TERMS AND CONDITIONS OF SALE AND USE OF GED PRODUCTS – GED Integrated Solutions, Inc.
Your Acceptance of Contract Terms
As used herein, “you” shall refer to the legal entity that is doing business or seeking to do business with GED Integrated Solutions, Inc., including, but not limited to, all employees, agents, officers and directors of the legal entity. Unless otherwise expressly agreed in a writing signed by you and an authorized representative of GED Integrated Solutions, Inc. (herein “GED” “we” or “us”) (“GED” and “you” shall collectively be referred to as “the parties”), these terms and conditions regarding the sale and use of products sold or services offered by GED (herein “GED Products” or “GED Product”) , as currently in effect and as modified by GED from time to time (hereinafter “GED Standard Terms”), and the provisions included in any documentation you receive from GED relating to your purchase of GED Products , including but not limited to any quotation, order acknowledgment, packing list or invoice which GED provides to you in connection with the sale of GED Products to you, constitute the exclusive and complete agreement between you and GED (collectively, the “Terms and Conditions"), with respect to: (i) your use of GED’s websites, any of GED’s mobile applications, any of GED’s e-commerce applications, or GED’s printed catalog (collectively, the “GED Properties”), and (ii) your purchase and use of GED Products. By using any of the GED Properties, purchasing any GED Products, or by clicking the “I agree” button on any of GED’s websites, mobile applications or e-commerce applications, you acknowledge that you have read, understood and agree to be bound by the Terms and Conditions. In the event of any conflict between the provisions of the GED Standard Terms and the provisions set forth in any documentation you receive from GED relating to your purchase of GED Products, the provisions of the GED Standard Terms shall prevail. In addition, if you use any of GED’s e-commerce or mobile applications, you are also subject to the end user license agreement associated with the specific e-commerce or mobile application, but if and to the extent that there is any conflict between the Terms and Conditions and the end user license agreement for an e-commerce or mobile application, the Terms and Conditions shall prevail. GED’s acceptance of any order submitted by you is expressly subject to your acceptance of the Terms and Conditions, which may be evidenced solely by your acceptance of any GED Products ordered. Any additional, different or conflicting terms in any document or communication you submit to GED are hereby rejected and shall have no effect unless GED expressly agrees to such different or conflicting terms in a writing signed and sent to you by a duly authorized representative of GED. The Terms and Conditions supersede, override and exclude all prior or contemporaneous oral or written communications.
Changes in Terms and Conditions
The GED Standard Terms are effective as of the “Terms and Conditions Version Date” set forth below. GED reserves the right to change the GED Standard Terms at any time by providing notice to you. That notice will be given by one or more of the following: (i) providing you with an electronic notification through GED’s websites, mobile applications or e-commerce applications, by e-mail or other means of electronic communication, or (ii) making a revision to the GED Standard Terms and changing the version date shown below. By clicking the “I agree” button in connection with an electronic notification of a change of GED Standard Terms, by using any of any of the GED Properties, or by purchasing one or more GED Products after the new version date, you signify your acceptance of the revised GED Standard Terms. The GED Standard Terms shall not be changed, supplemented or interpreted by any course of dealing between the GED and you and they shall not be interpreted against GED because GED drafted the Terms and Conditions.
TERMS AND CONDITIONS OF USE
Ownership of Content. All literary, pictorial, graphic, derivative and other works, compilations, information and other content in or on the GED Properties, including but not limited to drawings, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product, service and program names, slogans, trade dress, and the compilation of the foregoing (the “GED Content”), and the design, “look and feel” and arrangement of the Content, other than any public domain materials, are: (i) owned or controlled by or licensed to GED, (ii) GED owns and retains all title, ownership and rights in and to the GED Properties and the GED Content and all intellectual property rights associated with the GED Properties and the GED Content, and (iii) some or all of the GED Properties and GED Content may be protected in the United States and internationally under trademark, copyright, and other intellectual property laws. All title, ownership and other rights, including intellectual property rights, in and to the GED Properties and the GED Content owned by GED are hereby reserved to GED. Any licensed use of the GED Properties or GED Content by you under the Terms and Conditions of Use shall not constitute or be construed as a transfer of any ownership or title rights associated with GED Properties or GED Content.
