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Goodfellow Corporation

TERMS AND CONDITIONS OF SALE

 

1.       Entire Agreement:

All sales of products (the “Products”) by Goodfellow Corporation (“Goodfellow”) to a Buyer in the USA (“Buyer”) are subject to the following terms and conditions (“Terms”). The related sales invoice, sales acknowledgement, drawings and specifications expressly agreed to in writing by Goodfellow and these Terms and Conditions of Sale constitute the entire contract between Goodfellow and Buyer (the “Agreement”). NO ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS THAT MAY BE PRINTED ON A BUYER’S PURCHASE ORDER OR OTHERWISE WILL BE APPLICABLE. Written correspondence includes electronic methods.

2.       Orders and Deliveries:

2.1.  All orders are subject to written acceptance by Goodfellow.

2.2.  Delivery schedules are tentative and are based upon the best information available at the time of order acceptance or quotation. All reasonable steps will be taken to try to meet delivery schedules.

2.3.  Unless otherwise agreed in writing, all Products are shipped on a free delivered basis by an agent nominated by Goodfellow with Goodfellow bearing the risk of loss to the Products while in transit. In the event of the Buyer nominating a preferred method of shipment, Buyer will be responsible of all risks.

2.4.  If applicable, the Buyer will be advised of any specific order handling charges in writing.

2.5.  The risk in the Products shall pass to the Buyer at the time of delivery.

2.6.  Title shall pass to the Buyer upon payment in full of the associated sales invoice(s).

2.7.  Any claim regarding the quality or condition or quantity of the Products must be made to Goodfellow within fourteen (14) days of receipt of the Products. Failure to make a claim within this period will constitute a waiver of said claim.

2.8.  In the event of Buyer canceling an order, Goodfellow reserves the right to charge Buyer for all costs incurred by Goodfellow up to the time of cancellation.

3.       Prices and Quotations

3.1.  Unless otherwise stated, price quotations are fixed for a period of 30 (thirty) days. 

3.2.  PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. Any such changes will not affect those orders which have been accepted and scheduled for delivery. 

3.3.  Prices are not binding unless and until these have been confirmed in writing by Goodfellow.

4.       Payment

4.1.  All orders are invoiced upon shipment.  

4.2.  UNLESS OTHERWISE AGREED IN WRITING AT THE TIME THE ORDER IS PLACED, OUR STANDARD TERMS OF PAYMENT ARE 30 (THIRTY) DAYS FROM THE DATE OF THE INVOICE.

4.3.  Goodfellow accepts payment of invoices by credit, debit or charge card.

4.4.  Unless otherwise agreed in writing, Buyer shall pay all sales, use, excise or similar taxes. In lieu of certain taxes, Buyer may provide Goodfellow with a tax exemption certificate acceptable to the taxation authorities. Buyer agrees to reimburse Goodfellow for any amounts which may be incurred on behalf of the Buyer.

4.5.  If Products are to be delivered by installments, as part shipments or against a schedule, Goodfellow shall be entitled to provide an invoice for each delivery as and when made. PAYMENT FOR ALL DELIVERED INSTALLMENTS SHALL BE DUE WITHIN 30 (THIRTY) DAYS FROM THE DATE OF THE INVOICE. Failure by the Buyer to pay an invoice for an installment by the due date for whatever reason shall entitle Goodfellow to suspend deliveries until the invoice is paid in full.

4.6.  Goodfellow reserves the right to charge interest on invoices not paid by the due date at the rate of 2% (two percent) per month or at the maximum lesser rate permitted by law. If collection of the amount by an attorney becomes necessary, Goodfellow reserves the right to charge reasonable attorney’s fees in addition to any other payments which may be granted. 

5.       Returns Policy

5.1.  Some Products are not returnable to Goodfellow due to their nature. These include, but are not limited to, powders, custom made items and damaged items (unless damaged in transit). 

5.2.  IF IT IS NECESSARY TO RETURN A PRODUCT, PLEASE CONTACT GOODFELLOW TO OBTAIN A “GOODS RETURN NUMBER” (GRN). REQUESTS MUST BE MADE WITHIN 14 (FOURTEEN) DAYS OF RECEIPT OF THE PRODUCTS. Products must not be returned and will not be accepted without a GRN. 

5.3.  Goodfellow reserves the right to either credit at the purchase price the value of the returned Products or replace with new. If a credit is made and depending upon the situation deductions may be made for handling, inspection and administration. If Product is returned for restocking, a minimum restocking fee of 20% (twenty percent) of the original invoice value will be charged. 

6.       Limitation of Liability

BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER INCLUDING BUT NOT LIMITED TO ALLEGED BREACH OF WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY THE BUYER FOR THE PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE. IN NO EVENT SHALL GOODFELLOW BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER BUYER’S CLAIM IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN CONSIDERATION OF THE SALE OF THE PRODUCT TO THE BUYER,THE BUYER AGREES TO INDEMNIFY AND HOLD GOODFELLOW HARMLESS FOR ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF BUYER’S HANDLING AND/OR USE OF PRODUCT, WHETHER ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE OR MATERIAL.

7.       Limited Warranty

The information provided by Goodfellow has been obtained from reliable and dependable sources and is correct to the best of our knowledge. However, we cannot guarantee it as such. We warrant title as provided in the Uniform Commercial Code. WE MAKE NO REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO OUR PRODUCTS WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCES OR MATERIALS.

8.       Uses and Patents

8.1.  If the Buyer supplies the design and/or specification of the Products, Buyer represents and warrants that: 

8.1.1.  it has all intellectual property rights necessary and appropriate for the intended use of all designs, materials, parts and components which may be supplied to Goodfellow;

8.1.2.  it has conducted such testing as felt necessary and prudent to ensure that the Products to be produced by Goodfellow from the design, plan and specifications supplied by the Buyer will meet their intended requirements and purpose.

8.2.  Buyer agrees to indemnify, defend and hold Goodfellow and its officers, directors, employees and the like harmless from and against any and all liability for costs or damages made against Goodfellow for infringement of any intellectual property rights, including patents, associated with the Products which have been produced to the designs or specifications supplied by the Buyer.

9.       Force Majeure

9.1.  Goodfellow shall not be liable for any delays in performing contractual obligations due in whole or in part to any contingency beyond is reasonable control, including governmental laws, ordinances, rules or regulations, or acts of God, labor disputes, strikes, accidents, fires, terrorism, war, floods or sabotage or any other events, occurrences or conditions beyond the control of Goodfellow. 

9.2.  If the Buyer fails to take delivery of the Products due to reasons beyond the control of Goodfellow, Buyer shall pay the invoiced price for the Products in line with the usual terms. 

10.    Cancelation

This Agreement or any clause in the Agreement may not be changed without the written consent of Goodfellow. Such consent will not be given unless the Buyer agrees to pay all costs and expenses as determined by Goodfellow.

11.    Assignment

Buyer may not assign its orders or any contract in which these Terms are incorporated or to which the Terms are attached or made part of, or any right or interest, without the prior written consent of Goodfellow.

12.    Severability

If any provision contained in these Terms is held by final judgement of a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the remainder of the Terms and this action shall not affect the validity and enforceability of the balance of this Agreement.