1. ENTIRE AGREEMENT

These Terms and Conditions of Sale (the “Terms”) establish the rights, obligations, and remedies of Gulf Coast Brothers Distributors, LLC, (“Seller”) and the buyer (“Buyer”), form the entire agreement between Seller and Buyer, and apply to all sales transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. All prior oral or written agreements, including, but not limited to, terms in Buyer’s purchase order, which are different from or in addition to these Terms are not binding on Seller unless expressly accepted in writing by Seller’s duly authorized representative.

2. PRICE QUOTATION

Any price quotation provided by Seller to Buyer shall be valid for five days. A Buyer’s authorization to proceed with quoted work constitutes an acceptance of the quotation with the quantity, specification of the product, and cost specified on the quotation.

3. PRICE

All prices are subject to change unless otherwise noted on Seller’s applicable quotation. Buyer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties and other charges are in addition to quoted prices. The amount of any sales, excise or other taxes, if any, applicable to the goods shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with a valid tax exemption certificate. All orders are subject to a Minimum Order Service Fee of $5, non-refundable, for any individual order less than $50.

4. SHIPMENT

All orders are shipped FOB, Buyer’s facility. Risk of loss will transfer to Buyer upon tender of products and/or parts (“Goods”) to Buyer, Buyer’s representative or common carrier. The cost of any special packaging or handling caused by Buyer’s requirements or requests will be added to the amount of Buyer’s order. If Buyer causes or requests a delay of shipment or if Seller ships or delivers an order erroneously as a result of inaccurate, incomplete, or misleading information supplied by Buyer or Buyer’s agents or employees, all storage and other additional costs and risk will be borne by Buyer.

5. DELIVERY

Seller will make a good faith effort to deliver Goods in accordance with Buyer’s schedule. Seller will pay for expedited shipping of delayed Goods if the delay in delivery is solely caused by Seller. Seller assumes no responsibility or liability for Seller’s non-performance caused by a force majeure event including, but not limited to an act of God, war, labor disputes, civil unrest, accidents, pandemics, the inability to obtain materials or Goods, delays of carriers, contractors or suppliers, or any other causes beyond Seller’s control.

6. CANCELLATION

Buyer may not cancel or modify an order without the written consent of Seller and payment by Buyer of all applicable cancellation or re-stocking fees.

7. PAYMENT

Buyer shall pay for the Goods NET 30 from the date of Seller’s invoice, unless otherwise agreed in writing. In the event of late payment, Seller is entitled to treat Buyer’s entire account(s) as immediately due and payable without notice or demand. All past due amounts will be subject to a service charge accruing at a rate of up to 1.5% per month or a minimum of $49 per occurrence. Buyer shall not be allowed to retain or holdback payment and Buyer’s payment obligations are not contingent on any event other than Seller’s performance. Buyer’s receipt of payment or funds from any third party shall in no way relieve Buyer’s obligations to pay Seller. Buyer is not entitled to set-off any amounts due to Seller by Buyer in connection with any transaction governed by these Terms. Buyer’s credit application to Seller is hereby incorporated by reference.

8. INSPECTION AND ACCEPTANCE

Buyer shall examine all Goods upon receipt and prior to installation. All claims for damage, shortage, and errors in shipment or improper delivery must be made to Seller in writing within two (2) business days of delivery, after which date Buyer will be deemed to have accepted the Goods and will have no right to reject the Goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments to Seller in writing within ten (10) business days from the invoice date. Claims not received in writing within such period of time will be waived by Buyer.

9. RETURNS

Within 30 days of purchase, Buyer may return any Goods which Seller stocks and which are not special-order items if: (i) the original purchase receipt is provided; (ii) the Goods are in new condition, suitable for resale in undamaged original packaging and with all original parts; and (iii) the Goods have not been used, installed, modified, rebuilt, reconditioned, repaired, altered, or damaged.  

ALL RETURNS ARE SUBJECT TO A 25% AND/OR CORRESPONDING MANUFACTURER RE-STOCKING FEE. SPECIAL ORDERS AND CUT WIRE ARE NON-REFUNDABLE.  MINIMUM ORDER SERVICE FEES ARE NON-REFUNDABLE. 

10. WARRANTIES

(A) Unless otherwise specified in the product specifications, Seller warrants Goods for a period of one year after delivery to Buyer. Seller’s goods shall conform to their specifications and be free from defects in material or workmanship. Buyer’s sole and exclusive remedy for non-conformity with these warranties shall be repair or replacement of the non-conforming Goods at Seller’s expense.

(B) Seller warrants only title to the Goods sold to Buyer. All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any and all manufacturer warranties and will assist Buyer to obtain repair, replacement, or other applicable remedy for a breach of warranty made known to Seller during the warranty period.

(C) Warranty Exclusions: These warranties shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage, or installation of the goods. SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE OR A PARTICULAR PURPOSE EVEN IF KNOWN BY SELLER. SELLER MAKES NO REPRESENTATION, WARRANTY, OR PROMISE THAT THE PRODUCTS OR SERVICES WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, EXCEPT AS SPECIFIED AND AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

11. INDEMNIFICATION

Each party (“Indemnitor”) shall indemnify, defend and hold harmless the other party and its employees, officers, directors, and agents (each an “Indemnitee”) from any suit, cause of action, arbitration/mediation proceeding, judgment, or claim (“Claim”) for damages to property or bodily injury, loss of life, infringement, liability of any nature, costs, fines, penalties, and expenses, including reasonable attorney fees and any other cost of litigation (“Damages”) to the extent caused directly by the negligent act or omission or intentional misconduct of the Indemnitor. Indemnification shall not apply to Damages proximately caused by the negligence of Indemnitee.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, LIQUIDATED, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUES, CAPITAL, BUSINESS OPPORTUNITY OR DOWNTIME COSTS, ARISING OUT OF THE SALE OF GOODS AND/OR SERVICES TO BUYER. This limitation shall apply regardless if the claimed damages arise from breach of contract, breach of warranty, tort, strict liability, or any other legal theory.

13. SEVERABILITY

These Terms will be construed as if prepared jointly by the parties hereto and any uncertainty or ambiguity will not be interpreted against any one party. If any provision contained in these Terms is held to be unenforceable then such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction, provided that, if any provision should be declared unenforceable or invalid for any reason, such unenforceable or invalid provision will be severed from the remainder of these Terms without affecting the enforceability or validity of the remaining provisions.

14. NON-WAIVER

The failure of Seller to insist upon the strict performance of any of these Terms will not be deemed to be a waiver of any of the rights or remedies of Seller, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these Terms will be valid unless in writing signed by a duly authorized representative of Seller.

15. GOVERNING LAW

This Agreement is deemed to be made under and shall be construed in accordance with the laws of the State of Texas, exclusive of the conflict of laws provision thereof. The Parties hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of Matagorda County, Texas for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.