TERMS OF ACCEPTANCE OF ORDER AND CONDITIONS OF SALES
Welcome to our terms and conditions page. First of all we want to thank you for your patronage. We hope our products are always to your standards and we will always be there whether you need a diesel generator, alternator, or a part. Thank you again.
- Delivery and Returns. All orders are subject to acceptance by Seller, in its sole discretion, at its general office, even if taken elsewhere by a Seller’s employee, selling agent, or other representative. Buyer cannot cancel orders, nor can delivery of goods made up or in process be deferred or extended beyond the original delivery date, expect with seller’s consent and upon terms which will indemnify it against loss. Buyer may return goods only after receiving written approval from seller. Buyer will prepay return transportation charges.
- Technical Advice. Seller assumes no liability for any technical advice, or results obtained there from, all such advice being given and accepted at buyer’s risk. Buyer will apply goods in accordance with applicable regulations, codes, industry standards and Seller’s recommendations, and will defend, indemnify, and hold Seller harmless from all claims, damages and causes of action arising out of its failure to do so. Buyer shall assure that the original purchaser of goods for use receives all Sellers’ manuals, instructions, warnings, printed Limited Warranty, and other literature accompanying pr associated with goods.
- Warranty, Limitation of Liability and Notice of Claims.
- Warranty. Seller extends to the original purchaser of goods for use (Customer), Sellers’ current Limited Warrant, a copy of which has been provided to Buyer and copy of which will accompany the product. THERE IS NO OTHER EXPRESS WARRANTY TO BUYER, OEM OR ORIGINAL PURCHASER OF GOODS FOR USE. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. IF NOT THE EXCLUDED BY REASON OF LAW, IMPLIED WARRANTIES ARE LIMITED TO THE EXPRESS WARRANTY PERIOD.
- Limitation of Liability. Seller’s sole liability and the sole remedy available under the printed Limited Warranty or any implied warranty not excluded under 3A, above, for failure of goods to perform as warranted shall be limited to the repair or replacement of goods returned to Sellers’ factory, or Seller’s Authorized Distributor or its designated service representative, transportation prepaid.
IN NO EVENT IS SELLER LIABLE TO EITHER BUYER, OEM OR CUSTOMER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
- Notice of Claim. All claims must be brought to the attention of Seller or an Authorized Distributor or its designed service representative within thirty (30) days after discovery of breach of warranty. No person will be authorized to give any other warranties or to assume any other liabilities on Sellers behalf, unless expressly made in writing by Seller.
- Products Changes. Seller reserves the right to change specifications and/or designs without obligation to Buyer. Seller shall revise the purchase price to cover any increased cost arising from changes Buyer requests.
- Force Majeure. Deliveries may be canceled or delayed by either party without liability in case of an Act Nature, war, riots, fire, explosion, flood, accident, machinery malfunctions, acts of local, state or national government, or inability to obtain fuel, power, raw materials, labor or transportation, or any similar cause beyond the control of such party, which prevents the manufacture, shipment, acceptance or consumption of a shipment of the goods or of a material upon which the manufacturer of the goods is dependent. If, because of any such circumstances, Seller is unable to supply the total demands for the goods, Seller may allocate its available supply among itself and all of its customers, including those not under contract. Seller shall not be liable to Buyer under this contract for any damages or expenses caused by such circumstances.
- Waiver. No waiver or failure to assert any right or remedy, and no course of dealing shall be deemed to constitute a waiver of any other breach or default of any other right or remedy, unless such waiver is expressed in writing and signed by the party to be bound.
- Assignment. Buyer may not assign this contract or the obligations hereunder without Seller’s prior written consent.
- Sets Offs. Seller may set off against any amounts which may become payable by Seller to Buyer hereunder or otherwise, any amount which Buyer may owe Seller, whether arising hereunder or otherwise.
