1. Order Execution

1.1 Unless otherwise agreed upon in writing, the following Purchase Order Terms and Conditions shall govern any goods and/or services covered by our purchase order (“Order”), whereby any different terms and conditions proposed by vendors and/or suppliers (“Vendor”) shall not become a part of this agreement and are hereby expressly rejected.

1.2 Vendor shall confirm each Order by signing and dating it to make it legally binding. If such confirmation is not received within three (3) weeks of order placement, we shall no longer be bound by the Order.

1.3 Any drawings or documents attached to such confirmation shall become an integral and legally binding part of the Order.

1.4 All correspondence, invoices, and shipping documents shall be dated and include the Order number.

2. Prices

2.1 Prices specified in our Order shall be legally binding. 

2.2 Prices specified in our Order are fixed and subject to VAT.

3. Delivery Schedule and Expected Ship Date

The expected ship date specified in our Order shall be legally binding, commencing on the day the Order is placed. Upon becoming aware of a potential delay in delivering a part of or the entire Order, Vendor shall notify us immediately by stating the grounds for and anticipated duration of the delay, regardless of the cause for such delay. In the event of a delay, we shall be entitled to grant a reasonable extension, upon expiration of which we may claim damages or reimbursement of expenses incurred in lieu of performance.

4. Shipment

4.1 The place of performance for the Order shall be our head office or another location specified by us.

4.2 Delivery courier and shipment terms shall be specified by us at the moment the Order is placed and might differ each time. 

4.3 Shipping Terms are, but not limited to, CIF (Cost Insurance Freight), FOB (Free On Board), and others.

4.3 In the event when CIF shipping terms are to be used, Vendor shall carry transportation insurance, and shall be liable for any damage to the goods that results from improper packaging or non-compliance with shipping instructions.

4.4 Vendor shall be responsible for ensuring that all shipments are labeled as specified, and that such information is included in the confirmation of the Order and shipping documents.

4.5 A shipping ticket shall be included with the Order, and be marked with the Order number, date, and article number to facilitate control by our receiving department. An invoice is not acceptable as a shipping ticket. Vendor shall be responsible for any consequences of non-compliance with these requirements, unless Vendor can prove that they are not responsible.

4.6 Partial shipments are not permissible, unless otherwise agreed upon. In any event, any partial shipment made shall not be deemed to be a separate transaction.

5. Warranty, Damage Claims, Reimbursement of Expenses

5.1 For a period of at least thirty-six (12) months following delivery, we shall be entitled to claim redelivery, repairs, damages, or reimbursement of expenses incurred that arise as a result of material defects or infringement claims involving the Order, the delivery of goods/services not ordered, or a shortage in the order quantity. Any longer period of claim that has been negotiated contractually or is applicable under the statute of limitations shall remain in force, especially in the event of an act of malicious intent by Vendor.

5.2 A defect in the Order shall be deemed to occur especially upon non-compliance with specified performance and consumption parameters, and for deficiencies in parts subcontracted for by Vendor. Vendor shall warrant that the goods and/or services provided comply with generally accepted professional and technical standards, occupational health and safety regulations, and our professional trade association’s binding accident prevention guidelines.

5.3 In the event the Order is deemed defective, we shall, at our discretion, request either a remedy of the defect within a reasonable period or a flawless replacement. Alternatively, we may exercise our right to a reduction in the price or a return for a full refund, prior to granting an appropriate extension period, unless Vendor is not responsible for the defect. Vendor shall reimburse us for expenses incurred to the extent permitted by law. If such remedy is unsuccessful or a flawless replacement is impossible, we shall repair the defect ourselves or have this done through a third party at the expense of Vendor.

5.4 For any replacements or repairs undertaken, Vendor shall be liable to the same extent as for the original Order.

5.5 If an Order is accepted without notifying vendor of a defect, the Order shall, nevertheless, be covered by Vendor’s warranty obligations, unless the defect involved was visible and a claim is not filed within an appropriate period.

5.6 If we claim damages in lieu of performance, we shall forfeit our right to request delivery of the Order after such claim has been fulfilled.

6. Indemnity

Vendor shall indemnify and hold us harmless from and against any product liability claims that may arise as a consequence of the delivery of a defective Order.

7. Packaging

Vendor shall package the goods properly and include complete documentation required under existing regulations.

8. Invoicing and Payment

8.1 Invoices for each Order shall be sent to us by email to accounting@beastgrip.com, specifying the Order number, date, and article number, with the duplicate clearly marked as such. The payment term shall commence upon receipt of the invoice, the ordered goods, or the documentation that is a part of the Order, whichever occurs last.

8.2 Vendor shall not assign the purchase price claim without our prior consent, which shall not be denied without just cause. In the event we have filed a legitimate claim for defects, we shall withhold payment, notwithstanding our rights to offsets and withholding as permitted by law.

8.3 Unless otherwise agreed upon, we shall settle the invoice by bank transfer, paypal or a deposit only check, at our discretion, within fourteen (14) days at an early payment discount of 3%, or in full within thirty (30) days.

9. Third Party Rights

Vendor shall warrant that no patents, copyrights, or other third party rights shall be infringed upon by the Order or its lawful use and operation. Vendor shall indemnify and hold us harmless from and against any claims that may be filed for infringement of such protective rights by Vendor or for breach of third party rights by Vendor. Vendor shall exercise such indemnity upon the first written demand made by us, and shall notify us of the existence of any ancillary rights that may represent a problem for the intended purpose of the contract.

10. Order Documents

10.1 Vendor shall provide, at no cost, in time, and without solicitation, all relevant drawings and documents, especially those we require for the installation, operation, maintenance, and repairs of the Order.

10.2 Upon request, Vendor shall hand over, free of charge, for our exclusive future use, any information, drawings, drafts, films, originals, analysis methods, guidelines, or other documents given to Vendor for manufacturing and/or testing the goods to be supplied. Vendor shall not exploit or copy such material for any other purpose or release it to a third party.

10.3 The provisions of article 10.2 shall also apply to any of the items listed in article 10.2 that Vendor prepares according to our instructions or those in our Order, or any that we may have acquired. We shall have the exclusive right of use to any such works protected by copyrights.

10.4 Vendor shall treat the Order and related work as business secrets and keep such confidential, and shall be liable for any damages we may incur through breach of this obligation.

11. Jurisdiction

Jurisdiction for any disputes that arise from or in connection with our Order shall be exclusively at our place of business indicated in the Order. The Laws of United States shall exclusively govern our relationship with the Vendor, under exclusion of the UN Convention on Contracts for the International Sale of Goods.

12. Severability

If any of the terms herein are declared void or unenforceable, the remaining provisions shall continue in full force.