Terms of Purchase
GDT is authorized by certain licensors and original equipment manufacturers (collectively, “OEMs”) to resell to Customer certain OEM Products subject to the terms and conditions set forth in this New Customer Onboarding Form (the “Agreement”). By placing an order with GDT, Customer agree that such orders will be governed by this Agreement unless or until there is a separate written agreement mutually executed between Customer and GDT that replaces this Agreement. Any additional or conflicting terms included on Customer’s PO or Order will be for Customer’s administrative purposes only and is not binding on GDT and are hereby rejected by GDT. Customer agrees that no additional writing or signed document shall be required between Customer and GDT to make an order legally binding pursuant to this Agreement, notwithstanding any contrary requirements under applicable law.
Products
Payment and Taxes
Non-Cancellation
Product orders are non-cancellable; any cancellation request must be in writing to GDT and in accordance with the applicable OEM policies.
Shipping and Title
All Products are shipped FOB Shipping Point. Transportation costs are paid by the Customer and title passes when the carrier takes possession of the Products. Customer agrees to grant GDT a security interest in the Products until all applicable invoices are paid in full.
In the event Products are shipped to GDT’s warehouse rather than directly to Customer from the OEM, the Products will be held by GDT on a bill and hold basis in accordance with the terms of GDT’s Warehouse policy, available upon request.
Warranty; Title
All use of the Products shall be governed by the OEM’s ordinary terms and conditions for such Products unless Customer has a direct agreement in place with the OEM that extends to Products that Customer acquires from a reseller. Any and all usage rights are subject to the applicable OEM’s policies. GDT provides no direct or independent warranty for Products. CUSTOMER AGREES TO LOOK SOLELY TO THE OEM FOR ITS WARRANTY AND ANY EXCLUSIVE REMEDIES WITH RESPECT TO ANY PRODUCTS. Title for Products will pass directly from the OEM to Customer. Product return policies and shipment terms and conditions are governed by the OEM’s standard terms and conditions for the applicable Product. GDT is not authorized to modify the OEM’s shipping terms or return policies. To the extent permitted by law, GDT disclaims, and this Agreement excludes, any implied or statutory warranty, including any warranty of title, non-infringement, merchantability, or fitness for a particular purpose.
Indemnification
Customer will defend GDT, its affiliates, officers, directors, employees, and representatives from and against any damages, reasonable legal fees, and costs finally awarded against GDT to the extent resulting from any third party claim concerning (1) Customer’s use or misuse of the Products provided by GDT, or (2) tax liability assessed or incurred against GDT in connection with the sale of such Products to Customer.
Limitation of Liability
Compliance with Laws
Each party agrees to comply with all relevant laws and regulations of the United States and the country or territory in which the Products are provided, including but not limited to export laws (“Laws”) to assure that no Product is: a) exported, directly or indirectly, in violation of Laws, or b) intended to be used for any purposes prohibited by the Laws, including without limitation encryption technology, nuclear, chemical, or biological weapons proliferation.
Choice of Law
Notices
All notice related to this Agreement shall be provided by registered mail, return receipt requested (or other verifiable method utilizing a reputable carrier) to each party’s address shown on the first page hereof and shall be effective as of the date delivery is confirmed by the carrier.
Severability
If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force, and the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as to best effect the intent of the parties hereto.
Survival
All obligations and duties of the parties that by their nature extend beyond termination of this Agreement shall survive and remain in effect beyond any termination hereof.
Entire Agreement
This Agreement and any purchase order represent the entire agreement between Customer and GDT regarding the
subject matter of this Agreement. The terms contained on the face of this Agreement supersede all prior or contemporaneous
representations, understandings, agreements, preprinted purchase order terms and conditions even by reference, or communications
between Customer and GDT, whether written or verbal, regarding the subject matter or this Agreement.
