Terms & Conditions
Effective on May 1st, 2024
These standard terms and conditions (these “Terms and Conditions”) govern the sale of goods and/or materials and/or the provision of any services (“Goods and/or Services”) by Green Records Technology, dba “Good Neighbor” (“Seller”) to the person or business entity buying such Goods and/or Services (“Buyer”). These Terms and Conditions are incorporated into each and every purchase order received from Buyer which may establish in addition to these Terms and Conditions essential commercial terms not in conflict with these Terms and Conditions. In the event of any conflicting provisions in any purchase order or any other document received from Buyer, these Terms and Conditions shall control and Seller shall proceed with the sale under the assumption that these Terms and Conditions are the sole terms and conditions binding on the parties.
1. NO MODIFICATIONS/ ENTIRE AGREEMENT.
SELLER HEREBY REJECTS ANY TERMS OR CONDITIONS WHICH ATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OR OTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITION CONTAINED HEREIN, AND BUYER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS, SUCH SHALL NOT BE BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN A SEPARATE WRITTEN INSTRUMENT SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE. BUYER AND SELLER AGREE THAT THESE TERMS AND CONDITIONS, AS MAY BE SUBSEQUENTLY MODIFIED BY SELLER FROM TIME TO TIME, ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE COMPLETE AND FINAL EXPRESSION OF THE TERMS AND CONDITIONS GOVERNING TRANSACTIONS BETWEEN THEM, AND FURTHER AGREE THAT THERE SHALL BE NO “BATTLE OF THE FORMS” AS DESCRIBED IN SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE.
2. PRICE.
All prices are Ex-Works Seller’s facilities, or F.O.B Sellers facilities. The purchase price of any Goods and/or Services sold and/or provided shall be as stated on the applicable Seller dated quotation, order acknowledgment or accepted purchase order, and are subject to charges, including returns or reshipments. The Seller may upon prior notice to Buyer assess a surcharge on the sale of any Goods and/or Services and/or without prior notice choose to pass along any price increase in Seller’s cost of the subject Goods and/or Services or surcharge imposed on Seller by its supplier(s), including, but not limited to, any such surcharge predicated upon an increase in the cost of raw materials or energy, all after the date of the applicable Seller order acknowledgment or accepted purchase order. Please note that you may pay for your order by Visa or MasterCard; however security fees instituted by Visa and MasterCard have dramatically increased the cost of accepting credit cards. All listed prices reflect a 4% cash discount. Credit card payments do not qualify for this cash discount. Please add 4% to all credit card orders.
3. DELIVERY AND PERFORMANCE.
An advance deposit of 50% is required to secure services. The remaining balance will be due on completion and before the shipping of any products. PROJECTS WILL NOT BE ADDED TO THE PRODUCTION QUEUE UNTIL 50% DEPOIT IS PAID. Partial delivery of an order can only be made if the entire order is paid. Customers are advised that orders are considered complete with ten perfect (10%) overs or unders and will be billed accordingly. The Buyer must accept delivery and pay for the overcharge, if any. Unders will be given credit. Unless specifically agreed to by Seller in a separate signed writing, Seller does not guarantee any certain date of delivery and Seller shall not be liable to Buyer for any losses, costs, damages, charges or expenses incurred by Buyer or any other person or entity arising directly or indirectly out of a failure to deliver on any particular date, nor will any delay entitle Buyer to terminate or rescind its purchase unless such delay exceeds sixty (60) days. Seller reserves the right to defer delivery, to cancel the order or reduce the volume of Goods and/or Services delivered, all without liability of any kind whatsoever to Buyer, if Seller is prevented from or delayed in the carrying on of its business due to causes beyond Seller’s control, including, without limitation, strikes, lockouts or other labor difficulties, floods, fires, earthquakes, hurricanes or other unusually severe weather conditions, embargoes, war or other outbreak of hostilities, acts of terrorism, acts of God, acts of Buyer, pandemics, market shortages, unavailability of Goods and/or Services or necessary materials, supplies or transportation services, any shift in raw material costs that prohibit or materially reduce the supply of Goods and/or Services or necessary materials or supplies from Seller’s suppliers, inability to obtain shipping space, machinery breakdowns, delays of carriers or suppliers, governmental acts and regulations or other contingency the non-occurrence of which was a basic assumption on which the purchase order was accepted. In such a case, Seller shall have no obligation to purchase substitute goods or make other substitute arrangements in order to complete delivery to Buyer or to ship substitute goods from any other facility.