- Buyer’s Credit. Seller reserves the right, among other remedies, either to terminate or suspend deliveries hereunder in the event Buyer fails to pay any one shipment when payment becomes due. Should Buyer’s financial responsibility or capability become unsatisfactory to Seller, Seller may require cash payment or satisfactory security for future deliveries and for goods therefore delivered. Seller reserves the right to request and review Buyer’s financial information to establish credit terms and limits from time to time. Such terms and limits may be changed at seller’s discretion with or without notice to buyer.
- Title and Risk of Loss. Title and Risk of Loss shall pass to buyer on delivery of goods to a carrier selected by Seller. Buyer shall accept and inspect all shipments immediately upon arrival and shall file claims with or against the carrier for any losses, shortages or damages of any kind.
- Payment. If payment is not made when due, Seller may charge Buyer interest at the lesser of the highest legal rate or the rate charged pursuant to Seller’s then-current policy. Unless otherwise expressly set out on the face hereof, Buyer shall pay the purchase price for all goods shipped net within thirty (30) days after delivery. No discounts may be taken except in accordance with Sellers’ then-current written policy, if any. In the case of international orders, (i) Buyer shall pay the full purchase price for all goods shipped immediately upon delivery; or, (ii) if previously agreed to by Seller in writing contemporaneously with order placement, Buyer shall establish in Seller’s favor an irrevocable letter of credit issued or confirmed by a United States bank acceptable to the Seller, in a amount sufficient to cover the price of the goods and all related expenses which are for the Buyer’s account but are initially incurred by Seller, and including such other terms and conditions as are acceptable to Seller, and shall permit shipment to be made by Seller from any Seller from any United States port. Any and all bank financing charges, taxes or other expenses related to such letters of credit are for the buyer’s account; or(iii) with prior written approval of Seller’s Credit Department, other payment terms may be arranged for payment at a predetermined number of days from either invoice date or date od delivery to a carrier of Onan’s choice by either open account, or other commercial debt instruments of international rate.
- Patent Infringement. Seller shall indemnify and hold Buyer harmless from costs and damages arising out of any claim or action brought in the courts of the United States of America for infringement of a valid United States patent by reason of the sales and/or Seller’s recommended use of goods purchased hereunder; provided Buyer notifies Seller promptly in writing of any such action and gives Seller full and exclusive control of the defense thereof. At Seller’s discretion, Seller may procure for Buyer the right to use Product, replace or modify Product so it becomes non-infringing or return the purchase price, less an amount equal to the fair rental value.
- Compliance with Law. Seller complies with the requirements of the Fair Labor Standards Act of 1938, as amended, Executive Order 11246, the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Act of 1974 and Executive Order 11625 and the rules, regulations and relevant order promulgated there under, if applicable.
- Applicable Law, Entire Agreement. This Contract is to be construed according to the laws of the State of Florida, and not the U.N.C.I.S.G. All disputes arising here from which the parties cannot amiably resolve shall be litigated in the State of Florida, Buyer hereby submits to the jurisdiction of such courts. Any action for breach must be commenced within one (1) year after the cause of action has action has occurred. This document, including those regulations specifically incorporated by reference, constitutes the full understanding of the parties, and no terms, conditions, understanding or agreement purporting to modify or vary the terms of the document shall be binding unless hereafter made in writing and signed by the party to be bound.
Notwithstanding any different or additional terms or conditions that may be embodied in any purchase order or other documents submitted by Buyer, which terms and conditions are hereby objected to, Seller accepts the order described on the face hereof on the express condition that Buyer assets to these terms and conditions, and Buyers acceptance of the initial delivery of goods shipped hereunder shall constitute assent to all such terms and conditions.
- Taxes and Import Charges. Any tax or governmental charge or increase in same hereafter becoming effective increasing the cost to Seller of producing, selling or delivering the goods or of procuring material used therein, and any tax now in effect or increase in the same payable by Seller because of the sale of goods, such as Sales Tax, Use Tax, Retailers Occupational Tax, Turnover Tax, Value Added Tax, customs duties and consular fees, may, at Seller’s option, be added to the price specified in this Contract. Buyer shall be responsible for obtaining clearance of the goods through customs.
