All users accessing the website are bound by these Terms and Conditions. Any user not in agreement with any section of these Terms and Conditions shall refrain from accessing the Website.
Proprietary rights to content. Website contents such as text, data, photographs, videos, graphics or any other elements, are the sole property of GCC and are protected by copyright, trademarks, service marks, patents, trade secrets, data rights, advertising or privacy rights and/or other rights and intellectual property laws. The reproduction, modification, distribution, transmission, publication, or exhibition of such contents without GCC´s written authorization is strictly prohibited. All information on the website is intended for informational purposes only.
Goods and Services of Third Parties. The products and/or services marketed within the website and/or links to third-party sites are provided by merchants independent of GCC. GCC is not responsible for any third-party products or services appearing on the website (such as links and banners). There is no employment relationship, association or partnership between GCC and said third parties. Any and all third-party information and content solely represents the opinions and judgment of the third party.
Limitation of Liability. GCC is not responsible for any direct, special, incidental, indirect, or consequential damages that in any way (including without limitation, damages for business interruption, loss of data, or any other monetary loss) derive or relate to (i) the use of this website and its services, (ii) any information or graphics contained or published on or through this website, and (iii) any update of the information on this website and its Terms and Conditions. GCC does not assume any responsibility for the use of the information contained or published on this website. The information on the website may contain technical inaccuracies or typographical errors.
Indemnification. Website visitors agree to indemnify, defend and hold GCC and all its affiliated companies, affiliates, representatives, directors, owners, agents, employees, information providers, partners and licensees harmless from any and all liability or responsibility arising from the use of the website. This includes costs incurred in claims related to any breach of these Terms and Conditions, any unauthorized use or distribution of its contents or any infringement of the foregoing statements, warranties or clauses, including without limitation, reasonable expenses and attorney’s fees.
Right to modify. GCC may change this website at any time without notice but does not assume any responsibility to update it.
Applicable Law and Jurisdiction. These Terms and Conditions and all matters arising from or relating to these Terms and Conditions shall be governed by the laws of the country of Mexico. GCC and the User expressly renounce to any other jurisdiction that by reason of their nationality, residence or place of business could correspond now or in the future. Any disputes between GCC and the website visitor shall be governed by the laws of the country of Mexico without regard to choice-of-law principles. The prevailing party in any dispute shall be entitled to its reasonable attorneys’ fees, expenses, and costs incurred in such dispute.
Sales Terms and Conditions
1. Acceptance. In consideration of maintaining a commercial charge account for the Buyer and for the provision of the personal guaranty below, Buyer, the person(s) signing the Personal Guaranty (“Guarantor”), and the GCC entity maintaining such charge account agree to the standard terms and conditions contained in this Application for Credit and Sales Agreement (“Agreement”) regarding all purchases made by Buyer or anyone authorized by Buyer. Use of the commercial charge account by Buyer will constitute acceptance of this Agreement. If this is a joint account, each party listed on the Application for Credit will be bound jointly and severally. Upon prior reasonable notice to Buyer, GCC may change the terms and conditions of sale set forth in this Agreement, and the new terms and conditions will apply to all purchases made after GCC’s notice.
2. Payment/Finance Charges. Payment for charges made on the account during a specific month are due in full on the last day of the month following the purchase of the Commodity, without any right of setoff or retention. If payment is submitted by mail, payments postmarked by the U.S. Post Office on or before the last day of the month will be considered timely paid. A finance charge will be assessed on all amounts not paid in full when due until paid in full. The finance charge will be one point five percent (1.5%) per month on the past due unpaid balance, which equates to an annual percentage rate of eighteen percent (18%) or the highest lawful rate. In addition, any amounts paid to GCC by Buyer may be applied by GCC to outstanding principal and interest and other charges as GCC deems appropriate. In addition, GCC has the right, if Buyer becomes delinquent in payments on its account, to hire a collection agency or attorney, to collect on the account. Buyer shall be liable for all costs and expenses, without limitation, reasonable attorneys’ fees incurred by GCC in the collection of any unpaid balance. GCC, at its own discretion, may suspend pending deliveries during any period when Buyer has overdue balances or evidence of a changed financial condition. GCC may exercise the right of set-off under this Agreement as to any sums owed by Buyer and/or its affiliates under any other contract or agreement with GCC.
