1. Introduction

These Terms and Conditions of Sale (“Agreement”) govern all sales of goods by GeoTech Trade Supply Solutions LLC (“Seller”) to any purchaser (“Buyer”). By placing an order, Buyer agrees to be bound by these terms. Any additional or different terms proposed by Buyer are hereby rejected unless explicitly agreed to in writing by Seller.

2. Orders and Acceptance

All orders are subject to acceptance by Seller. Seller reserves the right to refuse or cancel any order, in whole or in part, at its sole discretion. An order is not considered accepted until Seller issues a written confirmation or ships the goods.

3. Pricing and Payment

• (a)Prices for goods are those in effect at the time of shipment and are subject to change without prior notice.
• (b)Payment is due in full upon receipt of invoice unless otherwise agreed in writing by Seller.
• (c)Seller reserves the right to charge interest at the maximum rate permitted by law on overdue invoices.

4. Delivery and Risk of Loss

• (a)Seller will use commercially reasonable efforts to meet Buyer’s requested delivery dates but does not guarantee delivery dates.
• (b)All goods are sold FOB (Free on Board) Seller’s facility. Title and risk of loss pass to Buyer upon Seller’s delivery of goods to the carrier.
• (c)Seller is not responsible for delays in delivery caused by force majeure, including but not limited to, natural disasters, acts of government, transportation delays, labor disputes, or other circumstances beyond Seller’s control.

5. Inspection and Acceptance

• (a)Buyer must inspect goods upon receipt and notify Seller in writing within five (5) days of any alleged defect or nonconformity.
• (b)Failure to notify Seller within this period constitutes acceptance of the goods.

6. Warranty Disclaimer

• (a)Seller makes no warranties, express or implied, including but not limited to, warranties of merchantability or fitness for a particular purpose.
• (b)All goods are sold “AS IS” and “WITH ALL FAULTS.”
• (c)Buyer assumes all risks as to the quality and performance of the goods upon receipt.

7. Limitation of Liability

• (a)Seller shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including, but not limited to, lost profits, loss of use, or business interruption.
• (b)Seller’s total liability shall not exceed the purchase price paid by Buyer for the goods giving rise to the claim.

8. Returns and Cancellations

• (a)No returns will be accepted without prior written authorization from Seller.
• (b)Buyer may not cancel an order without Seller’s written consent, and any approved cancellations may be subject to restocking fees.

9. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller from and against all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from Buyer’s use, storage, transportation, or resale of the goods.

10. Governing Law and Jurisdiction

• (a)This Agreement shall be governed by and construed in accordance with the laws of the State in which Seller’s principal place of business is located, without regard to conflict of law principles.
• (b)Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Seller’s principal jurisdiction.

11. Miscellaneous

• (a)No waiver or modification of any provision of this Agreement shall be effective unless in writing and signed by Seller.
• (b)If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• (c)These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.