Trademarks, Copyrights, and Patents. GEDUSA®, Win IG®, WinGrid®, WinFrame®, WinDelete®, Intergrid®, RemakeNOW®, Intercept®, Win System 1TM, WinCutTM, WinContourTM, WinScreenTM, WinTrimTM, WinLPTM, ContourGridTM, QCCTM, Value RentTM, GED System SolutionsTM, GED Financing SolutionsTM and most other brand names in this website are the trademarks, registered trademarks or registered service marks of GED. Intercept® is a registered trademark of VITRO, S.A.B. DE C.V. Corporation. Trademarks of other parties are identified wherever possible and GED acknowledges their rights. Unless otherwise indicated, all Content is subject to copyrights owned by or licensed to GED, all rights reserved. GED owns one or more patents and patent applications that apply to certain of the GED Properties and/or their use. Except as expressly permitted by GED, nothing in the Terms and Conditions confers any license in any property right, including without limitation any right in any trademark, copyright, or patent of GED or any third party.
Grant of Limited Use License. GED grants you a limited, nonexclusive, non-transferable and revocable license to use the GED Properties only in accordance with and for the purposes set forth in the Terms and Conditions (the “Limited Use License”). GED retains the right to terminate or limit your Limited Use License, and your access to the GED Properties and to GED Content, for any reason and at any time. Except as otherwise expressly permitted in the Terms and Conditions, or agreed to in writing by an authorized representative of GED, the GED Properties and GED Content are only for your use in purchasing GED Products or in deciding whether to purchase GED Products from GED. You agree that you will impose only that load on GED’s servers that is necessary for your use in purchasing GED Products or in deciding whether to purchase GED Products from GED.
Prohibited Uses of the GED Properties and GED Content. Any unauthorized use, change of information or interference with the availability of, access to or proper working of any part or feature of the GED Properties or GED Content or their security measures is prohibited. Without limiting the foregoing, you agree that you will not, directly or indirectly through any third party, engage in any of the following activities with respect to the GED Properties or GED Content, except as otherwise expressly permitted in the Terms and Conditions, or agreed to in writing by an authorized representative of GED:
(i) copy, mirror, archive, intercept or redirect the GED Content;
(ii) redistribute, reproduce, make a derivative work from or commercially exploit the GED Content in any manner;
(iii) page or screen scrape, web harvest, or use any robot, spider, indexing agent or other automatic device, process or means to access the GED Properties for any purpose, including extracting data from, monitoring or copying the GED Content;
(iv) use the GED Properties or GED Content in a manner that could disable, overburden, damage or impair them or interfere with another party’s use of them;
(v) use any device, software or routine that interferes with the proper working of the GED Properties or GED Content;
(vi) introduce to the GED Properties or GED Content any virus, trojan horse, worm, logic bomb or other material which is malicious or technologically harmful;
(vii) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts or features of the GED Properties or the Content, the servers on which the GED Properties and GED Content is stored, or any server, computer or database connected to the GED Properties or operated by GED;
(viii) use a denial-of-service attack or a distributed denial-of-service attack against any of the GED Properties or GED Content;
(ix) reverse engineer or attempt to extract the source code of any software that comprises any part of the GED Properties or the GED Content;
(x) display or use any of the GED Content for any commercial purpose in any publications, audiovisual works, public performances, or on websites or other applications, including but not limited to in connection with products other than GED Products, in any other manner likely to cause confusion, to disparage or discredit us or our licensors, to dilute the strength of the intellectual property owned by us or our licensors, or to otherwise infringe the intellectual property rights of GED or any third party;
(xi) frame or use framing techniques to enclose any trademark, logo, intellectual property or other proprietary information (including images, text, page layout or form) of GED without our express written consent;
(xii) use any metatag or any other “hidden text” utilizing our name or trademarks without the express written consent of an authorized representative of GED; or
(xiii) use any technology or other means to hide your identity.
Submission of User Content to GED. GED is pleased to hear from our customers. GED may from time to time seek feedback from GED’s customers and other users of the GED Properties and we may enable them to submit, post or upload reviews, comments, suggestions, messages, photographs, videos and other content (collectively, “User Content”).
Disclaimer of Liability for User Content. GED does not control, endorse or verify any User Content and GED makes no representation or warranty concerning its authenticity, integrity or accuracy. Reliance on or use of any User Content is solely at your own risk. To the fullest extent permitted by law, GED is not responsible or liable for any User Content or for any claims, damages or losses resulting from the use or appearance of any User Content on the GED Properties.