3. Agreement Governs. Except as otherwise provided by a written document signed by Buyer and GCC, this Agreement shall supersede the terms and conditions of any Buyer’s purchases orders, invoices, without limitation, any statement that Buyer’s terms or conditions are to take precedence over any contrary provisions. This Agreement contain the entire agreement between GCC and Buyer. Except as specifically stated herein with respect to the Guaranty, no prior or subsequent understanding, oral representation, agreement, terms, or trade custom at variance with or supplemental to this Agreement shall be binding upon GCC and Buyer.
4. Security Interest/Mechanic Lien. Buyer hereby irrevocably grants GCC a purchase money security interest in all commodities purchased by Buyer, or anyone authorized by Buyer, under this Agreement, for as long as a balance remains outstanding with respect to such commodities. Moreover, Buyer acknowledges that if the commodities or services charged to Buyer’s account are used in connection with the alteration, repair or construction of any building, or for any other improvement of any real estate, GCC has the right to obtain a mechanic’s lien upon the real estate to secure payment. In addition, Buyer agrees to timely provide in writing to GCC information regarding bonding companies, general contractors or owners for the purpose of filing preliminary notices and claims on payment bonds or liens.
5. Error or Discrepancies. If Buyer believes its monthly account statement contains an error, or Buyer needs more information about a transaction included on a monthly account statement, Buyer must write GCC as soon as possible, but not later than ten (10) days after GCC issues its monthly account statement. Telephoning GCC will not preserve Buyer’s rights. The letter is to contain all particulars about the error including the Buyer’s name, address, phone number and the name of the person who prepared the notice of error. Absent such written notification from Buyer, monthly account statements shall be presumed correct.
6. Termination. GCC reserves the right to terminate this Agreement at any time, with or without cause, and terminate Buyer’s right to make further purchases under this account, but Buyer shall continue to be responsible for the obligation for which Buyer was liable prior to such termination, without limiting, all amounts owed at the time of termination. Buyer may terminate the Agreement, with or without cause, but only if Buyer has a $0.0 balance on Buyer’s account.
7. Specifications, Limited Warranty and Liability Disclaimer. All GCC commodities manufactured, transported, sold, delivered or shipped, as the case may be, under this Agreement, are warranted to conform in quality with the applicable commodity industry specification or applicable quotation, if any. Acceptance by Buyer of the commodities sold shall constitute confirmation by Buyer that the commodities meet the description and specifications. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCE, THERE ARE NO WARRANTIES, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, BY LAW, STATUTORY, OR CONTRACTUAL, PERTAINING TO THE COMMODITIES SOLD UNDER BUYER’S ACCOUNT. WITHOUT LIMITING THE FOREGOING, THERE ARE NO STATUTORY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE MADE IN RESPECT OF ANY COMMODITY SOLD HEREUNDER. Having no control over the use of GCC commodities, GCC will not guarantee finished work, nor shall GCC be responsible for the installation or condition of GCC commodities after title of such commodities shall pass upon Buyer. Any charges incident to inspections or tests made by, or on behalf of, Buyer to determine compliance with specifications, shall be paid exclusively by Buyer. Buyer´s exclusive remedy for breach of this warranty shall be to require GCC, at GCC option, to refund the purchase price for the commodities sold hereunder, to repair or to provide Buyer with conforming replacements for any nonconforming commodities.
8. Liability for Delay. In the event GCC shall be delayed or prevented from the performance of any of its obligations under this Agreement, or it shall become commercially unreasonable to perform such obligations, GCC shall not be liable to Buyer for any damages or loss caused by, without limitation, any delays in manufacturing, shipping, or delivering said GCC commodities, by reason of governmental allocations, restrictions or regulations now or hereafter in effect, earthquake, flood, tornado, fire, strikes, lockouts, labor disputes, other Acts of God, breakdown of equipment, plant failure, inability to secure rail cars, transportation shortages, changes in market conditions, shortages of materials, labor, raw materials, fuel, power or production facilities, or other contingencies beyond GCC´s reasonable control. If a shortage of the supply of GCC commodities occurs for any reason or if GCC commodities are unavailable for any reason, GCC shall have the right to apportion available GCC commodities among its customers, including Buyer, as GCC may determine at its own discretion, and Buyer shall accept such part of the commodities and pay for the part delivered pro rata at the same rate as the whole of the order agreed to be sold and on the same commercial terms.
