TERMS AND CONDITIONS OF SALE
1. Definitions
Buyer: the party buying the Goods.
Seller: GCLED Electronics Inc that issued the quotation, Proforma Invoice, or the invoice for the Goods.
Goods: the goods and services being offered by Seller.
Terms: these Terms and Conditions of Sale.
Quotation: any quotation, proposal, Proforma Invoice, or similar pre-sale document issued by Seller describing the Goods, pricing, quantities, specifications, payment terms, or other proposed transaction terms.
Contract: any agreement consisting of Seller’s order confirmation, these Terms and Conditions of Sale, any Seller quotation or Proforma Invoice that is expressly incorporated by reference, and any Credit Application or other written agreement executed by Buyer that expressly incorporates these Terms by reference.
2. Entire Agreement
The Contract constitutes the entire agreement between the parties and supersedes all prior and contemporaneous representations, understandings, and agreements regarding the Goods, including, without limitation, Buyer’s requests for proposals, requests for quotations, purchase orders, or payment terms, provided that a written agreement signed by both parties will take precedence over these Terms.
No website or other click-through agreement shall have any binding effect on the Seller, regardless of the Seller’s clicking “ok,” “I accept,” or any other purported acceptance. This Contract may be amended only by a written instrument signed by both parties.
Buyer’s consent to these Terms occurs upon the earliest of: (a) execution of a Credit Application or other written agreement that incorporates these Terms by reference; (b) issuance of a purchase order in response to a Seller quotation or Proforma Invoice; or (c) issuance of any payment for the Goods.
In the event of a conflict among the documents comprising the Contract, the order of precedence shall be as set forth in the definition of “Contract.” Any Buyer purchase order or other document containing additional or different terms is expressly rejected and shall not form part of the Contract. Buyer acknowledges and agrees that acceptance of these Terms is a condition of the Seller’s agreement to sell Goods to Buyer.
3. Quotation; Price; Payment
Seller’s quoted prices for the Goods exclude shipping, delivery, taxes, and customs duties, all of which are the responsibility of Buyer. Quotations or Proforma Invoices are for information only and may be changed or withdrawn by Seller without notice.
Seller may change its prices for the Goods at any time. Prices are subject to change without notice prior to acceptance. A quotation or Proforma Invoice does not reserve or guarantee inventory availability. Inventory will only be reserved upon Seller’s written confirmation and receipt of any required deposit or payment.
Payment for the Goods is due in full within five (5) business days from the applicable invoice date and prior to shipment, unless otherwise agreed in writing by Seller.
Payment must be made in the invoiced currency. Late payments accrue interest at 1.5% per month (or the maximum allowed by law). If Buyer fails to remit any payment when due, Seller may suspend or cancel deliveries of the Goods and, to the extent permitted by applicable law, suspend any further warranty services, technical support, documentation, file requests, or other services or assistance until all past-due amounts are paid in full.
Buyer shall make all payments when due without setoff, deduction, withholding, or counterclaim, except to the extent otherwise required by applicable law or approved by Seller in writing. Any dispute concerning the Goods or services shall not relieve Buyer of its obligation to timely pay all undisputed amounts when due.
Any credit or extended payment terms, including Net payment terms, are granted at Seller’s sole discretion and may be modified, suspended, or revoked by Seller for future orders at any time. Approval of a Credit Application does not obligate Seller to extend credit for any particular order or amount, and all credit extensions remain subject to Seller’s approval, the applicable credit limit, and Buyer’s then-current outstanding balance. If Buyer has any past-due balance or Seller reasonably determines that Buyer’s ability or willingness to make timely payment has changed, Seller may require partial or full payment in advance before accepting, producing, releasing, or shipping any additional orders.
If Buyer fails to pay any amount when due and Seller refers the account to a collection agency, Buyer shall be responsible for all reasonable costs incurred by Seller in recovering payment, including collection agency fees and reasonable attorneys’ fees.
