Terms & Conditions of Sale
Thank you for your interest in Gentex Corporation products. Quotations and Sales are subject to the following Terms and Conditions of Sale.
- ACCEPTANCE OF ORDERS: These Terms and Conditions of Sale (“Terms”) apply to the purchase of products and ancillary services (collectively the “Products”) by Gentex Corporation (“Gentex”) and the buyer (“Buyer”) (Gentex and Buyer are referred to herein as a “Party” or collectively as the “Parties”), each of which is identified in the accompanying quotation, credit application, proposal, order acknowledgement, or invoice. All purchase orders (“Orders”) are subject to acceptance by Gentex at Gentex’s sole discretion. These Terms shall be deemed incorporated into any Orders that a Buyer may place with Gentex (by whatever means). Any terms and conditions submitted by a Buyer that are inconsistent with, different than, or in addition to these terms and conditions herein are null, void and not binding upon Gentex, unless Gentex, through an authorized representative, specifically agrees to such terms and conditions in writing.
- PART NUMBERS: Valid part numbers must be listed on all Orders and Requests for Quotation.
- QUOTATION VALIDITY: Quotations are valid for the length of time stated on the face of the quote, or if not shown on the quotation, for thirty (30) days.
- END USE STATEMENT. The end user and country of end use for each Product for each Order must be stated on every Order.
- CREDIT APPROVAL: For a Buyer’s initial order, the terms are payment before delivery, unless otherwise agreed in writing by an authorized representative of Gentex. Buyers seeking credit terms are required to provide a bank reference and three additional credit references. Extension of credit is subject to approval at Gentex’s sole discretion. If seeking credit terms, please allow additional lead time for account approval.
- PAYMENTS: Payment shall be made in full, without deduction or set-off, in U.S. dollars. Partial payment is required on the basis of partial shipment. In addition to any other rights and/or remedies available at law or otherwise, overdue invoices shall be subject to a late payment charge of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower). The Buyer further agrees to reimburse Gentex for its reasonable attorneys’ fees, court costs, and any other costs reasonably incurred in collecting delinquent payments. Gentex shall have rights of set-off, recoupment and counterclaim against the Buyer.
- TAXES: Prices stated by Gentex do not include federal, state, local, or other applicable taxes and duties wherever incurred. The amount of any sales, use, or similar tax shall be paid by Buyer, or Buyer shall provide an acceptable tax exemption certificate to Gentex.
- SHIPPING; RISK OF LOSS: Products are shipped FCA (Incoterms 2010) Shipping Point unless otherwise stated. Risk of loss and title to Products shall pass to the Buyer at the Incoterm defined delivery point.
- DELIVERY: Lead times are quoted from date of Gentex’s acceptance of an Order. Quoted shipping dates are a best estimate only at time of quotation and are subject to revision at Gentex’s sole discretion upon receipt of a valid Order, which is compliant with these Terms. Gentex shall have the right to make complete or partial deliveries, at its sole discretion.
- UNAVOIDABLE DELAY: If Gentex is unable to perform its obligations, either in whole or in part, under these Terms as a result of an unavoidable delay, including, but not limited to acts of a civil or military authority, war, flood, fire, epidemic, strike, boycott, failure of issuance of an export license, failure of its suppliers, or other condition or cause beyond its reasonable control (an “Unavoidable Delay”), Gentex will be excused from that performance during the Unavoidable Delay to the extent that Gentex is prevented or delayed thereby.
