payable any and all amounts owed by Buyer to Seller, whether under these Conditions of Sales, and to suspend / terminate further production and delivery to Buyer of any order until credit arrangements satisfactory to Seller have been established. Buyer acknowledges that it may be charged an interest rate of 20% per year, calculated on the basis of a 365-day calendar year, on all balances outstanding more than 30 days after the date of invoice.
9. Governing Law and Severability
These Conditions of Use and Sales shall be governed by the laws of the State of California and USA, without reference to the choice of law, conflicts of law, or principles of any other state or country which might otherwise be applied. If any provisions are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired, and the parties shall use their best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purpose of these Conditions of Sales. All Buyers agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including purchases of any Products) shall be in the state or federal courts located in Santa Clara County, California.
These Conditions of Sales shall be binding to the benefit of the respective successors and permitted assigns of the parties. Buyer shall not assign its rights or obligations under these Conditions of Sales without Seller’s prior written consent. No waiver of any provision by Seller will be valid unless the same is in writing and signed by Seller. Seller reserves the right to unilaterally modify any portion of these Conditions of Sales without prior notice effective immediately upon posting at GVP’s website grandvalleyproperties.com. The current version of these Conditions of Sales and any modifications supersede all prior versions and is available at GVP’s website grandvalleyproperties.com or upon request.