4. Customs, Import Fees, Duties, and Taxes
All Goods may be subject to import tariffs, customs duties, taxes, licensing fees, and other governmental fees, which are subject to change. Any fees quoted by Seller are estimates based on rates in effect at the time of quotation. The final applicable fees will be determined at the time of import and confirmed prior to shipment.
Buyer shall be solely responsible for payment of all customs fees, duties, taxes, tariffs, licensing fees, and related transportation costs, unless otherwise explicitly agreed in writing by Seller.
Buyer will pay all sales, use, value-added, excise, gross receipts, or other taxes, and any customs duties or other import/export fees, imposed on the Goods or on the sale, delivery, ownership, or use of the Goods by Buyer, excluding any taxes based on Seller’s income or operations.
A valid tax exemption certificate must be provided to Seller at the time of the Proforma Invoice in order for any sales tax to be waived. If no valid certificate is received, applicable sales tax will be charged and payable by Buyer.
5. Acceptance
No acceptance conditions apply to Buyer’s purchase of Goods. Any defects in material or workmanship, or errors in shipment, will be provided for under the warranty set forth in Section 10 (Limited Warranty).
6. Title; Risk of Loss
Delivery of the Goods shall be Ex Works (EXW) from Seller’s facility or any other location designated by the Seller. Title to the Goods and risk of loss, damage, or destruction shall pass to Buyer upon pickup from Seller’s facility or any other location designated or upon delivery to the carrier, whichever occurs first. Loss, damage, or destruction of the Goods occurring while the risk of loss is with Buyer shall not relieve Buyer of its obligation to pay Seller. Buyer remains responsible for payment in full, even if the Goods are lost or damaged after shipment.
In the event of resale, Buyer hereby assigns to Seller all rights to the related receivables until payment for the Goods has been made in full. If the Goods are processed or combined with other items (a “Combination”), Seller’s retained title shall transfer to a proportional share of the title in the Combination, reflecting the value of the Goods relative to the total value of the Combination.
The transfer of title provisions do not apply to software or other intellectual property supplied with the Goods.
7. Delivery
Seller will use commercially reasonable efforts to meet quoted delivery dates, which are estimates based on conditions known at the time of quotation. Any confirmed ship date in Seller’s order confirmation may not be changed by Buyer within the longer of (a) the lead time required for the Goods as determined by Seller, or (b) ninety (90) days. Seller shall not be liable for any delay in delivery. If Seller experiences material shortages or other manufacturing delays, Seller may make partial shipments of Buyer’s orders.
8. Shipping & Handling
If Buyer requests that Seller arrange shipping, all shipments are made at Buyer’s risk once the Goods are handed over to the carrier. Seller shall not be responsible for any loss, damage, or delay during transit, except to the extent directly caused by Seller’s gross negligence prior to shipment.
In the event of product loss or damage in transit, Seller is not obligated to provide free replacement Goods. Buyer is responsible for filing any claims directly with the shipping carrier, unless Seller, at its sole discretion, chooses to assist with or handle such claims.
Damage may occur if cases or pallets are improperly stacked, handled, or repackaged after delivery. Seller shall not be responsible for any damage resulting from improper handling, storage, or repackaging by Buyer or any third party.
9. Scope of Work
The Seller’s scope is strictly limited to product preparation, documentation, and shipment. This includes standard functional testing of Goods to ensure operability, packing Goods using protective packaging, coordinating shipment with Buyer’s carrier, and providing standard shipping documentation such as packing lists and invoices.
The Seller also provides standard technical documentation, including CAD drawings for connections of Seller-provided cables, and reasonable remote technical support for basic troubleshooting, guidance for connecting the Seller-supplied cables, and system setup questions. Remote support is limited to standard product inquiries and does not include full system design or project management.
Unless expressly agreed in writing, the following services are not included and may incur additional charges: on-site installation, assembly, mounting, or supervision; dispatch of technicians; detailed inspection, manual counting, or repacking of parts; pre-configuration, calibration, or software setup beyond standard packing; full system design, integration with third-party systems, or project-specific engineering; and warehouse labor for handling, opening, or repacking products. Any of these services requested without prior agreement will be billed separately.
