Manufacturers

General Terms and Conditions of the Sales Order

 

These general terms and conditions constitute a part of the offer of Customer to purchase

the products and services described in the attached sales contract and form a part of the sales contract between Customer and Gazor Group, Inc. “Gazor Group”.

 

1. Order Processing. Gazor Group will place Customer’s order for products and

services upon completion of the following: a) approval of Customer’s credit, b) receipt of

payment, and c) receipt of Customer’s purchase order number (if applicable)

 

2. Payment : 100% of payment is due at time of order placement for all products.

 

3. Title Risk of Loss. In the event of any bankruptcy or insolvency proceeding commenced by or against Customer, Gazor Group shall be entitled to cancel any order then outstanding and Customer shall reimburse Gazor Group any cancellation charges. Title and risk of loss will pass to Customer upon delivery of the products to Customer.

 

4. Changes, Cancellations, and Returns. Except for defective products, all sales are

final. Orders may not be changed or cancelled by Customer without the prior consent by Gazor Group. Customer must agree to pay any additional delivery or other charges associated with any changes to an Order accepted by Gazor Group, and, in addition, will pay Gazor Group a fifteen percent (15%) cancellation fee for any Order for which Gazor Group accepts cancellation.

 

5. Storage Charges. If Customer is unable or unwilling to accept delivery of the products

according to the schedule agreed upon at time of order placement, Gazor Group agrees to make arrangements for storage of the products, provided that Customer agrees to pay all charges for such storage. Additionally, Customer will be invoiced for the full amount of the products on the Order, which will be due and payable within 15 days of the invoice date.

 

6. Delivery. In the event of any such delay the date of delivery shall, at the request of Gazor Group, be deferred for a period equal to the time lost by reason of the delay. Customer shall notify Gazor Group within five (5) days after delivery of any missing or damaged products in such Order.

 

7. Drop Shipments. On all orders shipped directly from manufacturer to Customer,

when Customer is not purchasing delivery or assembly services from Gazor Group, Customer’s responsibilities shall be: a) Labor: 1) provide labor to remove products from the truck, remove products from boxes, remove debris, and place products in Customer’s facility, 2) inspect for accurate contents and quantities, and 3) inspect contents for damages. b) Freight Claims: 1) if any portion of the shipment is damage or missing, Customer agrees not to sign bill of lading or other receipt until the delivering agent makes the appropriate notation on the receipt. 2) Customer agrees to notify the freight company and file a claim within 6 days, 3) if damages are not apparent until after the items are unpacked and tested for use, Customer agrees to make a written request for inspection of concealed damage and file it with the freight company within 15 days of the delivery date. c) Settlement: although Gazor Group will try to assist, all claims must be settled between Customer and freight company. d) Payment: Customer agrees the invoice for products are due and payable regardless of status of any freight claims.

 

8. Additional Products. If, during assembly or delivery, additional products are

necessary or required to complete the job, such additional products and the labor to assemble

such products will be charged to Customer at prevailing prices.

 

9. Passage of Title and Risk of Loss. Title and risk of loss shall pass to Customer upon

delivery of the products to the Customer.

 

10. Security. To secure payment of the purchase price of the products and payment of all

sums invoiced for services related to the products, Gazor Group retains a purchase money

security interest in the products, which attaches at the time the products are delivered by the

manufacturer to the carrier, and which will last until all sums secured are paid. If requested,

Customer agrees to execute a UCC-1 Financing Statement, which Gazor Group shall have the

right to assess a finance charge of 1.5% per month (annual percentage rate of 18% per

annum), or the maximum amount allowed by law if lower, on all past due balances.

 

11. Liabilities and Warranties. ALL NEW PRODUCTS SOLD BY GAZOR GROUP CARRY

WARRANTIES FROM THEIR MANUFACTURERS. GAZOR GROUP MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY SUCH PRODUCTS,

INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE.  

 

Customer agrees to advise Gazor Group within 5 working days after date of the delivery of any

defect, nonconformity, error or shortage in the products. Failure to so advise within the said

5-day period shall constitute a waiver of any rights they might otherwise have under the

contract for Gazor Group to correct any such defect, nonconformity, error or shortage. The

Liability of Gazor Group to correct the foregoing problems is expressly limited as follows: 1) for

defects in modifications to the products or use of the products in a manner not recommended

by the manufacture, Gazor Group shall have no liability whatsoever and 2) for damage to the

products, Gazor Group shall have no liability to repair or replace the products unless the

damage or loss was caused by Gazor Group or its agents.

 

12. DISCLAIMER. . . . THE GAZOR GROUP WEB SITE (the “SERVICE”) CONTAINS DATA, INFORMATION, OPINIONS, STATEMENTS, RECOMMENDATIONS, PRODUCTS AND OTHER CONTENT FROM THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. GAZOR GROUP DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS, COMPLETENESS OR CREDIBILITY OF ANY DATA, PRODUCTS, INFORMATION, OPINION, STATEMENT, FORECAST, RECOMMENDATION OR OTHER CONTENT CONTAINED IN, UPLOADED TO, OR DISTRIBUTED THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT YOU WILL RELY ON ANY SUCH DATA, INFORMATION, OPINIONS, STATEMENTS, RECOMMENDATIONS AND OTHER CONTENT SOLELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED TO YOU "AS IS" WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAZOR GROUP AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND THE CONTENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. GAZOR GROUP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, QUALITY OR MERCHANTABILITY OF ANY PRODUCTS OR SERVICES THAT IT PROVIDES OR THAT IS REVIEWED, AVAILABLE OR ADVERTISED THROUGH THE SERVICE. IN ADDITION, ALTHOUGH GAZOR GROUP INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICE….GAZOR GROUP DOES NOT WARRANT THAT THE SERVICE OR CONTENT CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICES IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

13. LIMITATION OF LIABILITY. IN NO EVENT WILL GAZOR GROUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR BREACH OF THIS AGREEMENT. IN NO EVENT SHALL GAZOR GROUP’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, OR FOR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO GAZOR GROUP HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CLAIM AROSE, OR (B) FIFTY DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF GAZOR GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

14. Miscellaneous Provisions. a) Customer agrees not to delegate any duty or assign any

right arising under this contract. b) This contract contains the entire agreement of both

parties, and supersedes any other prior or contemporaneous written or oral agreement,

condition, discussion, representation or understanding. c) A failure of a party to insist upon performance in one instance shall not constitute a waiver of the party to insist upon performance on any other occasion. d) The parties agree this contract shall be governed by the Laws of the State of California, and any dispute arising therefrom shall be submitted to binding arbitration in San Francisco, California, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party shall be entitled to recover the costs of arbitration, including a reasonable attorney’s fee to be determined by the arbitrator.

 

 

 

 


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