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1. Terms of Sale
a. All product sales by GennFlex Inc., (hereafter known as “Seller”) are exclusively guided by these Standard Terms and Conditions of Sale (henceforth referred to as “Standard Terms”). Unless otherwise stated by an authorized officer of Seller in writing, these Standard Terms are part of the sales contract and will override any inconsistent terms on the Buyer’s purchase order or any other documents provided by or for the Buyer. The Buyer’s (1) signature on the Seller’s order confirmation form, or (2) failure to object to these Standard Terms in the Seller’s proposal or order confirmation form within fourteen (14) days from the date of issuance, or (3) acceptance of the Seller’s products or services will be considered as acceptance of these Standard Terms.
b. Any order placed with Seller should be in the form of a written purchase order or a letter from the Buyer authorizing the Seller to proceed based on the Seller’s proposal to the Buyer (“Authorization Letter”). All proposals, quotations, bids or similar communications from Seller are considered invitations for the Buyer to submit a contract offer, subject to these Standard Terms only, in the form of a written purchase order. A binding sales contract, always subject to these Standard Terms, will be established when the Seller accepts the Buyer’s order, as shown by the purchase order or Authorization Letter, at Seller’s office in Sarasota, FL (or another office designated by Seller) by sending an order acknowledgment to the Buyer. Any terms or conditions in the Buyer’s written purchase order, Authorization Letter or other documents, which contradict, conflict with, or add to these Standard Terms or the Seller’s order acknowledgment, will not be binding on the Seller unless specifically agreed to in writing by an authorized officer of Seller. Without such specific written agreement, Seller hereby rejects all such contradictory and additional terms and conditions proposed or provided by Buyer.
2. Warranty and Remedies
a. Seller guarantees for one (1) year or a longer period as specified in writing in Seller’s proposal (“Warranty Period”) that each new and unused product it manufactures will be free from defects in material and workmanship. Within the Warranty Period, Seller will repair or replace any part deemed defective, provided that the product is installed and operated according to Seller’s instructions and (always subject to such instructions) in line with generally accepted industrial practices. Moreover, the product should be used under its intended normal conditions and should receive appropriate care, lubrication, protection and maintenance under competent supervision.
b. Specific components of Seller’s products and/or systems may be covered by individual warranties of their respective manufacturers. These manufacturers’ warranties apply to these separate parts and do not constitute obligations or warranties of Seller.
c. Seller does not guarantee robotic production rates or the quality of parts produced using Seller’s products, except as specifically outlined in writing in Seller’s proposal.
d. THE WARRANTIES MENTIONED IN THIS PARAGRAPH 2 ARE THE ONLY WARRANTIES AND REPLACE ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ARISING UNDER STATUTE, COMMON LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND SUITABILITY FOR A SPECIFIC PURPOSE.
e. Under no circumstances whatsoever shall Seller be accountable to any person, firm or corporation for any special, indirect or consequential damages, whether for breach of contract, negligence, misrepresentation or otherwise, resulting in lost profits, loss of interest in money borrowed or invested, impairment of goods, work stoppage or otherwise, in any way related to the sale of any products or services by Seller to Buyer or any transaction to which these Standard Terms apply. The responsibility of Seller and the sole remedy of Buyer for any defect, breach, or for any action related to the sale of any products or services by Seller to Buyer, whether based on contract, negligence, strict liability, tort, warranty breach, or otherwise, is limited, at Seller’s discretion, to repair or replacement of the defective goods or services or refund of the purchase price thereof. The preceding shall constitute the only liability of Seller and the only remedy of Buyer or anyone claiming on behalf of or through Buyer.
All illustrations, drawings, tables, graphs, and similar material issued by Seller or contained in Seller’s catalogs, price lists, advertisements, or other publications are approximations only. Weights, measurements, capacities, and other details of products offered by Seller are stated in good faith as being approximate, and no responsibility is accepted for any deviation from these approximations unless otherwise specified in writing in Seller’s proposal or order acknowledgment. In turnkey systems provided by the Seller, Seller guarantees that the proposed products will perform the tasks as outlined in the proposal, based on the Buyer’s data referenced in the proposal.
