GEMPLER'S 100% Guarantee
All purchases are 100% guaranteed. If you are not satisfied with your purchase for any reason, GEMPLER'S will give you your choice of a full credit, equal exchange, or your money back. Please call our Customer Services Department for your Return Authorization Number before returning items.
It is acknowledged that no order shall be deemed accepted unless and until it is verified and accepted by GEMPLER'S in a continental United States facility. Purchaser further consents that submission of its order shall subject Purchaser to the jurisdiction of the courts of the United States and the state of acceptance.
GEMPLER'S is required to charge national, state and local sales tax on all purchased items for which a US customer sales tax exemption certification is not on file.
Price and Payment
All prices are subject to change without notice. All prices are listed in United States Dollars. Unless specified otherwise in writing, payment in advance is required, preferably via wire transfer. Payments must be made in U.S. Dollars.
Purchaser agrees that any credit balances issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any balance remaining will be subject to cancellation, and GEMPLER'S shall have no further liability.
Freight is FOB Janesville, Wisconsin U.S.A. and is prepaid and added to invoices on all orders. At GEMPLER'S option, freight policy for export orders may be subject to special terms and conditions. If any item is backordered on an order qualifying for freight prepayment, that item will be shipped prepaid as Purchaser's exclusive remedy. Title and risk of loss shall pass to Purchaser on delivery to the common carrier or vessel in the United States. If product is damaged in transit, we will assist Purchaser with filing a claim with the carrier, vessel, and/or insurance company.
Country of Importation
Purchaser represents that it is purchasing the products for the purpose of exporting them from the United States and importing them to the country specified in Purchaser's purchase order. Purchaser agrees that the products will be shipped to that destination in compliance with the laws of such country, and that there will be no re-export or diversion. If requested by GEMPLER'S, Purchaser shall provide documentation satisfactory to GEMPLER'S verifying delivery at the designated port of entry.
Export and Import Licenses; Permits and Freight Forwarder
Unless expressly agreed otherwise, Purchaser shall be responsible for obtaining and paying for any permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the products into the designated country of importation, and it shall comply with all laws and regulations thereof. Purchaser shall select and pay the freight forwarder who shall solely be the purchaser's agent. The freight forwarder's actions shall not be deemed authorized by, or binding upon GEMPLER'S, unless expressly agreed to by GEMPLER'S.
Foreign Corrupt Practices Act
Purchaser acknowledges that it is not the agent of GEMPLER'S and represents and warrants that it has not and covenants that it will not pay anything of value to any government employee in connection with the resale of the products.
Except as described in our guarantee, there are no express warranties or implied warranties including, but not limited to, merchantability and fitness for a particular purpose.
GEMPLER'S shall not be subject to and disclaims:
(1) Any other obligations or liabilities arising out of breach of contract or of warranty,
(2) Any obligations whatsoever arising from tort claims (including negligence and strict liability) or arising under other theories of law with respect to products sold or services rendered by GEMPLER'S, or any undertakings, acts or omissions relating thereto, and
(3) all consequential, incidental, and contingent damages whatsoever.
GEMPLER'S liability in all events is limited to, and shall not exceed, the purchase price paid.
Local Safety Standards and Regulations
Products sold by GEMPLER'S are designed to meet stated U.S. Safety standards and regulations. Because local safety standards and regulations vary significantly, GEMPLER'S cannot guarantee that our products meet all applicable requirements in each locality. The Purchaser assumes responsibility for compliance with such safety standards and regulations in those localities in which the products will be shipped, sold and used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, and be sure that the product, installation, and use will comply with them.
No Warranties to Consumers
GEMPLER'S makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.
Manufacturers' Warranties & Sales Literature
Most of the products supplied to GEMPLER'S are warranted to the final consumer by their manufacturer; copies of such warranties are supplied with the product or are available from the manufacturer. As a service, GEMPLER'S will obtain copies of consumer warranties from the warrantor and will furnish them free of charge to customers who request them. Address requests to: GEMPLER'S, PO Box 5175, Janesville, WI 53547-5175.
Requests must include the GEMPLER'S order number and the manufacturer's model number of each product for which a copy of the warranty is requested. GEMPLER'S may also furnish sales brochures and other literature of the manufacturer. GEMPLER'S assumes no responsibility for the content of such warranties or sales literature by performing this service.
Trademarks and Copyrights
Purchaser acknowledges that it has no right, title or interest in the trademarks or copyrights in the products, and Purchaser covenants that it will take no action to register or otherwise interfere with such rights.
Governing Law; Limitations
These terms and conditions shall be construed, interpreted and performed exclusively according to the laws, excluding conflict of law rules, of the State of Wisconsin, United States of America. Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen. The provisions of the Uniform Commercial Code as adopted by the State of Wisconsin, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.
Actions by GEMPLER'S for nonpayment by the Purchaser of the purchase price of products sold by GEMPLER'S, or for redress of other breaches by the Purchaser of the Terms and Conditions of Sale, may be brought by GEMPLER'S, at its option, before any judicial court of competent jurisdiction. At GEMPLER'S option, disputes between the Purchaser and GEMPLER'S, including all claims for non-performance by GEMPLER'S, shall be finally settled by arbitration in Green Bay, Wisconsin, USA under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the internal laws (except conflict of law rules) of the State of Wisconsin, USA.
GEMPLER'S shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, or any other circumstances or causes beyond the control of GEMPLER'S in the conduct of its business.
On any sales on open account, the Purchaser hereby grants to GEMPLER'S a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to GEMPLER'S. Purchaser agrees to file any financing statements or other appropriate document with its governmental authorities to assure the validity, priority, and enforceability of the lien. Purchaser agrees to inform GEMPLER'S immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
Purchaser shall not assign any order or any interest therein without the written consent of GEMPLER'S. Any actual or attempted assignment without GEMPLER'S prior written consent shall entitle GEMPLER'S to cancel such order upon notice to Purchaser without liability to GEMPLER'S.
Modification of Terms
GEMPLER'S acceptance of any order is subject to Purchaser's assent to all of the terms and conditions of access and sale as set forth herein. Purchaser's assent to these terms and conditions shall be presumed by Purchaser's acceptance of all or any part of the goods or services ordered. All other contrary terms and conditions are expressly rejected, and no addition or modification of terms and conditions shall be binding upon GEMPLER'S unless agreed to by GEMPLER'S in writing.
GEMPLER'S and Purchaser are independent contractors. Purchaser is not authorized to and shall not make any representations on behalf of which are binding upon GEMPLER'S.
If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions.
The terms and conditions in GEMPLER'S Web Site Terms of Access, Terms of Sale, Quotations, Invoices, and Catalog Sales Terms and Conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between Purchaser and GEMPLER'S.