For customer pickups, Buyer or Buyer’s agent may perform visual external inspection only. Any request to open packaging, count parts, or verify contents in detail must be requested in advance, approved by Seller, and may be subject to labor charges. Seller reserves the right to decline time-intensive or disruptive requests at pickup.
Buyer-Provided Information: Buyer is responsible for the accuracy and completeness of all dimensions, measurements, drawings, specifications, site conditions, structural information, power and data requirements, and other information provided by Buyer or its representatives. Seller may rely on such information without independent verification unless otherwise expressly agreed in writing. Seller shall not be responsible for delays, additional costs, incompatibilities, modifications, or other issues resulting from inaccurate, incomplete, or changed information provided by Buyer. Any additional Goods, services, engineering, labor, or other costs resulting from such information shall be the responsibility of Buyer.
Site and Installation Responsibility: Unless expressly included in Seller’s written scope of work, Buyer is responsible for site readiness and conditions, structural suitability, electrical and data infrastructure, permits, inspections, code compliance, and installation of the Goods. When Seller is contracted to provide installation or related services, Seller’s responsibility is limited to the services expressly stated in the applicable quotation, invoice, or written scope of work. Seller shall not be responsible for issues resulting from inadequate site conditions or infrastructure, inaccurate information provided by Buyer, or work performed by Buyer or third parties.
Seller’s provision of drawings, recommendations, technical guidance, or remote support does not, by itself, constitute approval or certification of the site, structure, electrical system, installation, or code compliance.
10. Limited Warranty
Goods: Seller warrants that the Goods, excluding software, will conform to published specifications and be free from material defects in accordance with Seller’s standard warranty available on Seller’s website (www.gcled-usa.com). Seller provides no additional warranty. Any third-party Goods are provided solely with the manufacturer’s warranty.
Third-Party Products and Software: Seller shall not be responsible for defects, failures, incompatibility, performance issues, firmware or software changes, licensing requirements, discontinuation, or other issues arising from third-party products, components, hardware, or software not manufactured or developed by Seller. Any third-party products supplied by Seller are subject solely to the applicable third-party manufacturer’s warranty, if any. Seller will use commercially reasonable efforts to assist Buyer in communicating with the applicable third-party manufacturer or provider but does not guarantee the outcome or resolution of any third-party claim.
Services: For a period of ninety (90) days following completion of each service, Seller warrants that the service has been performed in a professional manner consistent with industry standards, and Buyer’s exclusive remedy for any breach of this warranty shall be for Seller to re-perform the affected services at no additional cost, or, if the services cannot be re-performed, to refund the amount paid for the affected services.
Disclaimer: ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Goods are sold “AS IS, WHERE IS” except for the limited warranties described above.
The existence of any warranty claim, product defect claim, service claim, or other dispute shall not relieve Buyer of its obligation to timely pay all undisputed amounts when due. Buyer may not withhold, deduct, or offset any amount from payments due to Seller in connection with any such claim unless approved by Seller in writing or otherwise required by applicable law.
11. Seller’s Intellectual Property
The sale of Goods to Buyer does not grant any license, either express or implied, under any patent, copyright, trademark, trade secret, or other intellectual property owned or controlled by Seller. This includes, without limitation, any related data, drawings, schematics, software, processes, or tooling.
All designs, drawings, models, samples, know-how, and other intellectual property provided or submitted by Seller remain the exclusive property of Seller. Buyer agrees not to use Seller’s name, logos, or trademarks without prior written consent from Seller.
12. Intellectual Property Indemnity
Seller shall, at its own expense, defend Buyer (but not Buyer’s affiliates or customers) against any claim, demand, or lawsuit alleging that the Goods supplied by Seller directly infringe a valid patent, copyright, or trademark in the country where Seller is located. Seller shall also pay any damages or costs finally awarded against Buyer by a court of competent jurisdiction to the extent such damages are based on a determination that the Goods, as provided by Seller to Buyer, directly infringe such intellectual property rights.