User Content You Submit. You are solely responsible for all User Content you submit to GED . You agree that you will not submit to GED any User Content that (i) infringes or otherwise violates the rights of others, including patents, copyrights, trademarks, trade secrets, publicity or privacy rights, (ii) violates any local, state, national, or regional laws of the United States or any other jurisdiction, (iii) is unlawful, obscene, derogatory, threatening, harassing, hateful, racist, defamatory or otherwise objectionable, (iv) uses a false email address, impersonates any person or entity or is otherwise misleading as to its origin, or (v) contains viruses or corrupted files that may adversely affect the Content or the operation of the GED Properties. GED reserves the right to remove or edit any User Content and to terminate or suspend your account at any time and without notice.
Your Grant of a License and Other Rights to User Content You Submit. By submitting User Content to us, you grant to GED a non-exclusive, royalty-free, sub-licensable, perpetual, fully-paid, worldwide license (i) to use, reproduce, modify, publish, perform, create derivative works from, distribute and display such User Content in any media, and you hereby waive all “moral rights” with respect to our use of that User Content, and (ii) to use the names, images and likenesses that you submit to GED in connection with that User Content. If and to the extent User Content that you submit to GED contains ideas, suggestions, documents or proposals relating to us and our business (“Suggestions”), you acknowledge and agree as follows: (i) your Suggestions do not contain confidential or proprietary information; (ii) GED is not obligated to keep your Suggestions confidential and GED may use or disclose them in any media worldwide; (iii) GED receives submissions from many parties, some of which may be similar to the Suggestions, or GED may have ideas, concepts or processes similar to the Suggestions which are already under consideration or in development; (iv) your Suggestions shall be deemed the property of GED, which we will be free (but not required) to evaluate, develop and exploit at GED’s discretion, without any obligation to compensate you, monetarily or otherwise or to credit you, and without any other obligation to you; and (v) you hereby assign all right, title and interest in the Suggestions, and any inventions, works, or other subject matter or rights contained in them or derived from them, to GED.
Consent to Electronic Communication
When you use the GED Properties to purchase GED Products, request information or otherwise solicit an electronic communication from GED, or to send emails, text messages or other electronic communications to GED for any of these purposes, you consent to receive electronic communications from GED in response. You may withdraw your consent to receive electronic communications from GED at any time. GED may communicate electronically with you in a variety of ways, including by email, text message, posting notices and messages on the GED Properties or by other means. You agree that all notices, disclosures, agreements and other communications that GED provides to you electronically satisfy any legal requirement that those communications be in writing. You agree that GED may preserve any communication by you to GED through any of the GED Properties and that GED may disclose the data contained in any communication from you if GED is required to do so by law or if GED determines that preserving or disclosing that data is necessary to (i) comply with legal process, (ii) enforce the Terms and Conditions, (iii) respond to claims that the data you submitted violates the rights of others, or (iv) protect the rights, property or personal safety of GED, our employees, users of the GED Properties or the public at large.
Links and Other Third-Party Applications
No Endorsement by GED of Third-Party Websites. The existence on third-party websites or applications of hypertext links to any of the GED Properties does not imply or signify any relationship, endorsement or other connection between GED and the owner or operator of the website or application containing the links. GED is not responsible for inaccuracies in information or for any representations and express or implied warranties, including those of fitness for purpose or merchantability, which may be contained on or implied from any third-party websites or applications containing hyperlinks to any of GED’s websites. GED does not authorize any other parties to make representations or warranties on behalf of GED.
Limited Permission to Link to GED’s Website Homepages. You may link to the homepages of GED’s websites including www.gedusa.com only if: (i) the link or the manner of linking does not damage or take advantage of GED’s reputation, (ii) you do not by such linkage suggest that GED approves, endorses or are in any other way associated with your activities, products or services, and (iii) you immediately remove any links to www.gedusa.com or any other GED website at GED’s request.
Disclaimers Relating to Third-Party Applications Included by GED. The GED Properties may include third-party technology, software, applications and links to other websites and resources provided by third parties. Any such links are provided for your convenience only. GED does not have any control over the content of those third-party websites or resources. You therefore acknowledge and agree as follows: (i) GED is not responsible for the practices or policies of third parties or for any loss or damage that may arise from your use of any third-party technology, services, software or applications or any linked third-party website or resource; and (ii) if you use any third-party technology, services or software or access any website or resource linked to the GED Properties, you do so at your own risk and subject to the terms and conditions of use of any such third-party technologies, websites or resources.
