PELICAN INDUSTRIAL, INC.
GENERAL TERMS AND CONDITIONS OF SALE
1 – GENERAL
This Contract (“Contract”) constitutes the entire agreement between Pelican Industrial, Inc. and Customer relating to the provision of products or services, including parts (collectively, the “Deliverable(s)”) supplied by Pelican Industrial, Inc.
This Contract supersedes all other correspondence, quotations or agreements relating to the subject matter hereof, and shall govern and apply to the supply of Deliverable(s) to Customer, regardless of any terms and conditions appearing on any purchase order or other forms submitted by Customer or the inconsistency of any terms therein and herein (which additional or inconsistent terms and conditions are expressly rejected).
Signature or other authorization by Customer to furnish any Deliverable will constitute acceptance of these terms and conditions.
2 – PRICE AND PAYMENTS
Prices are those in effect at the time of order. Unless otherwise specified on the front page, all prices are Pelican Industrial, Inc., Houston, TX facility.
Prices exclude freight, insurance, duties, handling charges and taxes. All additional charges will be invoiced as a separate charge to be paid for by Customer.
Unless otherwise specified in writing by Pelican Industrial, Inc., payment terms are as indicated on invoices from the date of Pelican Industrial, Inc.’s invoice unless the Customer is on a COD basis.
In the event of late payment, Customer shall be responsible for late charges calculated at the lower of one percent (1%) per month or the highest rate permitted by law.
Pelican Industrial, Inc. may, at its option, refuse to provide any Deliverables to Customer if the financial condition of Customer becomes impaired or is unsatisfactory in the discretion of Pelican Industrial, Inc., or if Customer is delinquent in the payment of any account to Pelican Industrial, Inc.
TRAINING PRICING, PAYMENTS AND CANCELLATIONS
Customer must provide Pelican Industrial, Inc. seven (7) days’ advanced written notice of training cancellation or full fee will be charged for all registered students.
If less than 7 days’ cancellation notice is provided to Pelican Industrial, Inc., including on-site cancellation, then customer will be charged in full and attendance may be rescheduled within six (6) months of original scheduled date.
Additionally, any on-site expenses incurred by Pelican Industrial, Inc. due to cancellation will be charged to customer.
Pelican Industrial, Inc. reserves the right to cancel any class at any time and is not responsible for non-refundable travel arrangements.
3 – DELAYS AND FORCE MAJEURE
Pelican Industrial, Inc.’s obligations are subject to, and Pelican Industrial, Inc. shall not be held responsible for, any delay or failure to perform due to circumstances beyond the reasonable control of Pelican Industrial, Inc., including, but not limited to, acts of Customer, prerequisite work by others, natural disasters or acts of God, acts of war or terror, labor disturbances, delays in transportation, or inability or delay in obtaining suitable Deliverable(s).
In the event of any such occurrence, Pelican Industrial, Inc., at its option, shall be excused from performance hereunder or the performance of Pelican Industrial, Inc. shall be correspondingly extended.
In the event Pelican Industrial, Inc. is delayed by acts or omissions of Customer or by prerequisite work by contractors or suppliers of Customer, Pelican Industrial, Inc. shall be entitled to an equitable price adjustment in addition to extension of the time of performance.
4 – TERMINATION
Pelican Industrial, Inc. may, in its sole discretion, terminate at any time all or any portion of this Contract upon written notice to Customer, with or without cause.
- Fail to pay any sums due to Pelican Industrial, Inc. under this Contract or otherwise.
- Otherwise breach this Contract or any other obligation owing to Pelican Industrial, Inc.
Customer may not terminate this Contract without the prior written consent of Pelican Industrial, Inc.
Within ten (10) days after the effective date of the termination of this Contract for any reason, Customer shall pay Pelican Industrial, Inc., the entire amount of any unpaid balance, which is due for this Contract or in connection with any and all Deliverable(s) provided by Pelican Industrial, Inc. hereunder.
All Deliverable(s) provided after termination shall be billed at the regular rates of Pelican Industrial, Inc.
5 – CHOICE OF LAW AND ARBITRATION
(A) GOVERNING LAW
This Contract and the relationship of the parties hereto shall be deemed to have been made in and governed by the laws of the State of Texas, without regard to its choice-of-law provisions.
The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Contract.
