Terms and Conditions
- Orders. All orders and requests for Services placed with GLG must be in writing and shall only be accepted and binding upon GLG upon written acceptance by GLG or performance of the Services by GLG. GLG may reject any order or request for Services in its reasonable discretion.
- Price and Payment. All orders and requests for Services placed with GLG must be paid for by Customer in advance at the time of placing such order or request for Service. Customer shall pay for the Services plus all applicable federal, state and local sales and similar taxes. In the event GLG performs any Services without receiving payment in advance, Customer will pay GLG all fees and costs within thirty (30) days after the date of GLG’s invoices, without set-off or deduction. If Customer fails to make timely payment, GLG may charge interest on the amounts due at 1.5% per month or the maximum interest rate permitted by law, whichever is lower, until paid in full. Customer shall also reimburse GLG for all costs, charges and expenses (including collection costs and attorneys’ fees) incurred by GLG in collecting any past due balances, enforcing its security interest, or other amounts owed to GLG by Customer. Customer grants to GLG a security interest in the Goods provided to GLG for grading/slabbing until all payments have been made. GLG may file a financing statement for the security interest and Customer agrees to sign any financing statements or other documents necessary to document GLG’s security interest.
- Risk of Loss; Shipping Costs. Customer shall assume and bear the entire risk of loss for theft, damage or destruction of the Goods provided to GLG from any and every cause whatsoever, including when the Goods are in the possession of a common carrier or other third party, and hereby waives and releases GLG from any and all claims related thereto. Unless otherwise agreed by GLG, Customer will be responsible for all shipment costs. GLG shall not insure any Goods or shipments for Customer’s account. Damage to any Goods not packed to ensure proper protection will be at the sole risk of Customer.
- Acceptance. The Services and Goods are deemed accepted by Customer upon Customer’s receipt of shipment of the returned Goods unless notice of defect is received within five (5) days after Customer’s receipt. In the event of Customer’s rejection of defective Goods or Services, GLG’s sole and exclusive obligation to Customer shall be to provide Customer with a refund or credit in the amount of the price of the rejected Services. Rejection of certain Services or Goods does not void Customer’s obligation to pay for Services rendered in connection with this Agreement. Following acceptance, Customer waives all right to revocation.
- Warranty Disclaimer. GLG DOES NOT PROVIDE ANY WARRANTIES WITH RESPECT TO THE SERVICES AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SERVICES ARE PERFORMED ON AN AS-IS, WITHOUT WARRANTY BASIS.
- Indemnification. Customer will indemnify, defend, and hold GLG, its members, directors, officers, employees, subsidiaries, affiliates, and the successors and assigns harmless against all claims, liabilities, obligations, demands, damages, expenses (including reasonable attorney fees), and amounts paid in settlement by, imposed on or incurred by GLG related to acts or omissions of Customer or Customer’s failure to pay for the Services.
- Limitation of Liability. GLG’s total liability arising from the Services, under any theory of liability, will be limited to the amounts received by GLG from Customer for the particular Service giving rise to a claim. IN NO EVENT WILL GLG BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, INCREASED COSTS OR LIABILITIES TO THIRD PARTIES, ARISING OUT OF OR RELATED TO THE PROVISION OF THE SERVICES, REGARDLESS OF WHETHER GLG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. No action relating to the Services may be brought more than one year after the date the Services were performed.
- Insurance. Customer shall be responsible for its own general, broad form comprehensive insurance policy to cover the Goods. Customer is not permitted to submit any claim against GLG’s insurance coverage related to this Agreement, the Goods, or the Services.
- Independent Contractors; Compliance. The parties acknowledge and agree that each party is an independent contractor of the other party and cannot bind the other party in any respect. GLG may complete the Services in any manner it deems necessary or appropriate. Neither party is responsible for the actions of the other party, its agents, independent contractors or employees. Customer will comply with all applicable laws, regulations and orders.
- Termination. GLG may terminate any purchase order at any time in its discretion. Customer will pay for all Services rendered through the termination date.
- Confidentiality. Customer will treat GLG’s Confidential Information as confidential and will not disclose to others or use it for any purpose except to comply with these Terms and Conditions. “Confidential Information” includes, without limitation, whether in writing or not, these Terms and Conditions, information not generally known to the public, Services, strategies, pricing, trade secrets, know-how, financial information, sales and distribution information, actual and potential customers. Customer is responsible for any disclosure of Confidential Information under its possession or control.
- Miscellaneous. If a provision of these Terms and Conditions is held invalid, illegal or unenforceable, such holding will not affect the other sections in these Terms and Conditions. GLG can exercise any and all remedies allowed by law. If GLG waives a Customer breach or fails to waive a Customer breach, it is not deemed to be a waiver to other breaches. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Ohio without regard to conflicts of laws or principles. The parties agree that any dispute concerning these Terms and Conditions or the Services shall be brought in a Court of competent jurisdiction in Stark County, State of Ohio. Customer may not assign any of its rights, interests, obligations or liabilities with regard to the receipt of Services. Either party shall be excused from performance of its obligations under an order or request for Services if it suffers an event that is caused by an act of God, or other cause beyond the control of the party.
These Terms and Conditions of Service (“Terms and Conditions”) shall govern the provision of any grading or slab services (the “Services”) by Great Lakes Grading, LLC (“GLG”) to its customers (“Customer”). “Goods” mean, without limitation, any cards or other tangible personal property provided by Customer to GLG with respect to the Services. These Terms and Conditions take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given and acceptance by Customer is limited to these Terms and Conditions. Any changes in these Terms and Conditions must specifically be agreed to in writing by GLG. Any terms and conditions on Customer’s purchase order or additional documents submitted by Customer will have no effect.