Disclaimer of Warranties Relating to Use
THE GED PROPERTIES AND GED CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND YOUR USE OF THEM IS AT YOUR OWN RISK. ACCORDINGLY, THE GED PROPERTIES AND CONTENT PROVIDED THEREIN ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE AND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE GED PROPERTIES AND GED CONTENT, INCLUDING WITHOUT LIMITATION (i) WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ACCURACY, COMPLETENESS, QUALITY, SUITABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, AND (ii) WARRANTIES THAT THE GED PROPERTIES OR GED CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. YOU THEREFORE ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF YOUR DATA AND/OR EQUIPMENT IN CONNECTION WITH YOUR USE OF THE GED PROPERTIES AND GED CONTENT. YOU SHALL HOLD GED HARMLESS FROM AND YOU SHALL NOT SUE GED FOR ANY CLAIMS BASED ON YOUR USE OF OR INABILITY TO USE THE GED PROPERTIES OR GED CONTENT.
Limitation of Liability Relating to Use
TO THE FULLEST EXTENT PERMITTED BY LAW, GED AND ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS WILL NOT BE LIABLE IN CONTRACT, WARRANTY, TORT OR UNDER ANY OTHER LEGAL THEORY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, GOODWILL, LOSS OF DATA OR ANY OTHER LOSSES ARISING FROM YOUR USE OF OR INABILITY TO USE THE GED PROPERTIES OR GED CONTENT, OR FOR YOUR RELIANCE ON THE GED PROPERTIES OR GED CONTENT, EVEN IF GED HAVE BEEN ADVISED BY YOU OR A THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification Relating to Use
As a condition to your use of the GED Properties or GED Content, to the fullest extent permitted by law, you agree to defend, indemnify and hold harmless GED and its respective officers, directors, employees, agents, contractors, vendors and suppliers from and against any liabilities, losses, damages, costs and other expenses (including court costs and reasonable attorneys’ fees) arising or resulting directly or indirectly out of: (i) any breach by you of the Terms and Conditions, (ii) your use of the GED Properties or GED Content, and (iii) User Content submitted by you.
Limitations on International Users
Export Control Laws. Certain GED Content or User Content that may be downloaded by you or is otherwise made available on the GED Properties may be subject to United States export control laws. These laws prohibit the export of certain information, software and other technology to certain restricted localities, persons and entities. You agree and acknowledge that no GED Content, User Content, software or other technology may be used, downloaded or exported from the GED Properties (i) in or into any country against which the United States maintains a trade embargo, (ii) by or to a person or entity designated on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List, or (iii) otherwise in violation of any applicable United States export control law.
Compliance with Laws of Other Countries. GED operates the GED Properties from the United States and does not warrant or represent that they are appropriate for use in or otherwise comply with the laws of any jurisdiction outside the United States. You acknowledge and agree that you are solely responsible for ensuring that your use of the GED Properties and GED Content is lawful in any jurisdiction in which you use them.
TERMS AND CONDITIONS OF SALE
Prices and Payment Terms
Published prices don't include taxes, duties, brokerage or shipping costs, and they may be changed without notice. All payments must be in U.S. Dollars. Open accounts may be available on terms approved by GED. Visa, MasterCard and American Express will generally be accepted for orders and will include a processing fee, but credit card arrangements are subject to change.
Right to Correct, Reject or Cancel Orders
GED reserves the right to correct typographic errors and reject or cancel orders because applicable law prevents the sale of the GED Products in your area or for any other reason.
In addition to the published price, GED may charge you for shipping, freight, taxes and all other expenses that we incur in connection with the shipping of your order.
Taxes and Governmental Charges
You are responsible for all applicable national, state, provincial and local sales and use taxes, value added taxes, duties, tariffs and other governmental fees which may be imposed in connection with your purchase of GED Products from GED. When GED collects taxes and other governmental fees from you, the amount collected will be stated separately on the invoice. If you are claiming exemption from sales tax, you are responsible for providing a valid sales tax exemption certificate and you agree that you will not claim a sales tax exemption for purchases that do not qualify as exempt. If your claim of exemption for any purchase is deemed invalid by the taxing jurisdiction, you will upon request reimburse GED for any and all taxes due on that purchase from GED. If any GED Product which you purchase for resale is subsequently used by you, you will pay the use tax directly to the taxing authority if required by law.