Buyer’s right, under the Uniform Commercial Code (the “UCC”), to reject due to delay in delivery is waived unless notice thereof is presented to Seller in writing within five (5) days after delivery.
4. WARRANTY; DISCLAIMER.
As Seller's sole warranty, Seller warrants that the goods meet the description contained herein. Seller agrees to replace or, at its option, to repair any goods or parts thereof which are found defective in material or workmanship within 30 days from date of delivery. Seller's obligation with respect to such goods or parts shall be limited to replacement or repair F.O.B. Charlotte, North Carolina, and in no event shall Seller be liable for consequential or special damages, or for transportation or other expenses, which may arise in connection with such goods or parts. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS. AND NO WAIVER, ALTERATION, OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF SELLER.
5. LIMITATION OF SELLER’S LIABILITY.
IN NO EVENT SHALL SELLER’S LIABILITY, REGARDLESS OF THE CAUSE THEREOF, EXTEND BEYOND REPLACEMENT OR REPAIR OF GOODS AND/OR SERVICES OR GIVING BUYER CREDIT FOR THE PURCHASE PRICE OF GOODS AND/OR SERVICES SOLD , EITHER AT SELLER’S ELECTION, NOR SHALL SELLER HAVE ANY LIABILITY FOR LOSS OF TIME, LOST PROFITS, LOST DATA, COST OF LABOR EXPENDED, OR FOR ANY SEPARATE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES RESULTING FROM REJECTION OF FINISHED PARTS BY BUYER OR BUYER’S CUSTOMER(S).
6. INDEMNITY.
To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or in part, that the Goods and/or Services as manufactured by Seller in accordance with product specifications, graphic files, audio files, materials or other information provided by Buyer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto and/or (iii) be adequate for any use to which the Goods and/or Services are put after shipment by Seller to Buyer, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.
7. PATENT INFRINGEMENT OR TRADE SECRET VIOLATION CLAIMS.
Buyer expressly warrants to Seller that Goods and/or Services manufactured or sold by Seller to Buyer in accordance with the product specifications, graphic images, music files, materials or other information provided by Buyer shall not infringe upon any valid copyright, or trademark, or knowingly violate any trade secret or other proprietary right of any third part. Buyer warrants to Seller that Buyer owns or has permission to use the copy-rights and/or trademark or “Trade Dress” to these materials and that each of those materials is free of: (i) any defamation, (ii) invasion of privacy, (iii) copyright infringement, (iv) trademark or “trade dress” infringement. To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or part, that the Goods and/or Services as manufactured by Seller in accordance with graphic images, music files, materials or other information provided by Buyer or the sale thereof infringes any patent, copyright or trademark or knowingly violates any trade secret or other proprietary right of any third party, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.
8. SHIPPING.
Buyer is responsible for shipping production parts, such as plates, to and from Seller. Method of route and shipment of finished Goods and/or Services are at Seller’s discretion, unless the Buyer supplies explicit instructions. All shipments are made at Buyer’s risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier. Except as otherwise provided herein, Seller shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges. If such charges are by the terms of sale included (whether in the price itself or as a separate line item), any increase in rates, including, but not limited to, any increase in applicable fuel surcharges, whether assessed by Seller or passed along by Seller to Buyer from a third party carrier, becoming effective prior to the shipment date of the Goods and/or Services ordered, shall be the responsibility of Buyer.
