Terms & Conditions

These Purchase Order–Master Terms and Conditions (“Ts&Cs”) apply to each purchase order (“PO”) of Geremarie Corporation (“Buyer”) to a supplier (“Seller”). SELLER, BY FULFILLING BUYER’S PO, ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE Ts&Cs AND AGREES THAT BUYER’S PO WILL BE GOVERNED BY THESE Ts&Cs.

GENERAL

Any PO between Buyer and Seller is placed subject to these Ts&Cs (and subject to any additional warranty agreement between the parties, if applicable). Buyer may specify additional terms regarding a particular PO in such PO. Any different terms proposed by Seller will not be binding unless Buyer agrees to them in writing. Seller will be bound by the terms of Buyer’s PO when it accepts the PO. The terms in Buyer’s PO shall NOT prevail over any contrary or inconsistent terms of Seller.

PRICE

Seller shall furnish the goods and services at the prices stated in the PO. The prices can only be changed by an amendment to that PO. If the PO is placed on an open price basis, then the prices shall not be higher than Seller’s lowest prevailing prices on the date of that PO for similar goods or services in comparable quantities.

CANCELLATIONS

Due to the nature of the products that are produced by Geremarie Corporation, a Customer Entity which has placed a Purchase Order for Products which has been accepted by Supplier may not cancel such Purchase Order. Products ordered are engineered and built to specification, therefore, once the PO is acknowledged by Geremarie Corporation, no cancellations will be accepted. The terms in Buyer’s PO shall not prevail over any contrary or inconsistent terms of Seller.  In addition, Customer may not cancel any orders for prototypes, pre-production pilot orders, or one-time orders for products unless otherwise agreed to in writing by Geremarie Corporation.

ASSIGNMENT

Seller may not assign a PO without the prior written consent of Buyer, except that claims for monies due or to become due may be assigned by Seller, provided Seller supplies Buyer promptly with a copy of any such assignment. Payment to an assignee will be subject to set off or recoupment against any current or future claim(s) which Buyer may have against Seller. Buyer reserves the right to make direct settlements or adjustments in price with Seller without notice to any assignee. A provision setting forth these rights of Buyer shall be included in any assignment by Seller.

SUBCONTRACTS

Except for goods proprietary to Seller, none of the work to be performed pursuant to a PO may be subcontracted without Buyer’s prior written consent. However, Seller’s obtaining parts and materials normally purchased by Seller shall not be construed as a subcontract.

FACILITIES, SPECIAL TOOLS AND EQUIPMENT

Seller shall procure all facilities necessary for the timely performance of a PO. Except as provided in Section 6, all special tools and equipment shall be furnished by, and at the sole expense of, Seller and shall be kept in good condition for follow-on orders, and when necessary, shall be replaced by Seller without expense to Buyer.

BUYER’S PROPERTY AND INSURANCE

(a) All materials and all special tools and equipment furnished by Buyer to Seller shall remain Buyer’s property. In addition, all special tools and equipment either: (i) identified as a reimbursable item in the PO; or (ii) specifically acquired for performance of a PO, with the cost being fully amortized or otherwise recovered in the price of the goods to be delivered, shall upon such payment become Buyer’s property. All of Buyer’s property shall be: (i) used only in filling orders for Buyer; (ii) kept segregated and clearly marked as Buyer’s property; (iii) maintained in good condition (allowing for normal wear and tear); and (iv) surrendered to Buyer upon demand. Seller shall not be responsible for replacing bailed materials satisfactorily accounted for in the manufacturing process. (b) While Buyer-owned property is in Seller’s possession or control, Seller will be responsible for all loss or damage to it and will, at its sole expense, maintain extended insurance coverage in an amount sufficient to cover the replacement cost of it.

PACKAGING AND SHIPPING

Seller will pack all goods for shipment to Buyer so as to secure safe delivery and ship them at the lowest transportation rates to minimize costs, unless otherwise stated in the PO. No charge will be allowed for packing, crating or carriage unless stated in the PO. Each container must be marked to show Buyer’s order number and contain a packing sheet showing Buyer’s order number, Buyer’s part number and a full product description of each item, unless other instructions are provided by Buyer. Seller will insure the declared value on any shipment that is F.O.B. Origin. Seller will honor all routing instructions, which may be indicated on the PO, on file with Seller or communicated verbally by Buyer.