4. Shipping, Delivery, Unforeseeable Events, Offers, Consent, and Errors
a. All dates given for shipping and delivery are made in good faith and are estimations. Such dates are subject to these Standard Terms and the timely fulfillment of these Standard Terms by the Buyer, as well as any necessary reviews and approvals from the Buyer. The Seller shall not be responsible for any penalties for delayed shipment, nor shall it be obligated to pay any penalty of any nature claimed due to any delayed shipment unless it has expressly agreed to such a penalty provision in writing by the Seller.
b. The Seller shall not be held accountable for any delay or damages (direct or indirect) caused by delays in shipment due particularly, but not exclusively, to force majeure and other causes beyond its reasonable control. Force majeure includes, but is not limited to, war, blockade, civil unrest, strikes and lockouts, labor shortages, fire and other accidents, and governmental actions (including export and import licensing and currency exchange regulations). In the event of non-delivery, delayed delivery, or order cancellation, the Seller’s responsibility shall be limited to the refund of any advance payment received from the Buyer.
c. Unless otherwise specified in writing by the Seller, all shipments are F.O.B. from the Seller’s or its suppliers’ manufacturing plant or warehouse and are stable in the price for no more than thirty (30) days from the date of the proposal from the Seller or any shorter period specified by the Seller. After the initial period of up to thirty (30) days, the applicable prices are those in effect at the time an order is placed with the Seller by the Buyer. The Seller will provide any changes in price to the Buyer for inclusion in a revised order prior to acceptance by the Seller. Any reference to F.O.B. or other delivery terms shall have the same meaning as that given by the International Chamber of Commerce in its current edition of Incoterms.
d. (1) The price quoted by the Seller presumes that the Buyer will accept delivery of the purchased items within fifteen (15) days following the anticipated delivery date (as may be extended by agreement of the parties), and the Buyer agrees to accept delivery within that timeframe. If the Buyer fails to take delivery within the fifteen (15) day period, the Seller reserves the right to charge the Buyer for storage at a rate of $8.00 per square foot per month, calculated daily, for each day beyond the fifteen (15) days that the Buyer fails to accept delivery. Plus, interest charged at the Seller’s standard rates to compensate the Seller for the use of its production floor space beyond the anticipated time periods due to the Buyer’s actions. If the Buyer makes all due payments at the contracted time of delivery, the Seller, at its discretion, may allow the Buyer to have delayed items shipped to a Seller-designated warehouse, whereby the Buyer will be charged for storage at a rate of $1.00 per square foot per month, calculated daily, for each day that shipping is delayed, plus all shipping, handling and interest charges at the Seller’s standard rates. (2) Unless otherwise agreed to by the Seller, the Seller will, at the Buyer’s expense, arrange for the transportation of the products from the manufacturing plant or warehouse designated by the Seller. The Buyer is responsible for obtaining all necessary import licenses in the destination country and all required permits for the completion of the transaction in a timely manner.
e. The Seller has the right to correct any clerical errors in any aspect of a proposal, purchase order, or contract.
5. Payment Terms
a. Payment must be made at the specified time and location, and in the specified currency, on the Seller’s invoice. Failure to make payment by the Buyer constitutes a waiver of the Buyer’s right to demand the Seller’s performance under the contract.
b. Interest will be charged at the higher rate of either 1.50% per month (18% per annum) or the maximum rate permitted by law until paid, for any account that becomes past due according to its payment terms.
c. If the Seller quotes or the Buyer’s order requires delivery and/or payment in installments, and the Seller accepts this in writing, the Seller has the right to suspend work or delivery until such payment is made if the Buyer fails to make any installment payment when due. If such default by the Buyer continues for more than fifteen (15) days after the due date, the Seller may cancel the contract at any time by written notice to the Buyer and shall be entitled to recover the delivered products which have not been fully paid for, in accordance with the Seller’s security interest granted in the following paragraph 6. If the Seller suspends work on the Buyer’s order due to the Buyer’s failure to make payment at the agreed time, any claim by the Buyer against the Seller for alleged delay in completing the work shall be barred.
d. All taxes, fees, costs, and other charges associated with the shipment, insurance during transport, and importation of the products are the responsibility of the Buyer, and, if paid by the Seller, such expenses may be reclaimed by the Seller from the Buyer.
e. The Buyer is responsible for all taxes applicable to this transaction except taxes levied on the Seller’s net income.