9. TAXES, DUTIES, BROKERAGE AND OTHER FEES.
Prices on specific products are exclusive of all city, state and federal sales or excise taxes. When applicable, in addition to the agreed purchase price for Goods and/or Services, Buyer shall pay to Seller any and all applicable taxes imposed by any present or future law on the sale, manufacture, delivery, use and/or other handling of Goods and/or Services, whether such taxes are characterized as goods and services tax, sales tax, use tax, excise tax, value added tax, business transfer tax or otherwise (collectively, “Taxes”), but excluding income taxes normally paid by Seller, and all other reasonable charges for ancillary services and costs such as forming, galvanizing and other services, including, but not limited to, special packaging and the cost of performing any tests or inspections required by Buyer which are not regularly performed by Seller. Also, when shipping is ExWorks or F.O.B. shipping point (as defined by Incoterms 2000) from a non-United States’ locale, the price quoted shall not include any applicable duties or brokerage fees. In such a case, Buyer shall pay to Seller’s designated customs broker or Buyer’s own custom broker, as applicable, any and all such brokerage fees, surcharges, customs, duties and Taxes (collectively, “Brokerage Fees”), and, to the fullest extent permitted by law, Buyer agrees, at Buyer’s sole cost and expense, to indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees for any such unpaid Brokerage Fees, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.
10. FINANCIAL RESPONSIBILITY.
Reasonable doubt on the part of Seller concerning the financial responsibility of Buyer (including, but not limited to, Buyer’s failure to pay on the net due date for Goods and/or Services) shall entitle Seller to stop operation/production, decline shipment, or stop any Goods and/or Services in transit without any liability whatsoever to Buyer, until such time as the Goods and/or Services have been paid for or until Seller is furnished reasonably satisfactory proof of Buyer’s financial responsibility, as determined in Seller’s sole and absolute discretion. If Seller suspends performance and later proceeds with fulfillment of such order, Seller shall be entitled to such extension of time for performance as is necessitated by the suspension. If Seller has agreed with Buyer to accept payment for any shipment by credit card, such credit card shall be charged at the time of sale upon Buyer’s confirmation that such shipment is to be paid for in such manner.
11. TITLE.
Notwithstanding delivery and passing of risk, Goods and/or Services sold by Seller to Buyer shall remain the property of Seller until Buyer has paid to Seller the agreed purchase price therefor (together with any accrued interest) and no other sums whatsoever are due from Buyer to Seller therefor.
12. PURCHASE MONEY SECURITY INTEREST (“PMSI”).
In accordance with the UCC, Buyer hereby grants, and Seller hereby retains, a PMSI in all Goods and/or Services sold by Seller to Buyer, along with any products into which such Goods and/or Services are converted or included by Buyer and the proceeds of sale or other transfer by Buyer of any and all said products or of the Goods and/or Services themselves, until such time as Seller is fully paid all amounts owing by Buyer for such Goods and/or Services, at which time said PMSI shall be immediately released. In the event Seller is not timely paid for any Goods and/or Services, in addition to any other rights to which Seller may be entitled hereunder or at law or equity, Seller shall have all rights granted under the UCC in regard to enforcement of its PMSI. Seller reserves the right to, and Buyer acknowledges and agrees that Seller may, notify any of Buyer’s secured creditors of Seller’s PMSI. Buyer also authorizes Seller to file with appropriate authorities financing statement(s) and/or other documents deemed necessary by Seller to give notice of Seller’s PMSI. Buyer shall take all reasonable steps and cooperate with Seller in perfecting Seller’s PMSI.
13. TERMINATION.
If, at any time, (i) Buyer fails to pay to Seller any amount in full when due, or otherwise fails to perform any other obligation owed to Seller; (ii) Buyer becomes insolvent or makes an assignment for the benefit of creditors or is adjudged bankrupt or a receiver or trustee of Buyer’s property is appointed; or (iii) a levy, execution or attachment is made of any material portion of Buyer’s property, Seller may, in its sole and absolute discretion, terminate the contract with Buyer for the purchase and sale of Goods and/or Services as created hereby and refuse to make further deliveries and/or repossess any Goods and/or Services for which Seller has not been paid in full (in cash or cleared funds) or continue to perform but refuse to make any shipments except upon the receipt of payment in full (in cash or cleared funds) prior to shipment. All amounts payable to Seller are due immediately upon termination pursuant to this Section 19 despite any other provision to the contrary herein.