INVOICES

Individual invoices referencing Buyer’s order number, Buyer’s part number, a full product description of each item and a due date must be issued for each shipment applying against a PO. The invoice due date for any goods shipped ahead of schedule will not be until the date specified for their delivery. Freight and other charges must be shown on the invoice.

PURCHASED PRODUCT RETURN POLICY (RMA)

Supplier nonconforming and returned/debited product will not be stored by Geremarie. If you do not choose to have said product discarded by Geremarie, it will be available for pickup for 5 business days from the date of Return Material Authorization (RMA) notification. If you choose to have Geremarie discard the product, the scrap value will be absorbed to partially offset the processing cost of administration, handling and storage.

WARRANTY (OEM)

Purchaser and Supplier acknowledge that Products purchased by Purchaser and sold by Supplier may incorporate parts supplied by others. Subject to the limitations expressed herein, Supplier warrants that all Products (and any parts) sold by Supplier shall (i) be free from defects in design, material, and workmanship, (ii) conform to the Specifications, (iii) be fit and sufficient for the purpose(s) for which they were purchased, (iv) be new and merchantable, (v) be produced and shipped in compliance with the requirements of all applicable laws, regulations and industry standards, and (vi) not violate any third party’s intellectual property rights. Supplier shall warrant workmanship of Products for a one year period commencing on the date of sale to Purchaser. Said limited warranties shall not apply to any incorporated part supplied by others, and such parts shall be subject to original warranties issued by the supplier of such parts.

Supplier shall promptly (and in all cases at least within thirty (30) business days after Purchaser’s request) replace or issue credit for any agreed upon non-conforming or defective Products.

Supplier shall cooperate with Purchaser (or Purchaser’s dealers or agents or such dealer’s retail customers) in resolving all customer or dealer warranty claims and service requests. Purchaser (or Purchaser’s dealers or agents) shall repair or provide acceptable replacement parts to resolve customer or dealer warranty claims and service requests. Purchaser shall submit a request for credit or request for material return to the Supplier for costs incurred in resolution of a customer or dealer warranty claim or service request involving Supplier’s defective part or service. The Supplier will provide a Return Material Authorization (RMA) for all requests and provide a resolution. The parties shall cooperate and use their best efforts to resolve any disputes.

Terms & Conditions – Sales Orders

These Sales Order–Master Terms and Conditions (“Ts&Cs”) apply to each sales order (“SO”) of Geremarie Corporation (“Seller”) to a Customer (“Buyer”). BUYER, BY REQUESTING SO, ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE Ts&Cs AND AGREES THAT SELLERS SO WILL BE GOVERNED BY THESE Ts&Cs.

SOLD PRODUCT RETURN POLICY (RMA)

If Purchaser identifies a discrepancy in shipment, the Purchaser shall notify the Supplier within 48 hours of receipt.  The Purchaser will confirm product conformity within 30 days of receipt and prior to installation or further processing.  Should nonconformance be identified, the Purchaser shall notify the Supplier (Geremarie) within 24 hours of discovery and request a Return Material Authorization (RMA) request for product to be returned to the Supplier for evaluation.  The Supplier requests that pictures of packaging, labels and nonconformance be provided at the time of RMA request.  Product must be returned to the Supplier for root cause analysis.  The Supplier will provide a response to RMA Request(s) within 48 hours.  Based on the assessment of the returned product, the Supplier will repair and return, process for credit or discard the item(s).

RETAIL / ECOMMERCE SALES RETURN POLICY – DISCLAIMER OF WARRANTY

Unless expressly written in the sales agreement between the YOU (Customer) and ME (OEM Manufacturer), the product listed is being sold in an “AS IS / AS SHOWN” manner, no refunds, no returns, no exchanges. You, the Customer, is taking the entire risk as to the quality, performance, fit and function of the product. You, the Customer understands that the OEM Manufacturer expressly disclaims all warranties, either expressed or implied, including any implied warranty of the merchantability or fitness for particular purpose, and that YOU neither assume nor authorize any other person to assume for YOU any liability in connection with the sale of the product. If further assistance is needed, it is requested that you contact your local Dealer.