All rights and remedies available to Pelican Industrial, Inc. under law, equity and herein are reserved to Pelican Industrial, Inc. as cumulative.
Except as provided in subparagraph (B), all controversies or claims arising out of this Contract and/or the relationship of the parties shall be resolved exclusively by arbitration in Houston, TX.
(B) EQUITABLE RELIEF
Notwithstanding the foregoing, Pelican Industrial, Inc. reserves the right to seek equitable, including injunctive relief, or sue to collect any unpaid account balance, in any court of competent jurisdiction.
6 – DELIVERY / SCHEDULE
All delivery and service dates are estimates only and based upon the prompt receipt of all necessary information from Customer.
Unless otherwise instructed, Pelican Industrial, Inc. will ship goods to Customer via United Parcel Service (UPS) Ground delivery or similar carrier.
Unless otherwise agreed in writing by Pelican Industrial, Inc. in a service contract or warranty, Customer is responsible for payment of delivery costs, including any costs for expedited delivery.
Other portions of the Deliverables may be created or provided at Customer’s facility.
In no event shall Pelican Industrial, Inc. be responsible or liable for any delays, including any special, incidental or consequential damages or “down time”.
7 – EXPORT AND USE RESTRICTIONS
If Customer intends to, or shall, export (or re-export), directly or indirectly, any portion of the Deliverable(s) or technical information relating thereto, it is the responsibility of Customer to assure compliance with United States and other export control laws and regulations.
The Deliverable(s) to be provided hereunder are not intended for use in any weapons of mass destruction production or other activity where failure or use of the Deliverable(s) could lead directly to death, personal injury or severe physical or environmental damage.
If so used, Pelican Industrial, Inc. disclaims all liability for any damages arising as a result of the hazardous nature of the business in question.
8 – SALES AND SIMILAR TAXES
In addition to any price specified herein, Customer shall pay, or reimburse Pelican Industrial, Inc. for, the gross amount of any present or future sales, use, excise, income, value-added or other similar tax applicable to the price, sale, furnishing or use of any Deliverable(s).
Customer is also responsible for all costs of importation, including without limitation tariffs, duties and the like.
9 – ACCEPTANCE, RETURNS AND EXCHANGE CREDITS
All orders for Deliverable(s) are subject to acceptance by Pelican Industrial, Inc. at Houston, Texas.
Customer shall not return any Deliverable(s) actually delivered to Customer without the consent of and receipt of a Return Material Authorization Number from Pelican Industrial, Inc.
Items returned for credit (other than exchanges), are subject to a 20% restocking fee based on List Price.
Pelican Industrial, Inc. will provide an exchange credit to Customers who return an exchangeable part that is replaced with a part purchased from Pelican Industrial, Inc.
10 – DISCLAIMER OF WARRANTY
Except as otherwise agreed to by Pelican Industrial, Inc. in writing, all Deliverable(s) are provided on an “AS IS” basis only, not subject to any warranty or condition whatsoever including but not limited to any implied warranty of merchantability, fitness for any particular purpose, or non-infringement.
Pelican Industrial, Inc. makes no warranty for the selection or compatibility of any CNC, servo or other hardware or software.
The maximum liability of Pelican Industrial, Inc. with respect to any assertion that any Deliverable(s) are defective or non-conforming shall be limited to repair, replacement, or return of the contract price paid.
11 – LIMITATION OF LIABILITY
In no event shall Pelican Industrial, Inc. be liable for any indirect, special, incidental or consequential damages, including loss of revenue, profits, business interruption, increased operating costs, or damages claimed by Customer’s customers.
No claim arising out of any claimed breach or relating to the Deliverable(s) may be brought by Customer more than one (1) year after the date on which the events giving rise to such claim occurs.
12 – INDEMNITY
Customer shall indemnify, hold harmless and defend Pelican Industrial, Inc. and its officers, directors, employees and agents from and against all claims, losses, damages, penalties, injuries, and costs arising from or related to the acts or omissions of Customer or its employees or agents.
13 – TESTING AND SUPPORT
The conditions of any tests, including specification or acceptance testing, shall be mutually agreed upon in writing and Pelican Industrial, Inc. shall be notified of, and reserves the right to be present or represented at, all tests that may be conducted.
No remedy or warranty shall apply to failures caused by products or services not supplied by Pelican Industrial, Inc. under this Contract.