|Terms of Sale|
All information contained in Gruber Systems, Inc. (“Gruber”) literature is accurate to the best of Gruber’s knowledge. Suggestions are made without warranty or guarantee of results. Before using any Gruber product, the user should determine the suitability of the product for its intended use (including but not limited to dimensions, weights, fit, and function). The user assumes the risk and liability in connection therewith, notwithstanding any suggestions, advice, or assistance given by Gruber.
Catalog prices are subject to change without notice. Prices shown are those which are in effect as of the date of publication, FOB Shipping Point. Invoices will reflect the prices in effect upon the date of receipt of order. If in doubt, please write or call for a current quotation. Prices do not include sales, use, license, excise, or other taxes with respect to the manufacture, sales, delivery, and export duties of the goods, all of which are the sole responsibility of the Customer.
Proprietary (Custom) Molds
Price adjustments also apply to all Proprietary (Custom) Molds which Gruber manufactures.
A service charge in the amount of $25.00 will be charged for orders less than $75.00.
Prices shown in the Price List do not include any taxes. All applicable taxes will be the sole responsibility of the customer.
(A) C.O.D. - U.S. Accounts
Unless otherwise agreed in writing by Gruber and the customer or unless prepaid, all orders will be shipped C.O.D. All carriers charge an additional service charge for handling C.O.D. shipments, which charge will be the sole responsibility of the Customer.
Orders received with a prepayment check will be given a discount of 1% on the order net balance, excluding taxes, crating, duties, shipping, special handling and freight charges, and other similar charges. Discounts do not apply to master tooling charges, engineering/consultant fees, training services, or contract agreements for customer designed production systems or other similar charges. Prepaid orders are those for which the full amount of all charges, except freight, are paid prior to entry of the order into Gruber’s production/shipping schedule. Prepaid orders will not be processed until payment for the full amount is received.
Any other method of payment will be in accordance with Gruber’s payment policies. Any credit sale is subject to the approval of Gruber’s credit department. A finance charge equal to the highest amount allowed by law will be added to the amount due on all invoices that are not paid within the stated time. All payments will be made in United States currency. If the customer fails to comply with any of the terms and conditions of this instrument, Gruber may withhold further deliveries. Gruber may suspend performance or require cash payment or C.O.D. or adequate security at any time when, in Gruber’s sole and absolute discretion, the financial condition of the customer or other factors warrant such action.
Advice and assistance on matters relating to the manufacture of cultured marble is available by telephone, telefax, or letter without charge or obligation. Gruber offers this service free of charge, but without warranty. Please see the important Notice to Customer section above. No collect calls will be accepted. Field consultation service is available, on a fee plus expense basis, for onsite consultation. For complete information on all services available from Gruber, please contact your Gruber Representative.
Shipments and Delivery
Unless otherwise agreed in writing by Gruber and the customer, shipments will be made via the most reasonable methods as determined in the sole and absolute discretion of Gruber. Gruber will have the sole and absolute discretion to select the method of shipment, routing of shipment, point of origin of shipment, and selection of carrier. All shipments will be FOB Shipping Point. Shipping and delivery dates are estimates only, based on factors in existence at the time such estimates are made. Each delivery will be deemed to be a separate sale, and the customer will make payment on Partial deliveries. Gruber will not be liable for damages due to the delay in, or the inability to complete, the manufacture and delivery of goods due to labor difficulties, weather, Acts of God, governmental acts or regulations, shipping delays, inability to obtain equipment or materials from sources of supply, or any other cause whatsoever beyond the reasonable control of Gruber. The customer will pay Gruber reasonable storage and handling charges for shipments that are delayed on account of the customer, and such shipments will be stored at the customer’s risk.
Damages and Risk of Loss
All risk of loss or damage and all incidents of title and ownership will pass to the customer upon Gruber’s delivery of the goods to the carrier (FOB Shipping Point), even though Gruber may have selected the carrier. In no event will Gruber be liable for any loss or damage, including but not limited to lost profits or incidental or consequential damages, that result after Gruber delivers the goods to the carrier or during the shipping of goods. For any such loss or damage, Gruber will have no responsibility whatsoever, and the customer will be responsible for initiating and processing all claims directly with the carrier.
