Sales Terms and Conditions
1. Order Placement and Acceptance
1.1 Written Requirement: Due to the technical precision required for high-purity materials, all orders must be submitted in writing.
1.2 Purchase Order Requirement: Buyers must submit a formal Purchase Order (“PO”) referencing a valid American GMG Inc. (“Seller”) quotation number.
1.3 Submission Method: POs may be emailed to sales@american-gmg.com or mailed to the Seller’s headquarters.
1.4 Order Effectiveness: An order becomes binding only when the Seller issues a written Order Acknowledgement. All delivery dates are good-faith estimates; the Seller is not liable for delays caused by production adjustments, supply chain disruptions, or carrier performance.
2. Pricing and Payment
2.1 Minimum Order Value: The minimum order value is $1,000.00, excluding shipping, taxes, and specialized packaging fees.
2.2 Price Validity: The Seller reserves the right to revise or withdraw quotations at any time prior to issuing an Order Acknowledgement.
2.3 Payment Terms: Payment terms are subject to approval by the Seller’s Credit Department.
2.4 Late Payments: Overdue balances accrue a finance charge of 1.8% per month (21.6% APR). The Buyer shall be responsible for all collection costs, including reasonable attorney fees and court costs.
3. Shipping and Risk of Loss
3.1 Incoterms: All shipments are FCA (Free Carrier), Seller’s Facility – Union City, CA, USA (Incoterms® 2020).
3.2 Transfer of Risk: Risk of loss, damage, or transit delay transfers to the Buyer immediately upon delivery of the goods to the carrier at the Seller’s facility.
3.3 Shipping Arrangements:
- The Buyer may provide a valid carrier account number (e.g., FedEx, DHL, or FedEx Freight) for the Seller to ship as Collect.
- If no account is provided, the Seller will select the carrier and method. All shipping, insurance, and handling charges will be prepaid by the Seller and added to the Buyer’s invoice.
4. Transit Insurance and Claims
4.1 Claims Responsibility: As risk transfers at the Seller’s facility, the Buyer is solely responsible for filing and pursuing all claims with the carrier for lost, delayed, or damaged shipments.
4.2 Insurance Obligation: The Buyer is responsible for maintaining adequate transit insurance. The Seller is not liable for carrier performance or the outcome of any insurance claim.
4.3 Payment Obligation: The filing of a transit claim does not relieve the Buyer of its obligation to pay the Seller’s invoice in full according to the original payment terms.
5. Cancellations and Modifications
5.1 Cancellations: Orders may be canceled only by mutual written agreement. The Buyer is responsible for all costs incurred by the Seller up to the cancellation date, including raw materials, labor, and allocated overhead.
5.2 Specification Changes: Requests to modify purity, grade, or technical specifications after Order Acknowledgement may result in price adjustments and charges for work already performed.
6. Quality Disputes and Inspection
6.1 Reporting Requirements:
- Shortages/Visible Damage: Must be reported in writing within five (5) business days of delivery.
- Technical Specifications: Claims regarding purity or grade must be submitted within ten (10) business days of receipt.
6.2 Waiver: Failure to notify the Seller within these timeframes constitutes final acceptance of the goods and a waiver of all related claims.
6.3 Seller’s Remedy: For goods confirmed by the Seller to be defective, the Seller may, at its discretion, repair the goods, replace them, or issue a credit.
6.4 Independent Testing: If a purity dispute cannot be resolved, an independent laboratory in Northern California, mutually agreed upon by both parties, will perform testing. The non-prevailing party shall bear the full cost of this assessment.
7. Limitation of Liability and Force Majeure
7.1 Liability Cap: The Seller’s total liability for any claim shall not exceed the purchase price of the specific goods giving rise to the claim. In no event shall the Seller be liable for indirect, incidental, or consequential damages.
7.2 Force Majeure: The Seller is not liable for delays or non-performance caused by events beyond its reasonable control, including natural disasters, acts of war, government restrictions, labor disputes, or material shortages.
8. Governing Law and Arbitration
These terms are governed by the laws of the State of California. Any dispute arising out of or relating to these terms shall be resolved through binding arbitration in Alameda County, California, USA in accordance with the rules of the American Arbitration Association.
9. Contact Information
American GMG Inc.
29430 Union City Blvd.
Union City, CA 94587 USA
Tel: 510-675-9793
Email: sales@american-gmg.com