- Insurance and Freight Charges. Unless otherwise agreed to in writing, Seller may, but shall not be obligated to obtain insurance to the Buyer’s warehouse or other designated point of destination against all risks “American Institute Cargo Clauses” or equivalent with a strike, riots and civil commotions endorsement and against war risks if obtainable. All such insurance charges are for the Buyers’ account. Freight and insurance charges are merely estimates based on current prevailing rates. As these charges are beyond the control of Seller, any variations existing at the time of shipment are for the account of Buyer.
- QUOTATIONS. All quotations made by General Power Limited, Inc. for the sale of its Products shall be including any VAT, customs duty, taxes, fees, shipping costs, rates, etc. unless otherwise stated. All quotations are made in US dollars unless otherwise stated. General Power Limited, Inc. reserves the right to freely revoke or amend any quotations made, until such time as Customer has submitted an order based on the quotation made, and such order has been duly confirmed by General Power Limited, Inc. as stipulated in Article 2 below.
- ORDERS AND CONFIRMATION HEREOF. An agreement on the sale and the purchase of General Power Limited, Inc’s Products is entered into only when General Power Limited, Inc. has duly accepted an order from Customer. The order is accepted by General Power Limited, Inc, when submitting a confirmation on such order to Customer. Any request by Customer for changes or additions to, or cancellation of any order already accepted by General Power Limited, Inc. shall be subject to acceptance in writing by General Power Limited, Inc. at its full and exclusive discretion.
- DELIVERY. All orders shall be “FOB” Customer’s dock/premises: shipping, duties, and taxes paid by General Power Limited, Inc., equivalent to Incoterms 2000, “DDP” Customer’s dock/premises, unless otherwise agreed upon in writing.
- TIME OF DELIVERY. The time of delivery will be stated in the order confirmation issued by General Power Limited, Inc. and will include normal delivery times. Every effort will be made to meet this commitment, but General Power Limited, Inc shall in no instances incur any liability or liquidated damages arising, directly or indirectly, for any delivery delays unless specifically agreed to in writing in advance.
- PAYMENT. Invoices issued by General Power Limited, Inc. are due and payable thirty (30) calendar days following the date of the invoice issued to Customer, unless otherwise agreed upon in writing. In the event of any late payments by Customer, interest shall accrue at a rate of twelve per cent (12 %) per year or 0.0329% per day, calculated daily from the due date of such payment, and until payment is received by General Power Limited, Inc.
Notwithstanding the aforementioned, General Power Limited, Inc. may, at its own full and exclusive discretion, choose to revoke any credit provided, or to insist upon payment prior to the tendering of delivery of any Products. Customer agrees to waive any potential rights to withhold any payment for reasons of any counterclaims not duly recognized in writing by General Power Limited, Inc.
- INSPECTIONS AND ACCEPTANCE OF PRODUCTS. Upon receiving the Products ordered, Customer is obliged to inspect the Products received. If there is shipping damage, Customer agrees to notify the shipper before accepting delivery, document said damages on delivery documents, and notify General Power Limited immediately thereafter. Customer agrees to notify General Power Limited with no undue delay if Customer discovers or reasonably should have discovered that the Products received are defective or otherwise non-conforming.
If shipping damage is not documented on the delivery papers and the shipper is not notified immediately, the Products will be assumed to have been delivered in satisfactory condition. Notice of hidden damage or other non-conformity must be received by General Power Limited, Inc. no later than two (2) weeks (14 calendar days) following the day of delivery. If such notice is not received by General Power Limited, Inc. within the time limit stipulated, Customer should be deemed irrevocably to have accepted delivery as conforming.
