GRL Solutions Holdings, LLC
22 Elm Place, 3rd Floor
Rye, NY 10580
GRL Test Solutions General Terms and Conditions
- General. These GRL Test Solutions General Terms and Conditions (these “Terms”) govern the purchase of hardware, software licenses, or both (collectively, “Products” or “GRL Products”) from GRL Solutions Holdings, LLC (“GRL”) by the person or entity identified as the purchaser or customer (“Purchaser”) in the GRL proposal or quotation to which these Terms are attached. These Terms, together with any Statement of Work or other terms governing the purchase of hardware and/or software licenses agreed to in writing by both parties, embody the entire agreement of the parties concerning the subject matter hereof and supersede all previous communications, representations, or agreements, either verbal or written, between the parties. Customer’s issuance of a purchase order in response to a proposal or quotation issued by GRL will be deemed acceptance of these Terms and any acknowledgement or acceptance GRL issues is expressly conditioned on such acceptance. GRL specifically rejects all additional, inconsistent or conflicting terms, whether printed or otherwise set forth in or attached to any purchase order or other communication from the Purchaser to GRL. The invalidity or unenforceability of any provision of these Terms in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining provisions or the validity or enforceability of such provision in any other situation or in any other jurisdiction. No waiver by GRL of any provision, term or condition hereof or of any breach by or obligation of the Purchaser hereunder shall constitute a waiver of such provision, term or condition on any other occasion or a waiver of any other breach by or obligation of the Purchaser. These Terms shall be administered and interpreted under the laws of the State of Delaware, United States, exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law; and any dispute, action, or proceeding arising under or related to these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Any such arbitration shall take place in Santa Clara, California, unless a different location is mutually agreed to by the parties, and shall be conducted in the English language.
- Purchase and Sale. If GRL accepts a purchase order issued by Purchaser, GRL agrees to deliver the GRL Products described therein to Purchaser, and Purchaser agrees to pay to GRL the purchase price, license fees, and all amounts set forth in the GRL proposal or quotation referred to in such purchase order. Payment terms are net seven (7) days from the date of invoice unless otherwise mutually agreed in writing. All overdue payments are subject to an interest charge of one and one-half percent (1-1/2%) per month. Purchaser shall also be responsible for costs of collection, including payment of reasonable attorney fees if such expense is incurred. Quoted prices exclude any applicable sales, value added or similar tax payable by Customer. Unless otherwise indicated on the GRL quotation or proposal, prices include shipping and handling charges.
- Shipping and Delivery. Unless different terms are provided in the applicable GRL proposal or quotation, deliveries of hardware and other physical goods shall be made DDP (Incoterms® 2020) to the delivery address stated in the purchase order, and GRL shall be responsible for the costs of insurance. Turnaround and delivery times are not guaranteed and where indicated are provided only as an estimate. Delivery times are based on GRL’s current availability schedule and are subject to change without notice, and GRL will have no liability for late delivery.
- End User License Agreement for GRL Software Products. If Purchaser is purchasing a license to any GRL proprietary software products (“GRL Software Products”), the Granite River Labs Software End User License Agreement included with the Software documentation shall apply to all such GRL Software Products, and such EULA is incorporated into and made a part of these Terms as if fully set forth herein, subject to the license type or other special licensing terms set forth in the applicable GRL quotation or proposal. To the extent of any conflict or inconsistency among these Terms and the EULA, the EULA shall control with respect to all matters related to GRL Software Products, and these Terms shall control with respect to all other matters. Software may contain third-party software with separate license terms that may apply and take precedence to the extent Customer’s use exceeds the license granted herein.
- GRL Standard Warranty and Disclaimer. GRL makes the warranties set forth in the Standard Warranty for Hardware and Software attached hereto as Exhibit B (the “Standard Warranty Terms”). The remedies described in the Standard Warranty Terms are Purchaser’s sole remedies, and are GRL’s sole obligations, for breach of the Standard Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE STANDARD WARRANTY TERMS ATTACHED HERETO, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, ARE MADE BY GRL WITH RESPECT TO THE GRL PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GRL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. GRL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE GRL PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, COMPATIBILITY, RELIABILITY, OR OTHERWISE AND DO NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE GRL PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE GRL PRODUCTS WILL MEET PURCHASER’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRL OR ITS LICENSORS, SUPPLIERS, OR DISTRIBUTORS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR BUSINESS INFORMATION OR FOR LOSS OF ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF GRL AND ITS LICENSORS, SUPPLIERS, AND DISTRIBUTORS (INCLUDING THEIR RESPCTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) ARISING OUT OF OR RELATED TO THESE TERMS OR THE GRL PRODUCTS EXCEED: (A) WITH RESPECT TO GRL’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 8, THE GREATER OF ONE HUNDRED THOUSAND U.S. DOLLARS OR THE AMOUNTS PAID BY PURCHASER FOR THE GRL PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM; AND (B) FOR ALL OTHER CLAIMS, THE AMOUNTS PAID BY PURCHASER FOR THE GRL PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM. Purchaser acknowledges that the applicable fees and prices reflect this allocation of risk. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to Purchaser.