Delivery, Title and Risk of Loss
Title and Risk of Loss. Title and risk of loss pass to the customer at GED’s warehouse when the GED Product is tendered to the carrier or is picked up by the customer. For sales as to which we have agreed in the documentation you receive from GED relating to your purchase of GED Products to prepay the shipping charges, we may elect at GED’s sole option to replace or refund the purchase price of a GED Product damaged in transit.
To return a Product, send it to GED’s Headquarters at the following address: GED Integrated Solutions, Inc, 31100 Diamond Pkwy, Glenwillow, OH 44139.
GED accepts returns on parts within 30 days of purchase with a 20% restocking fee.
To initiate a return, please contact us directly with the following information
P: 330-963-5401, option 3
Limited Product Warranty
While GED typically manufactures GED’s Products, in certain circumstances GED may be supplying a product to you that is manufactured by a third party (“third party Products”). With respect to such third-party Products, GED’s only warranty or other obligation to you and your only remedy against GED with respect to such third-party Products is for GED to replace any such third-party Product which is defective in material or workmanship when sold and which you return to GED. ALL OTHER WARRANTIES AND REMEDIES WITH RESPECT TO THE THIRD-PARTY PRODUCTS WE SELL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT IN ALL JURISDICTIONS GED DISCLAIMS IMPLIED WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.
Limitation of Liability and Remedies Concerning Products
TO THE FULLEST EXTENT PERMITTED BY LAW, GED INTEGRATED AND ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS WILL NOT BE LIABLE IN CONTRACT, WARRANTY, TORT OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER LOSSES (OTHER THAN THE COST OF THE PRODUCT OR ITS REPLACEMENT OR REPAIR) THAT ARISE DIRECTLY OR INDIRECTLY OUT OF YOUR PURCHASE OF ANY GED PRODUCTS FROM GED, EVEN IF GED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, GED ALSO DISCLAIM ANY LIABILITY FOR CLAIMS ARISING OUT OF THE MISUSE, IMPROPER SELECTION, FAULTY REPAIR OR IMPROPER MODIFICATION OF ANY GED PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR ONLY RECOURSE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS RELATED TO THE GED PRODUCTS GED SELL IS THE RIGHT TO RETURN THE GED PRODUCTS AND OBTAIN AT OUR OPTION A REFUND OF THE PURCHASE PRICE OR REPLACEMENT OF THE GED PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GED’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT THAT GIVES RISE TO THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR ACTION BROUGHT AGAINST GED ARISING OUT OF ANY GED PRODUCT WE SELL TO YOU MUST BE BROUGHT WITHIN ONE YEAR AFTER THE GED PRODUCT HAS BEEN DELIVERED TO YOU.
Your Responsibilities to GED
Compliance with Laws. GED MAKES NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) THAT GED PRODUCTS OFFERED FOR SALE BY GED COMPLY WITH ANY LAWS, CODES OR REGULATIONS GOVERNING THEIR PURCHASE, INSTALLATION, USE, HANDLING, STORAGE, RESALE, TRANSPORTATION, DISPOSAL, EXPORT OR IMPORT, THAT THEY ARE AVAILABLE FOR SALE OR USE IN YOUR JURISDICTION, OR THAT THEY ARE APPROPRIATE OR SUITABLE FOR YOUR PURPOSES OR USE. You are solely responsible for ensuring your compliance, and that of any third party to whom you resell the GED Products, with all applicable laws governing purchase, installation, use, handling, storage, resale, transportation, disposal, export and import of the GED Products you purchase from us.
Your Representations and Warranties. You are responsible for familiarizing yourself with all other available information about the GED Products prior to your purchase and use of them to determine their suitability for and any limitations on your intended use. In connection with any purchase of GED Products from us, you warrant, represent, acknowledge and agree as follows: (i) the purchase, installation, use, handling, storage, resale, transportation, disposal, export or import of the GED Products by you and any third party to whom you resell them is and will be in compliance with all applicable laws and regulations and will conform to generally recognized industry and professional standards; (ii) you and any third party to whom you resell the GED Products are or will be knowledgeable concerning the laws and other practices relating to the safe and lawful purchase, installation, use, resale, handling, storage, transportation, and disposal of the GED Products; (iii) you have used your own skill and judgment in selecting and you are solely responsible for the determination and selection of suitable GED Products for your contemplated use and the use contemplated by any third party to whom you resell the products; (iv) you have the legal right and are authorized to purchase the GED Products; (v) you understand any and all hazards associated with the storage, use, handling and transportation of the GED Products; and (vi) you are solely responsible for protecting and/or warning all parties who may be exposed to those hazards as a result of your use or resale of the GED Products.