Cancellation of Orders
(A) Standard molds and stock supplies
Cancellation of orders for standard molds and stock supplies must be made at least 48 hours prior to the shipping date. Orders canceled after that time will be subject to a 15% restocking charge, plus the cost of freight and handling charges, if the product has been shipped.
(B) Manufacturing equipment and special orders
In the event that a customer cancels an order for engineered system components, product especially fabricated for the customer, or goods that are not regularly carried by Gruber, the customer will be responsible for paying the agreed price of such goods as are completed as well as of such goods as are in the process of being engineered, fabricated, manufactured, assembled, or ordered at the time Gruber receives the customer’s cancellation.
If Gruber manufactures or modifies any goods in accordance with the customer’s requests, plans, or specifications, the customer will indemnify and hold Gruber, its agents, officers, and employees harmless from and against all liabilities, losses, claims, causes of action, penalties and expenses, including but not limited to attorneys’ fees and costs, imposed on, incurred by, or asserted against Gruber, its agents, officers, or employees, on account of bodily injury or death or property damage or destruction or on account of infringement of any design patent, utility patent, design, copyright, tradename or trademark, existing or hereafter issued, directly or indirectly arising out of such requests, plans, or specifications, or out of such manufactured or modified goods, or out of any alleged breach by Gruber of any implied or expressed warranty (except for the limited warranties specifically set forth in this instrument). The provisions of this paragraph are expressly made for the benefit of Gruber, its agents, officers, and employees and its successors and assigns, and will continue in full force and effect notwithstanding the termination of this instrument.
Tolerance, Designs, Specifications & Descriptions
All tolerances and dimensions for molds set forth in this catalog are based on plus or minus ¼” (.6 cm). All designs illustrated in the Gruber catalog are drawn to show the shape, configuration, and dimensions of the finished product or mold. All catalog products have been described accurately as of the publication date of this catalog. However, Gruber is constantly attempting to improve its product and, therefore, reserves the right to improve, delete, or add new products and to alter or change the products in any way, without notice.
For purposes of identification, returned product will be considered to fall within the following four categories:
CLASS A: New, unused, undamaged.
CLASS B: New, unused, lost or damaged in transit.
CLASS C: New, unused, defective product.
CLASS D: Used, returned for evaluation and/or repair.
This policy on returned product does not apply to custom molds or other goods made or modified especially for the customer. The following general rules will be observed, with respect to the above classifications:
Class A Product
Freight prepaid by the shipper (customer) will be accepted for credit to the customer’s account if the product is still being sold by Gruber, and is found to be in original condition; subject to a handling charge of 15% of the invoice price; 20% for other products.
Class B Product
Must be reported immediately by the customer to the transportation company and to Gruber. The customer is responsible for filing and processing the claim(s) directly with the transportation company. Gruber is not liable for any loss or damage that occurs after Gruber delivers the goods to the carrier.
Class C Product
Freight prepaid by the shipper (customer) will be accepted by Gruber for inspection and evaluation. If evidence of a defect that is covered by a Gruber warranty is found, or an error in shipment has been made, Gruber will have the option of either repairing or replacing the product at Gruber’s expense or of refunding the purchase price paid by the customer for the product. If no evidence of defect that is covered by a Gruber warranty or shipping error is found, the product will be handled in accordance with procedures as outlined in Class A, if the product is new, unused, and undamaged. If there is evidence of damage or defects not covered by a Gruber warranty, the product will be handled in accordance with the procedures in Class D Product.
