These terms and conditions of sale (“Terms”) apply to all quotations, sales, and deliveries of goods and services provided by Gemba Automation, LLC (“Seller”) to the buyer named on the Order Confirmation (as defined below) (“Buyer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, if any, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Order Confirmation by Buyer is a prerequisite to the purchase of the goods and shall operate as an acceptance of these Terms which are expressly incorporated into the Order Confirmation.
1. Role of Seller
Seller acts as a sourcing, coordination, and program management provider. Seller does not manufacture goods unless expressly stated in writing. Manufacturing, processing, and inspection services are performed by third-party suppliers.
2. Quotations & Orders
All quotations are valid for thirty (30) days unless otherwise stated. Orders are subject to Seller’s written acceptance. Buyer is responsible for ensuring that all drawings, specifications, and requirements are complete and accurate.
3. Conformance
Seller will use commercially reasonable efforts to ensure goods conform to Buyer’s specifications. Seller relies on certifications and representations provided by its suppliers. Seller does not independently warrant manufacturing processes unless expressly agreed in writing.
4. Inspection & Acceptance
Buyer shall inspect the goods promptly upon receipt. Claims for Nonconforming Goods (defined below) must be submitted in writing within ten (10) days after delivery. Failure of Buyer to provide timely notice constitutes acceptance of the goods. Buyer shall comply with all applicable laws, rules, and regulations, including export control, anti-bribery, and anti-corruption laws, in connection with the purchase and use of goods.
5. Nonconforming Goods
Seller’s sole obligation for Nonconforming Goods shall be, at Seller’s option, repair, replacement, or refund of the purchase price of the affected goods. This shall be Buyer’s exclusive remedy. For the avoidance of doubt, “Nonconforming Goods” means only the following: (i) the product shipped is different than what is identified in the Order Confirmation; or (ii) the product’s label or packaging incorrectly identifies its contents.
6. Delivery
Delivery dates are estimates unless expressly stated otherwise. Seller shall not be liable for delays caused by suppliers, logistics providers, customs, force majeure, or events beyond Seller’s reasonable control.
7. Pricing & Payment
Prices are exclusive of taxes, duties, tariffs, customs fees, and shipping unless stated otherwise. Buyer shall pay Seller all invoiced amounts due within 30 days after the date of Seller’s invoice. . Late payments may accrue interest at the maximum rate permitted by law. Title to and risk of loss for goods shall pass to Buyer only upon full payment and delivery. Until payment is received from Buyer in full, Seller retains a security interest in the goods and may repossess them in the event of non-payment.
8. Limitation of Liability
Seller’s total liability arising from any sale shall not exceed the amount paid by Buyer for the goods giving rise to the claim. In no event shall Seller be liable for consequential, incidental, indirect, or special damages, including lost profits or production downtime.
9. Warranties
Seller disclaims all warranties except as expressly stated herein. Seller makes no implied warranties of merchantability or fitness for a particular purpose.
10. Termination
Seller may terminate this Agreement or any order immediately upon written notice if Buyer breaches any provision of this Agreement, fails to make timely payment, becomes insolvent, or enters bankruptcy. Upon termination, Seller shall be entitled to payment for all goods delivered and work in progress.
11. Indemnification
Buyer agrees to indemnify and hold harmless Seller from claims arising from Buyer-provided designs, specifications, or instructions.
12. Confidentiality
All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
13. Force Majeure
Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, supplier failures, or governmental actions. Seller may, at its option, cancel or delay delivery of affected orders.
14. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
15. Entire Agreement
These Terms constitute the entire agreement governing sales and supersede any terms proposed by Buyer unless expressly agreed in writing by Seller. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.