GP Reeves Terms & Conditions

Quote Terms & Conditions:

1. These terms and conditions on this Quote, including all additions added by GP Reeves (hereinafter “Agreement”) represent the sole governing document and agreement between GP Reeves, Inc. (hereinafter “GP Reeves”) and Purchaser for GP Reeves’ products and services and supersede all previous terms and conditions, representations or guaranties, verbal or otherwise, and is intended to be a final expression and complete statement of the parties agreement. Except as expressly provided herein, this Agreement shall not be modified or supplement in any respect except by written agreement signed by both parties stating their intent to modify this Agreement. All purchase orders shall be deemed to reference this Agreement as the sole governing document for the sale of GP Reeves products and services.
2. All orders must be in writing and accepted by a specific designee of GP Reeves. Acknowledgment of receipt of a purchase order does not constitute acceptance or modification of these terms of sale. An agreement subject to these Terms and Conditions may not be assigned or transferred by Purchaser to any third party without written consent of GP Reeves.
3. The performance of an agreement subject to these Terms and Conditions will be governed by the laws of the State of Michigan. Resolution of any dispute between the parties shall exclusively be in the State of Michigan, and Purchaser consents to jurisdiction in Michigan. GP Reeves shall be entitled to all attorneys’ fees and costs incurred to enforce this Agreement.
4. Should the product need to be held at G.P. REEVES’ facility over 30 days past completion due to customer request or failure to pay, a monthly storage fee of $500 will occur.  
5. Purchaser warrants and represents that it shall comply with all laws and regulations of the United States applicable to the export from the United States (including transshipment) of goods purchased hereunder and the export, disclosure or other transmission of any technical data as may be in force and effect from time to time. Purchaser shall obtain, at its expense, all requisite governmental licenses, permits and approvals for the export of such goods and technical data.
6. The items and conditions of this Agreement only will apply to each order accepted or shipped by GP Reeves, and Purchaser’s acceptance is solely limited to the terms of this Agreement, notwithstanding the prior or subsequent use or tender by Purchaser of any other document purporting to govern the terms of this purchase. Purchaser may, however, use its standard order form to order Products pursuant to this Agreement, provided that only the typed or handwritten provisions on the face of an order specifying the Products, price, quantities and order dates may supplement this Agreement if they are not inconsistent with this Agreement, and all other terms of Purchaser’s order will be deemed a material alteration of GP Reeves’ terms, and are objected to, rejected and deleted and shall not become a part of this Agreement even if the order is accepted by GP Reeves. This provision will apply even if Purchaser’s request for quote, purchase order or any other document (except a signed written modification as described in Section 1) states otherwise.
7. Shipping will be the responsibility of the Purchaser. GP Reeves will package the product and prepare it for shipping. Pricing is based on the schedule stated in this proposal. Changes in the schedule or scope must be re-quoted. GP Reeves reserves the right to not ship any product or provide any service in the event Purchaser’s financial condition or prospects become unsatisfactory to GP Reeves.
8. Past due balances shall be subject to a financing fee of 1 ½% per month. Any expenses incurred by GP Reeves to collect unpaid amounts, including actual attorney fees and costs, shall be the obligation of Purchaser. A returned check fee of $25 will be charged for each check that is rejected by the bank.
9. Purchaser shall pay for all taxes and duties resulting from this Agreement and for any other activities therein, but exclusive of taxes based on GP Reeves income. Any personal property taxes assessable on the equipment supplied by GP Reeves shall be borne by Purchaser.
10. Purchaser shall indemnify and hold harmless GP Reeves for any and all claims, demands, damages, or judgments including incidental costs and attorneys’ fees incurred in connection therewith against GP Reeves for injuries or damages to any third-parties or users of equipment sold by GP Reeves to Purchaser.
11. Purchaser agrees that all photos or video taken by GP Reeves of both the system and any provided parts can be used in any and all marketing efforts, unless otherwise specified by the purchaser.
12. Purchaser agrees not to engage in or conduct any reverse engineering or analysis of the equipment supplied by GP Reeves, nor cause nor request any other company, person, or entity to do the same for the purposes of analyzing the equipment supplied by GP Reeves without the prior written consent of GP Reeves. In any event, any information, regardless of its source, concerning the equipment supplied by GP Reeves shall be considered technical information and know-how that belongs to GP Reeves.
13. Purchaser agrees to keep in confidence all technical information and know-how disclosed to it by GP Reeves and agrees not to use for any purpose whatsoever, nor disclose to any third party any such technical information and know-how without the express written consent of GP Reeves.
14. The obligations of confidentiality and use, as set forth above, shall not apply to any information, that which:
    (a) is already disclosed through public use in printed publications;
    (b) after the disclosure becomes disclosed to the public in printed publications through no-fault of Purchaser;
    (c) Purchaser can show by prior written documentation was in its possession at the time of the disclosure and was obtained from a source other than GP Reeves or another party who is not under obligation of confidentiality with respect to such information from GP Reeves;
    (d) Purchaser can show the information was subsequently disclosed to it by third parties having no direct or implied obligation to GP Reeves, and the information was not obtained in violation of this Agreement; or