9. Claims. ANY AND ALL CLAIMS FOR LOSS OR DAMAGE ON THE PART OF BUYER ARE LIMITED TO ACTUAL DAMAGES OF BUYER NOT TO EXCEED THE PURCHASE PRICE OF THE COMMODITY PURCHASED HEREIN. THIS SHALL BE THE EXCLUSIVE REMEDY OF BUYER. IN ADDITION, BUYER WAIVES ALL RIGHTS TO CLAIMS FOR LOSS OR DAMAGES AGAINST GCC IN EXCESS OF THOSE PROVIDED FOR IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL RIGHTS, CLAIMS OR DAMAGES WHICH BUYER MAY HAVE AGAINST GCC FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED DAMAGES, INDIRECT LOSS, OR PUNITIVE DAMAGES FROM ANY DEFAULT, BREACH OR PERFORMANCE OF THIS AGREEMENT BY GCC OR BUYER’S USE OF GCC’S COMMODITIES SOLD HEREIN. ALL SUCH SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT LOSS, OR PUNITIVE DAMAGES WAIVED BY BUYER INCLUDE, BUT ARE NOT LIMITED TO, ANY AND ALL RIGHTS, CLAIMS OR DAMAGES WHICH BUYER MAY HAVE AGAINST GCC FOR BACK CHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE COMMODITIES SOLD HEREIN, DAMAGE TO ASSOCIATED PRODUCTS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF COMMODITIES, COST OF CAPITAL, COST OF SUBSTITUTE COMMODITIES, FACILITIES OR SERVICE, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES.
10. Applicable Law and Jurisdiction. Any disputes, interpretation or enforcement arising out of or related to this Agreement, or to the business transactions between GCC and Buyer (“Dispute”), shall be resolved, construed and governed by the laws of the State of Colorado without regard to choice-of-law principles. GCC and Buyer (a) consents to the nonexclusive personal jurisdiction of the state and federal courts located in the state of Colorado in connection with any Dispute; and (b) waive any argument that the litigation venue in Colorado is inconvenient. The prevailing party in any Dispute shall be entitled to recover all of its reasonable costs and expenses, including attorneys’ fees, incurred in such Dispute. Notwithstanding the foregoing, if the Buyer is delinquent in payments on its account, nothing in this section shall affect nor bar the right of GCC or its assignees to bring any action or proceeding against Buyer or its property in order to collect on the account in the courts of other jurisdiction or fill any court action necessary to perfect a mechanic’s lien or otherwise to protect a GCC’s right to enforce a judgment obtained in litigation. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.
11. Title, Risk of Loss. Title and ownership of the commodity sold to Buyer shall remain in GCC and pass upon to Buyer, as applicable, when the commodity reaches the destination stated on the bill of lading, or delivery to, or pick-up by Buyer. Buyer shall be liable and responsible for any and all loss of, or damage to, the commodity or other persons or property until Buyer has title of the commodity.
12. Personal Guaranty. The Guarantor below personally and unconditionally guarantees the Buyer’s full compliance with all terms of this Agreement, including, without limitation, payment of all purchases ordered by Buyer, whether existing or hereafter made, whether on open account or evidenced by any instrument or documents. This guaranty shall be absolute, continuing and unlimited and shall continue until GCC receives thirty (30) days written notice from Guarantor terminating this guaranty; provided, however, that such termination shall not affect Guarantor’s liability for obligations of Buyer incurred prior to such termination. This guaranty shall not be affected by any acceptance or any payment of the indebtedness, in whole or in part, or by extension of the time, manner, form or amount of payment. This is a guarantee of payment and not of collection, and the Guarantor waives notice of acceptance, nonpayment, and protest with respect to the obligation covered hereunder. The Guarantor acknowledges and agrees that Guarantor’s liability hereunder shall not be affected by any modification of this Agreement whether made with or without the prior or subsequent notice to or consent of the Guarantor.
13. Severability. If any term, provision, covenant or condition contained herein is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
14. Confidentiality. GCC and Buyer agree that each of them will hold in confidence the content of this Agreement and all technical, commercial and business information either party may disclose to the other, except as permitted by the applicable law.
15. Miscellaneous. Time is of the essence. This Agreement may be executed in several, including electronic, counterparts and the signatures delivered by e-mail, each of which will be deemed to be an original. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns. Buyer shall not assign this Agreement without the prior written consent of GCC. Headings are inserted solely for ease of reference and are not to be considered in the interpretation. GCC and Buyer will perform as an independent party. This Agreement represents the entire understanding between GCC and Buyer with respect to the subject matter hereof, and replaces all previous agreements and understandings, and can be amended, supplemented, or changed, and any provision hereof can be waived, only by written instrument duly executed by GCC and Buyer. No failure on the part of GCC or Buyer to exercise any right, power, or remedy hereunder will operate as a waiver. All remedies hereunder are cumulative and are not exclusive of any other remedies provided at law or in equity.