- Intellectual Property Indemnity. GRL hereby agrees to indemnify, defend and hold Purchaser and its directors, officers, employees, and agents (collectively, “Indemnified Parties”) harmless from and against all damages, costs, liabilities and losses (including reasonable attorneys’ expenses) arising out of any third party claims, demands, or actions alleging that the GRL Products or Purchaser’s use thereof in accordance with their accompanying documentation infringe or misappropriate any third party’s patent, copyright, trade secret, or other intellectual property rights. The foregoing indemnity shall be expressly contingent upon Purchaser or the Indemnified Party: (a) promptly and without unreasonable delay notifying GRL in writing of any such claim, demand, action or liability; (b) cooperating in the defense or settlement thereof; and (c) allowing GRL to control the defense or settlement of the same. Notwithstanding the foregoing, GRL shall have no liability or obligation to indemnify, defend, or hold the Indemnified Parties harmless with respect to any claim, demand, or action to the extent that it results from: (i) the combination, operation or use of an GRL Product with or in equipment, products, or processes not provided by GRL; (ii) modifications to a GRL Product not made by GRL or GRL’s authorized contractor; or (iii) Purchaser’s failure to promptly use modified or replacement GRL Products provided in accordance with Section 9. Notwithstanding the foregoing, an Indemnified Party may retain its own separate counsel at its own expense. GRL’s obligations and liability under this Section 8 are subject to the limitations of liability set forth in Section 7.
- Infringement Remedy. Without limiting GRL’s indemnification obligation in Section 8, if any GRL Products or Purchaser’s use of GRL Products is enjoined, threatened to be enjoined, or otherwise the subject of an infringement or misappropriation claim, GRL shall, at its option and sole cost and expense: (a) procure for Purchaser the right to continue to use the GRL Products; (b) modify orreplace the GRL Products at issue to make them non-infringing and non-misappropriating while providing fully equivalent features and functionality; or (c) refund to Purchaser all amounts paid by Purchaser for the GRL Products that are alleged to be infringing or misappropriating, in which case Purchase must immediately cease all use thereof and return such GRL Products to GRL.
GRANITE RIVER LABS
STANDARD WARRANTY TERMS
FOR HARDWARE AND SOFTWARE
Warranty Period: Unless a quotation, proposal, or product documentation provided to you by a GRL or GRL’s authorized distributor provides a different warranty period for a particular Granite River Labs (“GRL”) product, the warranty period for GRL hardware is one (1) year, and the warranty period for GRL off-the-shelf software solutions is ninety (90) days from the date the software is delivered to a customer (or, if downloaded, from the date the software is first downloaded).
GRL Standard Hardware Warranty: For each GRL hardware product, GRL warrants that, for the duration of the applicable warranty period, such hardware product shall: (a) be free from material defects in design, materials, and manufacturing and (b) substantially conform to the specifications set forth in and perform as described in the applicable product specification sheet, owner’s manual, or other product documentation published by GRL. The foregoing hardware warranty excludes and shall not apply to: (i) ordinary wear and tear; (ii) ordinarily consumable or replaceable parts (e.g., batteries); (iii) products for which the serial number has been removed or defaced; (iv) defects caused by misuse, abuse, or accident; (v) defects caused by extreme physical stress or environmental conditions such as extreme heat or being submerged in water; (vi) defects caused by failure to properly install, operate, and maintain the products in accordance with the owner’s manual or other documentation accompanying the product; (vii) defects caused by improper connection or by a connected device not supplied by GRL; or (viii) defects caused by repairs, alterations, disassembly, or modifications made any party other than GRL or GRL’s authorized contractor. The foregoing hardware warranty applies only to new hardware products purchased directly from GRL or from GRL’s authorized distributor, and does not apply to used or refurbished products.
GRL Standard Software Warranty: For each off-the-shelf GRL software solution, GRL warrants that, for the duration of the applicable warranty period: (a) the software will perform substantially in accordance with the accompanying documentation when installed and operated in accordance with the instructions provided with such software; and (b) the medium on which the software is recorded, if any, will be free from defects in materials and workmanship under normal use and service. The foregoing software warranty applies only to GRL off-the-shelf software solutions and does not apply to software that is custom-developed by GRL for a customer under a professional services contract.
Remedies for Breach of Warranty: In the event that a GRL hardware or software product covered by either of the standard warranties above does not conform to such warranty, so long as the customer provides GRL with written notice of such non-conformance prior to expiration of the applicable warranty period, GRL shall repair or replace the non-conforming hardware or software so that it conforms to the applicable warranty. The same warranty terms that applied to the original GRL hardware or software product shall apply to the repaired or replaced product, except that the warranty period shall be extended by a duration equal to the period of time from when the customer provided notice of non-conformance until the date on which such repaired or replaced product is delivered to the customer. The remedies described in this paragraph are a customer’s sole remedies, and are GRL’s sole obligations, for breach of the Standard Hardware Warranty or Standard Software Warranty set forth above.
Warranty Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE AND ANY EXPRESS WARRANTIES CONTAINED IN A WRITTEN AGREEMENT SIGNED BY BOTH CUSTOMER AND GRL, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, ARE MADE BY GRL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GRL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.