Your Indemnification of GED. Your purchase, use and resale of the GED Products is at your own risk. To the fullest extent permitted by law, except to the extent caused by GED’s negligence or willful misconduct, you agree to defend, indemnify and hold harmless GED and its respective officers, directors, employees, agents, contractors, vendors and suppliers from and against any liabilities, losses, damages, costs and other expenses (including court costs and reasonable attorneys’ fees) arising or resulting (directly or indirectly) out of your (i) breach of any of the Terms and Conditions, (ii) negligence, misuse or other wrongful conduct related to a GED Product, or (iii) violation of any applicable law related to any GED Product. To the extent they are inconsistent with the U.S. federal Anti-Deficiency Act, the indemnification provisions in the Terms and Conditions will not apply to any sale made by GED to a U.S. federal government agency to which the Anti-Deficiency Act applies.
Items sold by GED may not meet certain government procurement requirements (such as those imposed by the Buy American Act). Upon request, GED will provide you with origin information. If you require other information or have other special needs, please contact GED’s Sales Department.
Electronic Commerce / EDI
If you purchase GED Products through GED’s websites, mobile applications or e-commerce applications or any other electronic means including, but not limited, to an electronic data interchange or EDI system (collectively, “e-commerce”), you agree that (i) any contract of sale resulting from an e-commerce transaction is legally binding and enforceable, notwithstanding the provisions of any law relating to whether agreements must be in writing or signed by the parties to be bound thereby; and (ii) copies of GED’s e-commerce records are admissible in any legal proceeding under the business records exception to the hearsay rule, the best evidence rule or any other rule of evidence, notwithstanding that such records were not originated or maintained in documentary form. As provided in the Uniform Commercial Code, GED adopts as our signature on e-commerce communications the electronic identification of GED affixed to or contained in each electronic record transmitted in connection with a transmission. In the event of a dispute, the business records maintained by GED regarding your e-commerce purchases with GED shall be deemed to be the governing records for purposes of establishing the terms of those purchases.
Additional Terms Applicable to the Export of Products
U.S. Export Controls. GED Products are subject to U.S. export control laws and regulations. You acknowledge and agree that you are responsible for and shall comply with all laws, regulations and orders of the United States applicable to the export of GED Products you purchase from us. Without limiting the foregoing, you represent and warrant as follows: (i) you are not designated on or associated with any party named on any of the restricted parties lists published by the U.S. government, including the Denied Persons List, the Entity List, the Unverified List of the Bureau of Industry and Security of the Department of Commerce, or the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the Treasury Department; (ii) you shall not engage in the export, reexport, diversion, transfer or other disposition of any GED Product in violation of any laws of the United States, including but not limited to laws administered by the Treasury Department and the Department of Commerce pursuant to which the United States maintains trade embargoes and sanctions against certain countries; (iii) you are purchasing the GED Products to be exported from the United States and imported to the destination identified in the documentation relating to your purchase of GED Products in compliance with the laws of the United States and that destination; (iv) you understand and acknowledge that a license or other authorization may be required from the Bureau of Industry and Security, the Office of Foreign Assets Control or other U.S. government agency before exporting or reexporting GED Products from the United States; (v) unless otherwise expressly agreed by GED in the documentation you receive from GED relating to your purchase of GED Products, you are responsible for obtaining and paying for any licenses, permits or other authorizations required for exporting or reexporting GED Products; and (vi) all other costs associated with exporting the GED Products shall be your responsibility.
Your Import of Products Into a Foreign Country. We do not serve as the importer of GED Products into any country, except to the extent, and then only to the extent that GED agrees in the documentation you receive from GED relating to the purchase of GED Products to serve as importer of record for certain sales to customers in Canada. In all other cases, when the GED Products you purchase from GED are imported into another country, you are solely responsible for: (i) compliance with all laws governing that country’s importation process, (ii) obtaining and paying for all necessary licenses, permits, customs clearances and all other authorizations, and (iii) paying all applicable duties, tariffs and other taxes and government charges imposed by that country upon import, and any brokerage, storage, any other fees or costs associated with the import of the GED Products.