    (e) is subsequently developed by an employee of Purchaser who has no access to the technical information and know-how disclosed by GP Reeves to Purchaser.
15. Nothing in this Quote, nor in any performance by GP Reeves shall be deemed by implication or otherwise to convey to Purchaser any right under any patents, patent applications or inventions, trade secrets, or confidential information owned by GP Reeves, nor shall this proposal be deemed a commitment of any kind by GP Reeves to enter into any further agreement with Purchaser.
16. Initial Use and Inspection. For 20 days after shipment by GP Reeves of the product, Purchaser shall have the right to examine and test the product to determine if it complies with any technical specifications provided by Purchaser at the time of ordering the product (“Technical Specifications”) . If Purchaser finds the product does not conform with the Technical Specifications, and such nonconformity unreasonably prohibits the product from performing as designed, Purchaser shall notify GP Reeves in writing of the defect within 30 days after shipment by GP Reeves. Otherwise, Purchaser shall be deemed to have accepted as of the 30th day after GP Reeves’ shipment. Except as provided herein, upon notification by Purchaser of any defect as described in the above paragraph, GP Reeves shall within 120 days, at its own expense, modify the product to eliminate such defects. Purchaser agrees to grant GP Reeves reasonable access to the product at Purchaser’s facilities to effect modifications. If notice that a defect continues to exist, the time period for modification and the process of providing notice, as provided above, will apply. If GP Reeves either elects to not modify the product or is unable to modify the product to conform with the Technical Specifications or otherwise conform to commercial standards, Purchaser may return the product to GP Reeves and receive refund of the purchase price, which remedy shall be Purchaser’s sole and exclusive remedy, regardless of any notification to GP Reeves of any incidental or consequential damages or the potential thereof.
17. GP Reeves’ obligations to eliminate defects shall be waived by Purchaser and the Purchaser shall be deemed to have accepted the product if: (a) the product is used in a way other than intended and set forth in this Agreement and/or the documentation accompanying the product, (b) maintenance is not performed in the prescribed manner, (c) the product is serviced by someone not authorized by GP Reeves, (d) the product is integrated with another manufacturer’s product without the approval of GP Reeves, or it is integrated improperly, (e) all Assumptions have not been met or otherwise are a factor in the performance of the product or (f) GP Reeves provided a disclaimer or warning to Purchaser regarding the feasibility of the design of the product.
18. Upon Acceptance of the product by Purchaser, GP Reeves shall have no further obligations to repair the product except as provide in the warranty described below. Notwithstanding anything hereto, the contrary, GP Reeves performance of any modification when there is no obligation to do so shall not create any additional rights to Purchaser or otherwise act as a waiver of the express provisions in this Agreement.
19. WARRANTY. GP Reeves provides a one-year warranty on all components, excluding normal wear or issues caused in whole or part through improper usage, care, or maintenance. If GP Reeves is notified in writing of a warranty claim within one year of shipment, it will timely investigate the issue, and if covered by the warranty, it will repair or replace the component within 30 days. The warranty will be extended for an additional six months for any components replaced or repaired by GP Reeves. Any subsequent warranty claim on repaired or replaced components must be received within six months of the work being performed. Other than as provided in this Section and under the heading “Initial Use and Inspection”, GP Reeves makes no other agreement or warranty, express or implied, of any nature regarding the condition or performance of the equipment sold to purchaser, including without limiting the generality of the foregoing, each warranty of merchantability and fitness for a particular purpose.
20. Limitations of damages. GP Reeves shall not be liable for any special, incidental, or consequential damages arising out of the supply of equipment or providing of service to purchaser, even if GP Reeves has been advised of the possibility of such damages GP Reeves’ liability for any because whatsoever is limited to the total price paid to GP Reeves. No action, regardless of the forum thereof, shall be brought more than one (1) year thereafter the cause of action has arisen.

Pricing Terms & Conditions:

• All prices are in USD and do NOT include sales tax. Please include sales tax exemption certificate with purchase order.
• One-year warranty on all components (GP Reeves and non-GP Reeves), excluding normal wear.
• Upon issuance of a purchase order, there will be a minimum cancellation charge of 15%. As the project progresses, this charge could increase based on GP Reeves’ investment at the time of cancellation.
• This proposal is based on customer requirements as interpreted by GP Reeves incorporated. If any major deviations are taken from this proposal concept by the customer, GP Reeves reserves the right to re-evaluate the concept and submit a revised proposal.
• The schedule for installation/start-up of the proposed equipment is to be mutually agreed upon between GP Reeves and the customer prior to delivery of the equipment. Major changes in this schedule by the customer subsequent to shipment could impact resource availability and may require a change in the contract price.
• In an effort to be more environmentally conscience, we no long provide a hard copy of the system manuals. A digital copy will be provided free of charge. A hard copy may be purchased for an additional cost.
• GP Reeves understands that all taxes, duties, fees and other assessments are exclusive of the contract value and therefore are not included.
• A 3% convenience fee will be added for all payments by credit card.
• Quote is valid for 30 days