6. Seller's Security Interest
a. As a security measure for all new, existing, and future obligations of the Buyer to the Seller, the Buyer grants the Seller a security interest in all products received from the Seller that have not been fully paid for prior to delivery, including the proceeds thereof such as accounts receivable and cash payments. This security interest will terminate when the Seller receives full payment. The Buyer designates the Seller as its attorney-in-fact to execute and file all necessary documents on the Buyer’s behalf to file a lien against all products of the Seller delivered to the Buyer that have not been fully paid for.
b. As long as the security interest granted to the Seller continues to exist, the Buyer may not sell the products except in the ordinary course of its business, and any and all payments the Buyer may receive from resale are assigned to the Seller as a security for payment of all sums due to the Seller. The Buyer agrees to hold in trust so much thereof as may be necessary to pay all sums due to the Seller. The Seller, upon written request, will release such part of the security as exceeds one hundred twenty (120) percent of the outstanding amounts owed to the Seller, in the Seller’s opinion. The Buyer must notify the Seller immediately by registered letter if any third parties should attach, or cause the attachment of, the products sold by the Seller with retention of title. The Buyer shall be liable for any legal expenses incurred by the Seller to protect its rights hereunder.
7. Risk of Loss
The risk of loss or damage to the products shall pass from the Seller to the Buyer upon delivery thereof to the Buyer or his representative, or to a carrier for shipment to the Buyer, as applicable, F.O.B. at the manufacturing plant or warehouse designated by the Seller.
8. Entire Agreement, Amendment
These Standard Terms, along with the Seller’s proposal, constitute the final, complete, and exclusive agreement between the parties regarding the subject matter. Such agreement may only be amended or modified by an amended purchase order, a change order, or other written document signed by authorized representatives of both parties.
9. Cancellation Charges
a. If the Buyer indicates a refusal to accept delivery, wrongfully fails to accept delivery, or wrongfully revokes acceptance of ordered products (“Breach”), without limiting other remedies available to the Seller, the Buyer will owe the Seller cancellation charges as invoiced by the Seller. These charges will be equal to:
A restocking charge of 25% on all stock items returned to the Seller in their original packaging and undamaged.
The Seller’s full cost for all material, equipment, and labor charges at standard rates for design, engineering, assembly, and/or manufacturing spent on the Buyer’s order, excluding those items returned for credit under the first point.
The Seller’s full cost of purchased services or products from third-party vendors (including cancellation charges thereof) concerning the Buyer’s order.
An amount equal to 25% of the sums determined under the second and third points as liquidated damages for the Buyer’s Breach to cover the Seller’s reasonable loss arising therefrom.
b. All items paid for by the Buyer, excluding those items returned for credit under the first point, will be transferred to the Buyer “as is, where is.”
c. In the event the Buyer causes unreasonable delays or otherwise unreasonably hampers or interrupts the Seller’s manufacturing, shipment, or installation of products, the Seller may terminate the sales contract, and the Buyer will be liable to pay the Seller the applicable cancellation charges set forth above.
10. Governing Law
The validity, construction, interpretation of all documents relating to this sale, and rights and duties of the parties shall be governed by the laws of the State of Florida, United States of America.
11. Mediation / Arbitration
Any controversy arising out of the interpretation and/or performance of this contract, excluding the Buyer’s nonpayment of the sums due to the Seller, shall first be submitted to mediation in Sarasota, FL, with a single mediator acceptable to both parties. If the dispute subject to mediation is not resolved by mediation, it shall then be submitted to arbitration in Sarasota, FL, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted before three (3) arbitrators unless the parties mutually agree in writing to a lesser number.
12. Affirmative Action
This contractor and subcontractor will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Furthermore, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, or disability.
a. The Seller’s failure to enforce any of the rights derived from its agreement with the Buyer shall never be construed as a waiver of any of the Seller’s rights.
b. If any competent authority invalidates one or more of the clauses of these Standard Terms, it shall not affect the validity of the other clauses, which are considered severable for this purpose.
c. Accepting an order from the Buyer for products bearing any registered Seller trademark does not grant the Buyer the right to use such marks in advertising its products. All advertising materials incorporating such marks in any manner must receive approval by the Seller in writing before being released to the public.
d. The Seller ships collaborative operation robots capable of “Power Force Limiting Mode” in a safe state, with a unique password (the “safe state”). When operated in “Power Force Limiting Mode,” the safe state ensures the Seller’s robots comply with the maximum limits for speed and force as specified in ISO 10218-1, ISO/TS 15066, and any other applicable safety standards. The Buyer acknowledges that any changes to the safe state may cause the robot to exceed the aforementioned safety standards. Therefore, the Seller is not liable for any damage or injury caused by the operation of the robot outside of the safe state, and the Buyer shall indemnify and hold harmless the Seller from all such claims.
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