Terms & Conditions of Sale

1. Agreement

1. Except as may be expressly stated otherwise in the final offer, final quote or other final proposal submitted to Buyer by Seller in writing, by fax or by email (“Final Proposal”), these Terms and Conditions shall apply with respect to the supply of all products and components and parts therefor (“Products”) and/or the provision of all services (“Services”) by or through any Gast/JUN-AIR Unit (“Seller”) to (i) any person or entity to whom these Terms & Conditions are furnished or made available with an offer, quote or proposal submitted by Seller, through Seller’s website, or otherwise and (ii) any person or entity affiliated with any person or entity to whom these Terms & Conditions are furnished or made available (collectively, “Buyer”). The Final Proposal and these Terms and Conditions together shall constitute the full, complete and final agreement and understanding between Buyer and Seller with respect to the supply of Products and/or the provision of Services by or through Seller. These Terms and Conditions together with the Final Proposal constitute the “Agreement”, provided, however, that to the extent there is any conflict between these Terms and Conditions and the Final Proposal, the provisions of the Final Proposal shall control over the provisions of these Terms and Conditions. All Products supplied and all Services provided by or through Seller will be deemed to be supplied and provided solely upon and subject to the provisions of the Agreement, unless Buyer and Seller have negotiated and signed a separate formal written agreement for the supply of Products and/or the provision of Services that specifically refers to the Agreement and expressly states that it controls over the Agreement (an “Other Agreement”), in which event, if there should be any conflict between such Other Agreement and the Agreement, the provisions of such Other Agreement will control, but solely with respect to the particular Products supplied and/or the particular Services provided under such Other Agreement.
2. Seller objects to and rejects any provisions of any documentation submitted by or on behalf of Buyer, including but not limited to, any request for proposal, statement of work, purchase order, terms and conditions, release or shipping documents (“Buyer Documentation”), that differ from the provisions of the Agreement. No acknowledgement or acceptance by Seller of any Buyer Documentation shall create an Other Agreement or otherwise constitute acceptance of or agreement to any provisions of any Buyer Documentation that differ from the provisions of the Agreement. Seller’s acknowledgment of Buyer Documentation shall merely constitute an acknowledgement of Seller’s receipt of such Buyer Documentation and Seller’s acceptance of Buyer Documentation shall merely constitute an acknowledgement of the particular Products and/or Services ordered by Buyer, the dates requested by Buyer for shipment or delivery of such Products and/or performance of such Services, the instructions of Buyer for shipment of such Products, and/or the price to be paid for such Products and/or Services, in each case, (i) only to the extent consistent with the provisions of the Agreement and (ii) without constituting acceptance of or agreement to any terms or conditions set forth or referenced in such purchase order that differ from the provisions of the Agreement.
3. The Agreement may be amended, modified or superseded only in a written instrument signed by Buyer and Seller that specifically refers to the Agreement and expressly states that it amends the Agreement.

2. Price and Surcharges

Prices are subject to being adjusted due to extraordinary market conditions. “Extraordinary market conditions” means any increase in the cost of materials caused by changes in the market or for any other reason outside of Seller’s control such as tariffs, surcharges, increased logistics costs and fluctuations in currency and raw materials. Unless otherwise stated in the Final Proposal, all prices are FCA (Incoterms 2020) Seller’s facility and are net prices to Seller excluding freight, shipping, special packaging, insurance, taxes, levies, duties, tariffs, customs, or other fees imposed by authorities, all of which are Buyer’s responsibility.

3. Payment Terms

Seller may invoice Buyer for Products upon shipment and for Services upon performance (with exceptions if Buyer requests delays). Default terms are net 30 days unless otherwise stated. Seller may require advance payment in certain cases. Late payments may incur 2% monthly charges and collection costs.

4. Security for Payment

Seller retains a first lien and security interest in all Products and proceeds until payment is made. Seller may withhold shipments, recall Products, repossess, or direct Buyer’s customers to pay Seller directly in case of default.

5. Shipment, Delivery, and Performance

Seller will ship Products as specified by Buyer or by its own discretion. All dates are estimates; Seller is not liable for delays. Title and risk of loss pass upon deposit with the carrier. Requests to delay shipments may incur fees. Claims for wrong product or quantity must be made within 30 days of shipment.