Acknowledgement of Independent Contractor Status. In exporting GED Products from the United States, importing them into another country, or reselling them following your purchase from GED, you acknowledge that you are an independent contractor and that you shall not hold yourself out as an agent or otherwise cause others to believe that you are authorized to act on behalf of GED.
GENERALLY APPLICABLE TERMS
Jurisdiction, Choice of Law and Jury Trial Waiver
The Terms and Conditions (including the breach, termination and validity thereof), sales of GED Products, use of the GED Properties and GED Content, any personal information you submit to us and any disputes arising out of or relating to any of the foregoing: (i) shall be governed entirely by and interpreted in accordance with the laws of the State of Ohio and applicable U.S. federal law, without giving effect to conflict of law principles of any jurisdiction, and (ii) shall not be governed in any manner by the United Nations Convention on Contracts for the International Sale of Goods, which is hereby expressly excluded, or the laws of any jurisdiction outside the United States. Except as otherwise expressly provided respecting the resolution of any controversy or claim between GED and a party domiciled outside the United States, you irrevocably consent to the exclusive jurisdiction of the courts located in Cleveland, Ohio in connection with any action by or against GED to which you are a party. Proceedings to enforce the result of any such adjudication, however, may be brought in any applicable forum. TO THE FULLEST EXTENT PERMITTED BY LAW, GED AND YOU BOTH KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH ACTION.
Resolution of International Disputes
If you are domiciled outside the United States, any controversy or claim between GED and you arising out of or relating to the Terms and Conditions, including but not limited to, the breach, termination or validity of the Terms and Conditions, sales of GED Products, use of the GED Properties and GED Content and any personal information submitted to GED shall be determined and resolved exclusively by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. In connection with any such arbitration, the place of the arbitration shall exclusively be Cleveland, Ohio, the language of the arbitration shall be English, and Ohio law shall be applied to the dispute submitted to arbitration, without giving effect to any conflict of law principles of any jurisdiction. The arbitration award shall be final and binding, and judgment on the award may be entered and enforced in any court having jurisdiction over the parties. Except as may be required by law or for the purposes of entering, challenging or enforcing an arbitration award in a court having jurisdiction over the parties and subject matter, neither GED or you may disclose the existence, content, or results of any arbitration hereunder, or any other matter relating to the arbitration or the award, without the prior written consent of all parties.
GED is not liable for any delay in or impairment of GED’s performance caused in whole or in part by acts of God, labor disruptions, acts of war, terrorists, criminals, hackers or vandals, governmental decrees or controls, riots, epidemics and quarantines, communications disruptions, power failures, accidents, explosions, fires, inability to obtain or ship products, inability to obtain licenses or permits, shortages or inability to obtain supplies or raw materials, severe weather, natural disasters and catastrophic events, or any other occurrence which is beyond GED’s reasonable control in the conduct of business.
The failure (with or without intent) of GED or you to insist upon the strict performance by the other party of any provision of the Terms and Conditions shall not be deemed to constitute a modification of, or a waiver of the right to insist at any time thereafter upon performance strictly in accordance with, any of the provisions of the Terms and Conditions. No waiver of any provision of the Terms and Conditions shall operate as a waiver of any other provision of the Terms and Conditions, and no waiver of any provision of the Terms and Conditions shall operate as a continuing waiver of that provision.
In the event that any provision of the Terms and Conditions is held illegal, invalid or unenforceable for any reason, that illegality, invalidity or unenforceability shall not affect the remaining provisions of the Terms and Conditions, in which event they shall be construed and enforced as if that illegal, invalid or unenforceable provision had never been inserted in them.
Assignment; No Third-Party Benefit
No benefits or duties under the Terms and Conditions may be assigned without GED’s prior written consent, except that a merger or consolidation of any party with another entity shall not constitute a violation of this provision. The Terms and Conditions are intended for the sole and exclusive benefit of the parties thereto and their respective permitted assignees thereunder. Nothing in the Terms and Conditions shall give any other person any legal or equitable right, remedy or claim under or in respect of the matters covered in them.
Nothing provided in the Terms and Conditions shall be deemed to create any relationship between GED of employment, partnership, joint venture, agency or representation with respect to the use of the GED Properties, GED Content or sales of GED Products or third-party Products by GED.