- LIMITED WARRANTY: Unless Products are covered by a separately issued warranty, Gentex warrants that all unaltered ballistic helmet shells will be free from defects in material or workmanship under normal use and service for a period of five (5) years from the date of delivery when installed properly and used normally and in accordance with written operating instructions, if any (“Ballistic Limited Warranty”). Unless an individual product is covered by a separately issued warranty, Gentex warrants that all other Products which do not fall under the Ballistic Limited Warranty, including unaltered helmet components, accessories, peripherals, and parts will be free from defects in material or workmanship under normal use and service for a period one (1) year from the date of delivery when installed properly and used normally and in accordance with written operating instructions, if any (“General Product Limited Warranty”) (collectively, the Ballistic Limited Warranty and the General Product Limited Warranty are referred to as the “Limited Warranty”). All repair covered by this Limited Warranty shall be performed at Gentex’s factory, or other such warranty repair facilities of Gentex as designated by Gentex unless Gentex specifically directs that repair services be performed at another location. All Products returned under this Limited Warranty must be returned within sixty (60) days of generation of a Return Material Authorization (RMA) by Gentex. Any defect corrected and found to be within this scope of the Limited Warranty will be repaired by Gentex and all charges for labor and material will be borne by Gentex. If it is determined that either no fault exists in Gentex, or the damage to be repaired was caused by negligence of the user, its agents, employees or customers, Buyer agrees to pay all charges associated with each such repair. No statement, recommendation or assistance made or offered by Gentex through its representatives to the Buyer, the user, its agents, employees, or customers in connection with the purpose or intended use of any Gentex’s product shall be or constitute a waiver by Gentex of any of the provisions of this Limited Warranty or change Gentex’s liability under this Limited Warranty.
This Limited Warranty only applies to proper use of the Products and applies only to Products manufactured by or for Gentex that can be identified by trademarks, trade names or logos owned by Gentex or its affiliates. This Limited Warranty does not apply to or cover: (a) defects or damage caused by or resulting from external causes including, but not limited to, accident, carrier handling, improper packaging in shipment, abuse, neglect, unusual physical stress, cosmetic damage, flood, fire, earthquake or any other natural disasters; (b) normal wear and tear; (c) any modification of any part of the Products; (d) damage caused by using the Products outside the permitted or intended uses described by Gentex or written instructions; (e) malfunctions resulting from the use of the Products with accessories, products or ancillary/peripheral equipment not furnished or approved by Gentex; (f) defects or damage caused by improper testing, operation, maintenance, installation or adjustment; or (g) defects or damage caused by installation and/or service performed by anyone who is not authorized by Gentex. No Gentex supplier, distributor, Buyer, officer, agent, or employee is authorized to make any modification, extension, change or amendment to this Limited Warranty without express prior written consent and authorization of Gentex. Gentex reserves the right to make improvements or changes to its Products at any time without incurring any obligation to Buyer, suppliers, distributors, or customers who previously purchased Products directly or indirectly from Gentex.
EXCEPT AS SET FORTH IN THE EXPRESS LIMITED WARRANTY CONTAINED HEREIN, BUYER AND ITS CUSTOMERS TAKE THE PRODUCT “AS IS”. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS BEYOND THOSE STATED IN THIS LIMITED WARRANTY. GENTEX DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING CONTAINED IN ANY WRITTEN INSTRUCTIONS OR OPERATION MANUAL OR MARKETING MATERIAL SHALL BE CONSTRUED TO CREATE A WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTS. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GENTEX SHALL NOT BE LIABLE FOR ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY OF ANY KIND, OR FROM ANY LOSS OF TIME, INCONVENIENCE, OR LOSS OF USE, INCLUDING ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE USE, INSTALLATION AND/OR PERFORMANCE OF THE PRODUCTS, WHETHER SUFFERED BY A SUPPLIER, DISTRIBUTOR, BUYER, CUSTOMER, OR ANY OTHER PARTY AND REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED, EVEN IF GENTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT OTHERWISE LIMITING THE FOREGOING, IN NO EVENT SHALL RECOVERY OF ANY KIND AGAINST GENTEX BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS. THIS WARRANTY GIVES THE BUYER LIMITED AND SPECIFIC LEGAL RIGHTS.
- TERMINATION: Orders may be terminated by Gentex in the event that Buyer defaults in its performance of any Term hereunder. Furthermore, Buyer may terminate any Orders in the event of any of the following or any other comparable event: (i) insolvency of the Buyer; (ii) filing of a voluntary petition in bankruptcy by or an involuntary petition against Buyer; (iii) appointment of a receiver or trustee for Buyer; or (iv) execution of an assignment for the benefit of creditors by Buyer.