The indemnity provided in this section does not extend to Goods manufactured or modified according to Buyer’s specifications. Seller’s obligations under this section are expressly conditioned upon: (a) Buyer giving written notice to Seller no later than ten (10) days after receiving notice of the claim, (b) Seller having the sole right to control the defense and any settlement negotiations, (c) Buyer fully cooperating with Seller in the defense and settlement of the claim, and (d) Buyer refraining from admitting liability, compromising, or settling any claim without Seller’s prior written consent.
Seller may, at its discretion, resolve any claim by obtaining for Buyer the right to continue using the Goods, supplying substitute or modified non-infringing Goods, or refunding the purchase price paid for the affected Goods.
Seller shall have no indemnity obligations for claims resulting from: (i) modifications of the Goods or combination of the Goods with other products or services not provided by Seller, (ii) use of the Goods in a manner inconsistent with applicable law or with the specifications or instructions provided by Seller, or (iii) Buyer’s failure to use substitute or modified Goods provided by Seller or continued use of Goods for which a refund has been issued.
In cases where Goods are manufactured or modified to Buyer’s specifications or misused by Buyer, Buyer shall defend, indemnify, and hold Seller, its officers, directors, employees, and agents, harmless from and against any claims, losses, expenses, damages, or liabilities arising from Buyer’s misuse of the Goods, modification of the Goods, violations of laws, or actual or alleged infringement or misappropriation of intellectual property rights related to such Goods.
13. Limitation of Liability
In no event shall Seller be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits or revenue, loss of business or goodwill, loss of use, loss of data, business interruption, increased operational costs, environmental damage, or any damages based on third-party claims, even if Seller has been advised of the possibility of such damages.
Seller’s total cumulative liability under this Contract, whether in contract, tort, or otherwise, shall not exceed the amount actually paid by Buyer to Seller for the Goods giving rise to the claim. These limitations apply even if any remedy fails of its essential purpose.
The limitations set forth in this section shall apply regardless of whether the damages arise in whole or in part from Seller’s negligence, gross negligence, or other fault.
Notwithstanding the foregoing, certain jurisdictions may not allow the exclusion or limitation of certain types of damages; to the extent that local law prohibits such exclusions or limitations, such provisions shall not apply, but all remaining limitations shall remain in full force and effect.
14. Compliance with Laws
Buyer is responsible, at its own expense, for complying with all laws and regulations related to the use, resale, or distribution of the Goods, including obtaining any required approvals or permits. Buyer must use the Goods according to the specifications and instructions provided by Seller.
If a third party makes a claim against Seller because of Buyer’s use or resale of the Goods, or Buyer failing to follow laws, regulations, or the provided instructions, then Buyer will cover all costs and damages for Seller, unless the injury or damage was caused solely by Seller’s negligence.
15. Governing Law
This Contract is governed by the laws of the State of Texas. The UN Convention on Contracts for the International Sale of Goods does not apply.
Any disputes that cannot be resolved informally must be filed exclusively in courts located in Texas, although Seller may enforce any judgment in other jurisdictions if necessary to collect amounts owed. Buyer agrees in advance to the jurisdiction and venue of these Texas courts and waives any objections.
All claims by Buyer against Seller must be filed within one year from the event giving rise to the claim, unless local law requires a longer period; claims filed after that period are barred.
16. Termination, Modification, Inspection, and Returns
Buyer may not cancel an order, reduce quantities, revise specifications, or delay delivery without Seller’s written consent. Before the Goods leave Seller’s facility or any designated address, changes or cancellations for in-stock Goods may incur a fee of up to one hundred percent (100%) of the purchase price. Goods that require production, changes or cancellations may incur a fee of fifty percent (50%) to one hundred percent (100%) of the purchase price.