- DEFECTS AND NON-CONFORMITY OF PRODUCTS. General Power Limited, Inc. may assume liability for defects or other nonconformity of Products only if the Products are duly returned to General Power Limited, Inc. for inspection. General Power Limited, Inc. may not assume liability for the costs pertaining to the return of the Products. Authorization RMA or Returned Material Authorization form must be obtained from General Power Limited, Inc for any and all returns PRIOR to return shipment. Shipments without RMA’s may be refused and returned to the sender at his cost, at the full and exclusive discretion of General Power Limited, Inc. The Products must be returned to General Power Limited, Inc. in its original packaging. In the event the Products are neither defective nor otherwise nonconforming, General Power Limited, Inc. shall be eligible to charge Customer for any costs General Power Limited, Inc. may have reasonably incurred due to the unfounded claim of Customer.
If the Products delivered are in fact defective or otherwise nonconforming, General Power Limited, Inc. shall be obliged and entitled, at its own full and exclusive discretion, to either remedy such defect or non-conformity by way of repair, making a replacement delivery, or to refund to Customer the purchase price paid for the Products, not including any costs of handling and shipping.
General Power Limited, Inc. shall under no circumstances be held liable for any operation loss, loss of time, loss of profit or any other consequential financial and indirect losses, and Customer specifically agrees that the remedies stipulated in this Article 7 shall be the only remedies available to Customer in any event of defects or otherwise non-conformity of Products.
- COMPLAINTS / WARRANTY. All complaints regarding defects or other non-conformity of Products must be submitted in writing to General Power Limited, Inc. without any undue delay when such defects etc. are discovered or should have reasonably been discovered by Customer. Any complaints regarding defects or non-conformity of Products must be submitted to General Power Limited, Inc. no later than 18 months following the date of delivery or 12 months following energization of such Products. If such complaint is not received by General Power Limited, Inc. within the time limit stipulated in this Article, General Power Limited, Inc. assumes no liability for any defects or nonconformity or Products whatsoever, and Customer agrees not to assert any such liability of General Power Limited, Inc.
- LIABILITY IN TORT. General Power Limited, Inc. shall be liable for any damages or losses caused by defective Products only if such defectiveness is proven to result from defects in design, materials, software or manufacture of the Products and only to the extent a matter of gross negligence on the side of General Power Limited, Inc. related to such defectiveness is adequately proven.
Any damages or losses caused by inadequate maintenance of Products by Customer, by inadequate instructions of Customer’s employees in the proper and correct use of
Products, by Customer’s use of Products in a way for which they were not intended, by Customer’s incorrect assembly or installation of Products or by changes to the Products conducted by Customer without the prior written consent of General Power Limited, Inc., shall all be the sole responsibility of Customer for which General Power Limited, Inc. shall not assume any liability whatsoever.
The total liability of General Power Limited, Inc. for damages of losses caused by the Products delivered shall never exceed the net purchase price paid for the Products.
General Power Limited, Inc. shall not be held liable for any damages or losses caused by Products, to the extent such damages or losses are deemed attributable to a component made by Customer and integrated in the Products.
In the event of any third party, for example Customer’s customers, seeking to hold General Power Limited, Inc. liable for any damages or losses, for which General Power Limited, Inc. is not responsible towards Customer according to this Article, Customer specifically, agrees to hold General Power Limited, Inc. harmless and indemnity General Power Limited, Inc. for any costs as may reasonably be incurred by General Power Limited, Inc. as a result thereof, including but not limited to, any compensation payable, reasonable attorney fees etc.
- INTELLECTUAL PROPERTY RIGHTS. Customer acknowledges and agrees that any trademarks, trade names, trade secrets, know-how, logos, copyrights, patents, patent applications, designs, drawings, documentations, manuals, and any other rights of intellectual property related to the Products sold, are and shall remain the exclusive property of General Power Limited, Inc. Thus, Customer acknowledges and agrees that the only right acquired by Customer is the right of use of the Products delivered. Customer shall be entitled to assign such right of use.