- CANCELLATION; RETURNS: Orders accepted by Gentex are not subject to cancellation and Products which are properly delivered are not subject to return, except in accordance with the Product’s Warranty, and only then, with Gentex’s prior written consent and the generation of an RMA. If such a cancellation or return is authorized by Gentex, applicable cancellation and restocking fees apply, and shipping charges (if any) shall apply. All such authorized returns must be returned to Gentex within sixty (60) days from Gentex’s generation of an RMA.
- INTELLECTUAL PROPERTY: All intellectual property rights, including inventions, information, technical data or drawings, copyright rights, patent rights, trademark rights, know-how, trade secrets, intangible and proprietary rights throughout the world, arising out of or in connection with the Products is either licensed or owned by Gentex or its affiliates. The sale of the Products shall not, by implication or otherwise, convey any license under any intellectual property right relating to the compositions and/or applications of the Products, and Buyer explicitly assumes all risks of any intellectual property infringement by use of the Product whether singly or in combination with other materials or in processing operations.
- COMPLIANCE WITH LAWS: Sale of the Products is subject to all applicable laws and regulations relating to the Product. Buyer acknowledges that some of the technical information relating to the Products and the Products themselves may be controlled for export, retransfer and re-export under the U.S. International Traffic in Arms Regulations 22 CFR Parts 120 – 130 or controlled technology under the U.S. Export Administration Regulations 15 CFR Parts 730-774). Buyer confirms that it is familiar with and will comply with all obligations under these regulations, including without limitation, the requirement not to disclose such controlled technical data or technology to a foreign person, even within the United States, without prior authorization. Buyer shall comply with the terms and provisos of any such authorization, including, without limitation, any Technical Assistance Agreement or license. Buyer further agrees to comply with all applicable laws, including, without limitation, all anti-corruption and bribery laws.
- NO REDISTRIBUTION TO UNAUTHORIZED DISTRIBUTORS OR RESELLERS: Buyer acknowledges that Gentex conducts its business according to the highest ethical standards, seeks to avoid even the appearance of impropriety and insists that its representatives, distributors, and other intermediaries conduct their business on Gentex’s behalf in a similar fashion and in full compliance with all applicable laws and regulations. Authorized distribution and resale partners are subjected to due diligence screening for export compliance and anti-corruption purposes and are considered trusted partners of Gentex. Therefore, Buyer is not permitted to sell Products to distributors or resellers who are not authorized distributors or resellers of Gentex or its affiliates.
- JURISDICTION; VENUE; WAIVER OF RIGHT TO TRIAL BY JURY: These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws. Any dispute arising between the parties hereto shall be subject to the exclusive jurisdiction of the Lackawanna County Court of Common Pleas or the United States District Court for the Middle District of Pennsylvania, Scranton Office. These Terms shall be binding upon the parties and their successors and assigns. TO THE EXTENT PROHIBITED BY LAW, GENTEX AND BUYER EACH EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM THESE TERMS, ANY ORDERS PLACED BY BUYER, OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS BETWEEN THE PARTIES.
- INDEMNITY: Buyer shall defend, indemnify, and hold harmless Gentex and its affiliates and their respective officers, directors, employees, and representatives, from and against any and all claims, suits, losses, obligations, causes of action, damages, and expenses (including attorney’s fees) relating to or arising out of: (a) any use, sale, resale, or distribution of the Products by Buyer or Buyer’s customers; and (b) any breach by Buyer of these Terms.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL GENTEX BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR ANY REASON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES: Buyer may not assign these Terms or any Orders without the prior written consent of Gentex. All the terms and provisions of these Terms shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to confer on any person or entity, other than the Parties or their respective successors and permitted assigns, any benefits, rights or remedies.
- ENTIRE AGREEMENT; MODIFICATION; WAIVER: these Terms are the sole agreement between the Parties with respect to the subject matter hereof and it supersedes all prior agreements and understandings with respect thereto, whether oral or written. No amendment, supplement or other modification to any provision of these Terms shall be binding unless in writing and signed by both Parties. No waiver of any rights under these Terms shall be effective unless in writing signed by the Party to be charged. A waiver of a breach or violation of any provision of these Terms shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms.
- SEVERABILITY: If any provision of these Terms or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of these Terms which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.
For additional information on the terms and conditions of sale, please contact us directly.