The following terms and conditions apply to all parts-related sales transactions between The Gator Center (“Seller”) and the Customer (“Buyer”) except where the parties have entered into a written master parts agreement that governs such sales.

 

1. Orders: All purchases of Parts by the Customer are governed by this Agreement, and no additional or different terms or conditions contained in any request for proposal, purchase order, acknowledgment, or other forms or correspondence will be of any force or effect.

 

2. Payment: All prices are quoted and payable in the U.S. Seller reserves the right to discontinue any or all of the accepted payment methods or add additional payment methods. All sales, use, excise, and similar taxes, freight, and any cost to export the Parts from the United States or to import the Parts into the country of final destination are accountable separately. If applicable, Buyer shall furnish Seller with a certificate of exemption from any applicable taxing authority. 

 

3. Availability: Parts are subject to availability. Sellers may cancel any order or any part of an order at any time. Buyer may cancel any order or any part of an order provided the part is not labeled as a non-cancelable/non-returnable part. If Customer is delinquent in the payment of any invoice or is otherwise in breach of this Agreement, Seller may withhold shipment (including partial shipments) of any order. Seller retains the right to suspend the performance of any order or require payment in cash, security, or other adequate assurance satisfactory to Seller when, in its opinion, Buyer’s financial condition or other grounds for insecurity warrant such action.

 

4. Shipping: For Customers with a shipping address in the continental United States, shipping rates will be quoted in the shopping cart at the time of purchase. For orders outside the continental United States, the shopping cart will not have a quoted amount for shipping. For these orders, Customers may contact the Seller for a shipping quote prior to order fulfillment. In the event an item ordered requires truck freight, the shipping/freight department will prepare a freight quote for the Customer to approve prior to the final processing of an order. 

 

5. Delivery: All Parts purchased by Customer pursuant to this agreement will be shipped and risk of loss shall pass to Customer. Freight charges are estimates and may be adjusted at the time of invoicing to reflect increases in transportation costs. An estimated shipping date will be established by the Seller upon receipt of orders. Seller assumes no liability for loss or damage, including consequential damage, due to delays. Supplier will notify Customer of any anticipated delay. Supplier reserves the right to deliver the order in installments. Each installment may be invoiced separately, and Customer will pay each invoice when due. Delay in delivery of any installments shall not relieve the Customer of its obligations to accept the remaining installment. 

 

6. Compliance with Export Regulations. It is understood that Seller and Buyer are subject to United States laws and regulations controlling the export and re-export of the Parts. Customer shall not export or re-export, directly or indirectly, any Parts to any country or to any person or entity to which such export or re-export is restricted by United States law or 9023: Parts Terms and Conditions of Sale (9.29.2022) Page 2 of 3 regulation (“Export Control Regulations”). Buyer represents that they have provided to Seller complete and accurate information including the identity, the country of destination of the Parts, and the use of any freight forwarder, consignee, or other party involved in this transaction. 

 

7. Limitation of Liability. In no event shall the Seller be held liable for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract or otherwise.

8. Applicable Law. For delivery of Parts to the United States, Mexico, South, Central, or Latin America, this agreement shall be construed in accordance with the laws of the State of Iowa without regard to its conflict of law rules. Any action or claim arising out of or relating to this agreement may only be brought in the state or federal district court for Webster County, Iowa. For delivery of Parts to Canada, this agreement shall be construed in accordance with the laws of Canada applicable therein. The parties each expressly consent to suit in such a forum and waive any objections as to personal jurisdiction, venue, or inconvenient forum. If Customer fails to pay any amounts due to Seller, Customer shall pay Seller’s costs and expenses of collection, including attorney’s and legal fees.

 

9. Exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in accordance with Article 6 of the Convention.

 

10. Confidentiality. Each party shall hold the information it receives in confidence, including, but not limited to, pricing, rebates, and the terms and conditions of this agreement, and shall protect it using at least the same degree of care it uses to protect its own proprietary and confidential information, but in no event may either party use less care than a reasonably prudent person in a like situation. Neither party shall disclose or permit access to the confidential or proprietary information of the other party without the disclosing party's prior written permission, except for Seller’s authorized dealers and each party's legal, insurance, and accounting advisors, as appropriate. Any proprietary information concerning Seller, its Parts, data, documentation, services, or manufacturing processes disclosed to the Customer incident to the performance of this agreement remain the property of Seller, and no rights are granted to Customer in the same. Seller’s confidential information may be used by the Customer solely to use or service the Parts.

 

11. Assignment. Neither party may assign this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Any assignment without consent shall be null, void, and of no force or effect. Notwithstanding anything contained herein, upon notice to the other party, this agreement may be assigned to a party’s parent entity or affiliates or to a successor entity in the event of a merger, consolidation, transfer, sale, stock purchase, or public offering.

 

12. Force Majeure. Neither party shall be responsible for delays or failure in performance of the Agreement (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailability or shortages of materials, or any other occurrence beyond its reasonable control. 

 

13. Seller’s Agents. No agent, employee, representative, or dealer of Seller has any authority to bind Seller to any affirmation, promise, representation, or warranty concerning any of the Parts.

 

14. Notices. Any notice required under the Agreement shall be in writing and shall be given by certified mail, return receipt requested, postage prepaid, or by recognized overnight delivery service to the address provided to Seller as set forth above or to Seller at 2650 200th Street, Fort Dodge, IA, 50501, U.S.A., attention: Parts Department. 

 

15. Originals. The parties agree that for any transactions subject to this agreement, facsimile signatures shall be accepted as original signatures, orders may be transmitted electronically, and any document created under this agreement may be maintained in an electronic document storage system, a copy of which shall be considered an original. The parties agree not to raise any objection to the authenticity of this agreement or any document created based on the use of a facsimile signature, electronic order, or the use of a copy retrieved from an electronic storage system.

 

16. Severability. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining provisions of this agreement.

 

17. Entire Agreement/Modifications. Except as provided above, nothing contained in any purchase order or Customer-issued document will in any way serve to modify or add any terms or conditions to the sale of Parts by Seller to Customer pursuant to this agreement. The parties agree that the terms and conditions of any order placed by Customer shall be governed only by these terms and conditions. This agreement and any exhibits are the full and complete statement of the obligations of the parties relating to the subject matter hereof and supersede all previous agreements, understandings, negotiations, and proposals. No provisions of this agreement shall be deemed waived, amended, or modified by any party unless such waiver, amendment, or modification is in writing and signed by a duly authorized representative of the parties.