- FORCE MAJEURE. General Power Limited, Inc. shall not be liable for any non-performance of its obligations if such non-performance is attributable to circumstances which in all fairness must be regarded as being beyond the control of General Power Limited, Inc., including but not limited to natural disasters of any kind, strike, fire, war, mobilization, requisitions, sequestration, foreign exchange restrictions, uprising and unrest, shortage of transportation, general scarcity of goods, restrictions concerning energy or defects or delays in deliveries from sub-suppliers, which are attributable to similar circumstances as the ones listed in this Article.
- GOVERMENTAL RULES AND REQUIREMENTS. General Power Limited, Inc. does not undertake to warrant that the Products comply with special governmental rules and requirements promulgated within the jurisdiction where Customer resides. Thus, unless otherwise agreed, Customer undertakes to disclose and examine any special governmental rules and/or requirements with respect to the Products that must be complied with.
Also, Customer shall assume the risk of any amendment to such governmental rules and/or requirements after the delivery of Products. In the event such governmental rules and/or requirements are amended following the issuance of an order confirmation by General Power Limited, Inc. but before delivery is undertaken, General Power Limited, Inc. may, at the request of Customer and subject to price adjustments, undertake reasonable endeavors to change the Products accordingly. However, nothing herein shall be constructed as an obligation on General Power Limited, Inc. to make such change.
- SEVERABILITY. If one or more of the provisions of these Terms and Conditions of Sale and Delivery are held to be contrary to the applicable law, such provision or provisions that are held to be in conflict with the applicable law shall be mortified and shall apply with such contents only as may be validly agreed, and the remaining provisions of these Terms and Conditions of Sale and Delivery shall be unaffected by such holding.
- CONFIDENTIALITY. All information disclosed to Customer in the course of dealing shall be recognized and acknowledged by Customer as confidential information, whether such confidential information is maintained in hard copy or in electronic form. The afore mentioned shall not apply to general ascertainable information and material in the public domain or to information and material, which is rightfully known to Customer prior to receiving such information and material from General Power Limited, Inc., rightfully acquired by Customer from a third party, approved for release by written authorization by General Power Limited, Inc., or required to be disclosed by law or regulation. Confidential material shall comprise, but not be limited to, any and all intellectual property rights pertaining to Products.
Conversely, General Power Limited, Inc. agrees to treat all properly marked information disclosed to General Power Limited, Inc. as confidential in nature and will not disclose to other parties outside of General Power Limited.
- GOVERNING LAW. VENUE AND SERVICE OF PROCESS Any dispute arising out of or in connection with these Terms and Conditions of Sale and Delivery, including but not limited to, disputes regarding formation, execution, validity, interpretation, performance or settlements between the parties, shall all be governed and construed in accordance with the laws of the state of Florida and applicable US federal law, except that the state of Florida and federal choice of law rules shall not apply. If a dispute of any kind whatsoever arises between the parties, the parties agree to attempt to settle such dispute amicably.
Provided the parties are not able to agree upon an amicable settlement within sixty (60) calendar days following initiation of such settlement discussions any controversy or claim arising out of or in relation with these Terms and Conditions of Sale and Delivery (whether contractually or in tort), including disputes regarding the validity of this Article, shall exclusively be settled by the American Arbitration Institute according to that institution’s procedural rules. Discovery procedure shall be limited to the fullest extent allowed by the American Arbitration Institute’s procedural rules. The place of Arbitration shall be within the state of Colorado. Provided the dispute in question amounts to $100,000.00 or less, the Arbitration Panel shall consist of one (1) arbitrator. Provided the dispute in question exceeds $100,000.00 the Arbitration Panel shall consist of three (3) arbitrators.
The result of the Arbitration shall be final and binding upon the parties, and the Arbitrator(s) shall in their discretion have the power to award reasonable costs and attorneys fees to the prevailing party. Despite the arbitration procedure agreed upon in this Article, the parties shall not be precluded from carrying out interim measures via the appropriate judicial authority. The parties expressly accept that service of process and all other judicial messages may be given by registered mail to the addresses of the parties as stated in the order confirmation issued by General Power Limited, Inc.