Class D Product
Freight prepaid by the shipper (customer) will be accepted by Gruber for inspection and evaluation. After the product has been evaluated, the customer will be notified and advised of the condition of the product. Product found to be repairable will be repaired with the cost borne by the customer. If the product is deemed to be beyond repair, Gruber will dispose of it per the customer’s instructions, at the customer’s expense. If Gruber receives no instructions from the customer to either repair or dispose of the product within sixty (60) days after Gruber advises the customer of Gruber’s findings regarding the condition of the product, Gruber may make use of or dispose of the product in any manner determined by Gruber, in Gruber’s sole and absolute discretion, without any obligation to report to the customer (including but not limited to the obligation to pay any consideration to the customer or the obligation to report to the customer), and all rights to such product will belong solely and exclusively to Gruber. Please note that with respect to all of the foregoing classifications, particularly Classes A and C, it is essential to repack product to protect it from damage in transit. Full credit for returned product cannot be given unless it is received in undamaged condition. Also, make sure the proper freight classification is used on the returned shipment.
The waiver by Gruber of any term or condition herein stated will not be construed to be a waiver of any other term or condition hereof, nor will such waiver be deemed a waiver of subsequent breach of the same term or condition, nor will it be deemed a waiver or any term or condition in any subsequent instrument.
In the event any provision of the instrument is held to be invalid or unenforceable, the other provisions of this instrument will be valid and enforceable.
This instrument confirms the sole and entire agreement between Gruber and the customer and none of the terms and conditions contained herein may be added to, deleted, modified, or altered except by written instrument signed by the President/CEO or chief legal executive of Gruber Systems Inc. and the customer. There are no oral understandings, representations, or agreements relative to the subject matter of this instrument which are not fully expressed in this instrument.
The laws of the State of California will govern the validity, interpretation, and enforcement of this instrument. The sole, exclusive, and proper venue for any proceedings brought to interpret or enforce this instrument or to obtain a declaration of the rights of the parties hereunder will be Los Angeles County, California.
In the event that any suit in law or equity, arbitration, or other formal proceeding is instituted by any part of this instrument, or to recover damages for breach thereof, the prevailing party shall be entitled to an award of it’s attorney’s fees and costs, including experts, incurred in connection with such action. If any collection procedure is initiated against the customer to enforce any of the customer’s obligations owing hereunder, which collection procedure does not culminate in the commencement of any suit, arbitration, or other formal proceeding, Gruber will be entitled to recover from the customer, all costs, including but not limited to attorneys’ fees, incurred by Gruber in connection with such collection procedure.
Gruber warrants that all of the products manufactured by it are free from manufacturing defects in material and workmanship. Gruber represents that it has inspected in a reasonable manner all components manufactured by others and used in Gruber products and Gruber warrants that those components are free from manufacturing defects in material and workmanship that are detectable by such reasonable inspection. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING WARRANTIES ARE VOID IF THE PRODUCT HAS NOT BEEN USED, CARED FOR AND MAINTAINED IN ACCORDANCE WITH GRUBER’S WRITTEN INSTRUCTIONS ACCOMPANYING THE PRODUCT OR IF THE PRODUCT HAS BEEN OTHERWISE UNREASONABLY USED, NEGLECTED, MISHANDLED, OR IMPROPERLY SERVICED OR STORED OR IF THE PRODUCT HAS BEEN DAMAGED BY ACCIDENT OR OTHER CASUALTY. No employee or representative of Gruber has authority to bind Gruber to any representation, promise or warranty concerning Gruber products. Unless a representation, promise or warranty is set forth in this instrument it is not enforceable by the customer. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST GRUBER FOR BREACH OF ANY WARRANTY WILL BE FOR THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR, AT GRUBER’S OPTION A REFUND OF THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCT UPON THE CUSTOMER’S RETURN TO GRUBER OF THE PRODUCT. NO OTHER REMEDY, INCLUDING BUT NOT LIMITED TO COMPENSATION FOR PROPERTY DAMAGE, LOST PROFITS, LOST SALES, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WILL BE AVAILABLE TO THE CUSTOMER. Claims under the foregoing warranties must be made by obtaining the prior return authorization and shipping instructions from Gruber and returning the defective product in accordance with Gruber policy then in effect. Gruber products are intended for sale to industrial and commercial customers only. This paragraph constitutes the complete and final expression of any and all warranty agreements between Gruber and the customer notwithstanding any usage of trade, course of dealing or documents sent to Gruber by the customer.