14. CONTROLLING LAW.
This contract is made under and shall be governed and construed in accordance with the laws of the State of Delaware.
Any controversy or claim arising out of or relating to this quotation or to an order or the performance or breach thereof shall be settled by arbitration in Dover, Delaware in accordance with the rules and procedure then obtaining of the American Arbitration Association.
15. WAIVER.
Neither any failure nor any delay on the part of Seller in exercising any rights hereunder shall operate as a waiver of any of Seller’s rights. Any waiver by Seller of any breach of, or any default under, any provision of these Terms and Conditions by Buyer will not be deemed a waiver of any subsequent breach or default. All rights and remedies granted herein are in addition to all remedies available at law or in equity.
16. PAYMENT TERMS AND DISCOUNT.
GRT retains the lien on all products until full payment is made or any outstanding accounts have been settled. In the event of an outstanding balance the customer gives GRT authorization to charge any credit card held on file for the full amount of balance due. Issuance of credit to Buyer by Seller shall be in Seller’s sole and absolute discretion. If credit is extended to Buyer, standard payment terms shall be net thirty (30) days, unless otherwise stated in a separate writing signed by an authorized agent of Seller. Time shall be of the essence in payment. No payment shall be deemed to have been received until Seller has received cleared funds.
17. EXPORT.
If Buyer exports the Goods and/or Services outside of the United States, Buyer agrees to comply with all relevant laws and regulations, including, but not limited to, those of the United States Department of Commerce and the United States Export Administration Act, so as to ensure that the Goods and/or Services are not exported in violation of any applicable law or regulation.
18. NOTICES
All notices under this agreement will be deemed delivered on the date sent by: (i) personal service, (ii) registered or certified mail, return receipt requested, (iii) receipted commercial courier, or (iv) fax acknowledged by recipient, to the other party at the address of their corporate office headquarters.
19. ATTORNEYS FEES
In any dispute, litigation, arbitration or other legal proceedings between the parties arising out of this agreement, the Buyer agrees to pay for all reasonable attorneys’ fees, reasonable expenses and related litigation or arbitration costs (if any) incurred by Seller.
20. ASSIGNMENT.
Buyer may not assign its rights or obligations hereunder (whether voluntarily, involuntarily, by operation of law, transfer of majority or controlling interest or otherwise) without the prior written consent of Seller. These Terms and Conditions shall be binding upon Buyer and its successors and permitted assigns.
21. SEVERABILITY.
If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions, and the remaining Sections shall continue in full force and effect.
22. EXCLUSIVE AGREEMENT.
The contract by and between Buyer and Seller for the purchase and sale of Goods and/or Services created hereby constitutes the entire agreement by and between Buyer and Seller with regard to the subject matter hereof and shall exclusively determine the rights and obligations of Buyer and Seller with regard to the purchase and sale of Goods and/or Services, any prior course of dealing, custom or usage of trade or course of performance notwithstanding, and may not be modified by Buyer except in separate writing signed by an authorized agent of Seller.
23. TERMINATION
Seller shall be entitled to terminated this agreement by notice in writing to the Seller and may suspended further performance of its services n the event that the Buyer shall have committed or permitted any material breach of its obligations under this agreement, or if any action is taken in relation to bankruptcy or winding up of the Buyer or its business.
24. FOREIGN CORRUPT PRACTICES ACT.
Seller, in connection with the sale of Goods and/or Services to Buyer hereunder, and Buyer, while acknowledging that it is an independent contractor from Seller, in connection with any purchase order, the purchase of Goods and/or Services hereunder and the resale of such, agree to comply with the United States’ Foreign Corrupt Practices Act, as amended from time to time (the “FCPA”), by not paying, offering or agreeing to pay, authorizing the giving of, or causing to be paid, directly or indirectly, any money or other thing of value to any foreign official (as defined in the FCPA) to obtain or retain business or influence such foreign official in the performance of his or her duties.