If Buyer requests that Seller hold Goods exclusively for Buyer and later cancels the order, any deposit or payment for such held inventory is non-refundable.
Once the Goods leave Seller’s facility or any designated address and are en route to Buyer’s designated address, all sales are final, and the Goods are generally not eligible for return or refund, except in cases of verified major manufacturing defects as determined by Seller in its reasonable discretion.
Cosmetic imperfections on demo or used Goods, if sold, do not qualify for return or refund, provided the Goods are fully functional. Malfunctions caused by third-party components or systems, including but not limited to Novastar or Brompton, do not qualify for return or refund, although Seller will use commercially reasonable efforts to assist Buyer with the third-party provider.
Buyer must inspect all Goods upon receipt and notify Seller in writing of any defects, shortages, or issues within seventy-two (72) hours of receipt; failure to do so constitutes acceptance.
If Buyer requests to reschedule shipment more than thirty (30) days beyond the originally scheduled ship date, Seller may charge Buyer an additional storage and handling fee of up to thirty percent (30%) of the purchase price if such request is granted.
Seller may cancel or reschedule orders without liability if Buyer fails to pay, violates any material term of this Contract, becomes insolvent, enters bankruptcy, or ceases normal business operations.
17. Changes or Adjustments
All information provided in quotes, proforma invoices, or other communications from Seller is for reference purposes only and may be subject to change, including but not limited to pricing, specifications, lead times, and typographical errors. Buyer acknowledges that minor variations in specifications or quantities may occur.
If additional or incorrect Goods are delivered to Buyer in error, Buyer must notify Seller in writing within five (5) business days of receipt and return such Goods as instructed by Seller. Seller will be responsible for reasonable return shipping costs for Goods delivered in error. Any Goods returned outside of this timeframe or not in accordance with Seller’s instructions may not be accepted or may be subject to additional charges.
Nothing in this section limits Seller’s rights under Section 16 (Termination, Modification, Inspection, and Returns) or other applicable provisions of this Contract.
18. Export Laws
The Goods are subject to U.S. and other countries’ export laws. Buyer agrees not to export, re-export, or transfer the Goods or any technical information from Seller unless it fully follows all applicable laws and regulations, including getting any required licenses or approvals.
Buyer also agrees not to send the Goods or technical information to any person, company, or country where such transfer is prohibited, including under U.S. or other sanctions or embargoes.
19. Treatment of Waste
Buyer is responsible for returning, recycling, or properly disposing of electrical and electronic equipment according to local laws. Buyer agrees that Seller has no responsibility for these obligations and will not be held liable for any related claims.
Buyer will handle all of this at its own cost.
20. Design or Production Changes
Seller may make changes to the design or production process of the Goods as long as these changes don’t significantly affect how the Goods look, fit, or work. Seller may also provide suitable substitute materials if the original materials are unavailable, impractical, or in short supply.
21. Waiver, Severability
The failure of either party to insist upon strict performance of any provision of this Contract shall not constitute a waiver of such party’s rights or remedies with respect to any subsequent default.
If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties agree to negotiate in good faith a valid provision that most closely reflects the original economic intent of the invalid provision.
22. Assignment
Seller may assign its rights or delegate its obligations under this Contract, in whole or in part, without the prior written consent of Buyer.
Buyer may not assign, transfer, or delegate any of its rights or obligations under this Contract, whether directly or indirectly, including by operation of law, without the prior written consent of Seller.
23. Force Majeure
Seller shall not be liable for any failure or delay in performing its obligations under this Contract to the extent such failure or delay is caused by war, riot, terrorism, fire, flood, epidemic, pandemic, earthquake, or other natural or man-made disasters, failure of any third-party hardware, software, electrical system, or utility, delays in transportation, inability to obtain necessary labor or materials from usual sources, or any other cause beyond the reasonable control of Seller.
24. Survival
Any terms and conditions of this Contract that by their nature or which otherwise reasonably should survive termination, cancellation, recission, or expiration of this Contract shall survive.