Terms and Conditions:
Sales Policy Bulletin No. 104

GENERAL CONDITIONS OF SALE

  1. CONDITIONS OF SALE: All orders for Gearing Solutions® products or services shall be subject to these conditions of sale.
  2. PRICES: Prices are subject to CHANGE WITHOUT NOTICE. Written quotations are valid for 30 days from proposal date unless otherwise stated. Freight is not included in quotations, is the customer’s responsibility, and will be included in the final invoice.
  3. TERMS OF PAYMENT: Net 30 days from date of invoice, unless otherwise quoted. Gearing Solutions® will attach 1.5% per month for past due invoices. Equipment held for the customer shall be at the risk and expense of the customer, and payment shall become due net 30 from the date on which the equipment was ready for shipment. All major credit cards are accepted.
    • a. Standard Product: Standard Product will be invoiced at shipping and subject to the payment terms stated above.
    • b. Modified Standard Product: b. Modified Standard Product will be invoiced at shipping and subject to the payment terms stated above.
    • c. Engineer-To-Order Product: c. A 35% non-refundable deposit is required with the purchase order to secure the order; a 35% progress payment will be due 60 days after the acceptance of the order or prior to shipment, whichever occurs first; the balance is due 30 days after receipt of the final invoice which is submitted upon product shipment.
  4. ACCEPTANCE OF ORDER: Orders shall not be valid unless accepted in writing by an authorized official of Gearing Solutions® located at our principal offices in Solon, Ohio. Emailed Order Acknowledgements shall suffice as acceptance of an order. Issuance of a customer’s purchase order and 35% deposit constitutes acceptance of all terms and conditions stated herein.
  5. TAXES: Any manufacturer's tax, U.S. tax, sales tax, or duty of any nature whatsoever, which may be assessed against the contract, shall be added to the contract price and paid by the customer.
  6. DESIGNS, DIMENSIONS AND WEIGHTS: Due to constant improvement of our products (inclusive of designs, dimensions and weights) the items shown in our published material are subject to change without notice.
  7. CHANGES: The customer may, by written order, make changes, within the general scope of the contract in any one or more of the following areas:
    • a. Drawings, designs or specifications, where units to be furnished are to be specially manufactured for the customer in accordance with approved drawings.
    • b. Method of shipment, packing or place of delivery.
    • c. If such changes cause an increase or decrease in the cost of a unit, or the time requirement for a unit, the performance of any part of the work under the contract, whether changed or not changed by any such order, an equitable adjustment shall be made in the contract price or delivery schedule or both, and the contract shall be modified in writing accordingly.
  8. PENALTIES AND DELAYS: No penalty clause of any kind will be effective unless specifically approved in writing by an officer of Gearing Solutions®. In the event a penalty clause is agreed to, Gearing Solutions® shall not be liable for delays caused by circumstances beyond Gearing Solution's reasonable control, including, without limitations, changes requested by the buyer under paragraph entitled CHANGES, acts of God or the public enemy, acts of the Government, fire, floods, epidemics, quarantine restrictions, strikes, transportation failures, unusually severe weather or inability to obtain labor, material or manufacturing facilities. In the event of any such delay, the date of shipment shall be extended for a period equal to the time lost by the reason of delay.
  9. CANCELLATION OR TERMINATION: Cancellation or termination of this order may be made only upon written notice of customer to Gearing Solutions®. Customer agrees to pay Gearing Solutions® all expenditures of any nature whatsoever in connection with the contract up to the date of termination. The minimum cancellation charge will be 10% of the total contract price.
  10. SHIPMENTS: All shipments of Gearing Solutions® equipment are made F.O.B. point of manufacture unless otherwise agreed to in writing.
  11. DAMAGE OR LOSS IN SHIPMENT: Gearing Solutions® is not responsible for damage or loss in transit and all such claims must be made by the customer direct to the carrier.
  12. CLAIMS FOR SHORTAGES OR INCORRECT SHIPMENT: Must be made in writing within thirty (30) days after receipt of the shipment by the customer and failure to give Gearing Solutions® such written notice within that thirty (30) day period shall be an unqualified acceptance of the equipment and a waiver by the customer of all such claims.
  13. ACCEPTANCE OF MERCHANDISE: Unless a rejection notice or authorized return notice is received within thirty (30) days on regular shipments or ninety (90) days on memo billings, Gearing Solutions® will consider the customer to have accepted the merchandise. Any further activity on the part of that particular shipment will come under the Warranty Policy Bulletin No. 103.
  14. PATENT INFRINGEMENT CLAIMS: Gearing Solutions® will hold the customer harmless against any patent infringement claim associated with the Gearing Solutions® manufactured product furnished under the contract.
  15. OSHA AND LOCAL CODES: Any safety codes which may be applicable to the equipment supplied must be brought to the attention of Gearing Solutions® for proper consideration prior to acceptance of the order.
  16. DISPUTES: Any controversy or claim arising out of or in connection with or relating to this contract or the breach thereof shall be settled in the jurisdiction of the State of Ohio.
  17. RESTOCKING: A minimum charge of 10% on standard units, and 20% on modified units.
  18. RETURNED PRODUCT: Gearing Solutions® will issue a credit for all returned product, regardless of reason, equal to the original purchase price. Upon re-shipment of same, upgraded or replacement product, an invoice will be generated commensurate with the original contract price of the product and any agreed upon (modification and price) of additional work performed by Gearing Solutions®. Payment terms/conditions are as stated above.

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