TERMS AND CONDITIONS GENIE - Flipbook - Page 2
by Buyer. (a) Sales in U.S. and Canada /outside Ouebec: Unless otherwise stated in writing, for all intra-continental United
States shipments, all prices and delivery are FCA, point of manufacture (lncoterms 2010): for all other shipments, all prices
and delivery are FAS, named port of shipment (lncoterms 2010). Title and all risk of loss or damage to Products shall pass
to Buyer upon delivery as per lncoterms 2010. (b) Sales Outside U.S. or in Quebec: The risk of loss or damage to Products
will pass to the Buyer on delivery FCA, Seller's Premises (lncoterms 2010). As security for payment of the full purchase
price, legal and equitable title in the Products shall not pass to Buyer until receipt by Seller of payment in full for the Products.
Buyer is authorized to use the Products in the ordinary course of business or sell the Products to a third party. The entire
proceeds of any sale or disposition of the Products shall be held by Buyer in a fiduciary capacity for Seller. Until receipt by
Seller of payment in full, Buyer shall hold the Products In a fiduciary capacity as bailee for Seller and insure the Products
for their full replacement value against all risks. Buyer's right to possess and sell the Products shall automatically terminate
if Buyer becomes insolvent or the subject of any bankruptcy, Insolvency or similar proceedings; makes an assignment for
the benefit of creditors; or is unable to pay its debts as they become due. Upon termination of the right to possession, Seller
and its representatives may at any time enter the premises of Buyer or any third party to repossess the Products. If Buyer
pledges or otherwise encumbers any Products that have not been paid for in full, all monies owed by Buyer to Seller shall
immediately become due and payable. If any portion of this clause shall be invalid or unenforceable, then such provisions
shall be enforced to the maximum extent permitted by law and such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions of this section.
5. Delays Caused By Buyer. In the event of a delay in shipment or delivery due to delay by Buyer in furnishing delivery
instructions, arranging a method of payment satisfactory to Seller, submitting valid import permits or licenses, or any other
delay caused by Buyer or at Buyer’s request, if the Products are not shipped or delivered within five (5) days from the first
date they are ready to be shipped or delivered, then Seller shall be entitled to charge, as compensation, any additional costs
incurred related to such delay. If the Products are not shipped or delivered by the date which is ten (10) days from the first
date they are ready to be shipped or delivered, then Buyer’s order shall be deemed cancelled and Seller may, in its sole
discretion, sell such Products to another buyer without any liability or responsibility to Buyer whatsoever. Seller shall have
the right to keep payments on account already received from Buyer, and the difference between the sales price (increased
by any other and all further costs, including but not limited to attorney’s fees and expenses, storage and other costs, and
interest accrued thereon) and the price received from another buyer shall constitute a debt of Buyer and bear interest at the
same rate set forth in Section 2 herein. Seller shall be entitled to claim for any further damages suffered as a consequence
of Buyer's breach of its obligations hereunder.
6. Cancellation. Prior to delivery to place of shipment, a Product order may be cancelled only with Seller's prior consent
and upon terms indemnifying Seller from all resulting losses and damages. Seller shall have the right to cancel and refuse
to complete a Product order if any term and/or condition governing this agreement is not complied with by Buyer. In the
event of cancellation by Seller, or in the event Seller consents to a request by Buyer to stop work or to cancel the whole or
any part of any order, Buyer shall, in the event that Seller asks Buyer to do so, make reimbursement to Seller, as follows:
(i) any and all work that can be completed within thirty (30) days from date of notification to stop work on account of
cancellation shall be completed, shipped and paid in full; and (ii) for work in progress and any materials and supplies
procured or for which definite commitments have been made by Seller in connection with the order, Buyer shall pay such
sums as may be required to fully compensate Seller for actual costs incurred, plus fifteen percent (15%). Buyer may not
cancel any order after Seller's delivery to place of shipment. Orders for "Special" Equipment may not be cancelled after
acceptance, except by Seller. Items of "Special" Equipment are those that differ from standard Seller specifications, have
a limited market, or incorporate specifications that have been determined for a specific application. Determination of whether
an item of Equipment is