6. Software

Any software included in Products or Services is licensed, not sold, on a limited, non-exclusive basis. Buyer may not duplicate, distribute, reverse engineer, or misuse the software.

7. Prototypes, Drawings, Etc.

All prototypes, drawings, designs, specifications, samples, tooling, and documentation prepared by Seller remain Seller’s property. Buyer may only use them as authorized by Seller and may not misuse or misappropriate them.

8. Other Products

If Products are combined with other products, Seller has no liability for the resulting products. Buyer assumes all responsibility.

9. Limited Warranty – Products

Seller warrants that Products will be free of defects in workmanship and materials. Warranty periods: Gast Products 12 months; JUN-AIR Products 24 months. Remedies are limited to repair, replacement, or refund/credit at Seller’s discretion. Conditions and exclusions apply (e.g., misuse, improper storage, wear and tear, non-Seller parts, etc.).

10. Limited Warranty – Services

Services are warranted to be performed in a professional manner. Buyer must notify Seller within 30 days of performance. Remedies are limited to reperformance or refund/credit. Exclusions apply for Buyer’s instructions or actions of others.

11. Disclaimers and Limitations

The warranties in Sections 9 and 10 are exclusive. Seller disclaims all other warranties, express or implied. No liability for consequential, incidental, or special damages. Liability is capped at the amount paid for the particular Product or Service.

12. Intellectual Property Rights

All intellectual property related to Products and Services remains Seller’s property. Buyer gains no rights and must not misuse, reverse engineer, or claim ownership of Seller’s IP.

13. Trademarks

Products may contain Seller trademarks. Buyer has a limited license to use them in relation to Products but must follow conditions and may not diminish Seller’s rights.

14. Returns

Returns require authorization and compliance with Seller’s Return Goods Policy. Conditions include RGA, Buyer pays freight, risk of loss during shipping, cleaning of Products, restrictions on hazardous use, restocking charges, and no returns of custom/non-standard Products for credit.

15. Employees, Agents, Etc.

No employee, agent, or representative of Seller has authority to expand warranties or obligations beyond what is written in the Agreement.

16. Relationship of the Parties

Buyer and Seller are independent contractors. Nothing creates a partnership, joint venture, or employment relationship. Neither party may bind the other.

17. Waiver

No delay or failure to exercise any right constitutes a waiver. Partial exercise does not preclude further exercise.

18. Applicable Law

The Agreement is governed by applicable law depending on the specific Seller entity.

19. Export

Buyer must comply with U.S. and EU export controls. Ban on exports to Russia per EU Regulation 833/2014 applies. Violations constitute material breach with penalties and possible termination.

20. Indemnity by Buyer

Buyer shall indemnify Seller against claims related to Buyer’s breach of IP, trademark, export terms, other products, high-risk applications, or Buyer’s design/specifications.

21. Patent Infringement

If a Product is claimed to infringe, Seller may control the defense, replace or modify the Product, or require Buyer to cease use with a refund. Exceptions apply if based on Buyer’s designs, unauthorized modifications, or misuse.

22. Interim Relief

Seller may seek injunctions to enforce rights regarding Software, IP, Trademarks, or Export terms.

23. Force Majeure

Seller is not liable for delays or failures caused by events beyond control (e.g., natural disasters, war, government actions, shortages, strikes, epidemics, etc.).

24. Severability

If any provision is invalid, the rest of the Agreement remains enforceable.

25. Assignment

The Agreement may not be assigned without consent, except to a successor of substantially all assets/business, or by Seller to another Gast/JUN-AIR Unit.

26. Parties Bound

The Agreement binds and benefits the parties and their successors/assigns (subject to the assignment clause).

27. Termination

1. Seller may terminate with 90 days’ notice; Buyer remains liable for delivered products and services.
2. Buyer may cancel with 30 days’ notice and Seller’s approval; Buyer remains liable for completed work and 50% cancellation fee on work in progress.

Liabilities of each Gast/JUN-AIR Unit are several, not joint. Only the specific Seller Unit is liable for its agreements.