These Terms and Conditions (“Agreement”) constitute a legally binding agreement between GBSA, Inc. (“GBSA,” “Seller,” “we,” “us,” or “our”) and any individual or entity (“Purchaser,” “you,” or “your”) that accesses our website or purchases products or services from GBSA (collectively, the “Products” or “Services”). By accessing our website or purchasing Products or Services, you agree to be bound by this Agreement.

1. Agreement to Terms

Your access to and use of the GBSA website, as well as any purchase of Products or Services, is governed by this Agreement. You should review these terms and the associated Privacy Policy carefully before using the website or ordering Products or Services. By using the website or purchasing Products, you confirm that you accept and agree to be bound by this Agreement. If you do not agree with these terms, you must immediately stop using the website and refrain from purchasing any Products or Services. Accessing the site solely to review this Agreement or our Privacy Policy, will not be considered active use of the website.

2. Personal Information

GBSA may collect personal data through the website or during normal business operations. All personal information obtained will be handled, used, and disclosed in accordance with our Privacy Policy and applicable laws.

3. Updates to Terms

We reserve the right to modify or replace this Agreement at any time at our sole discretion. Updates may occur when new website features or Services are introduced. It is your responsibility to review these Terms periodically for updates. If you do not agree with revised terms, you must discontinue using the website and avoid purchasing additional Products or Services. Continued use of the website or purchase of Products or Services after changes become effective signifies acceptance of the updated terms.

4. Orders and Contract Formation

The sale of Products by GBSA is governed by this Agreement along with any written order-specific terms agreed upon by both parties, including pricing, quantities, product specifications, delivery details, and scheduling (collectively referred to as the “Contract”). (a) Changes to the Contract are only valid if confirmed in writing by both parties. Any waiver or failure by GBSA to enforce a provision does not waive our right to enforce other provisions in the future. (b) All purchase orders are subject to approval by GBSA unless the quotation is issued as a formal bid in response to a request, in which case the purchaser’s order constitutes acceptance of the bid. (c) Any terms included on a purchaser’s purchase order that conflict with the Contract will only apply if GBSA agrees to them in writing. (d) Once accepted by GBSA, an order may not be cancelled without our written consent and only under terms that compensate GBSA for any resulting losses.

5. Blanket Orders and Release Requirements

Purchaser may place blanket or scheduled orders for future delivery of products. Unless otherwise agreed to in writing by Seller, all quantities under a blanket order must be released for shipment within twelve (12) months from the date of the original order. Purchaser agrees to provide reasonable shipment schedules and releases in accordance with Seller’s production requirements. If Purchaser fails to release the remaining quantities within the twelve (12) month period, Seller reserves the right, at its sole discretion, to: (a) Invoice Purchaser for any remaining ordered quantities. (b) Ship the remaining quantities to Purchaser. (c) Charge reasonable storage or carrying fees for finished goods or raw materials purchased for the order. (d) Cancel the remaining order quantities without liability. Purchaser shall remain responsible for all costs associated with materials, production, or inventory acquired by Seller in reliance on the blanket order. Any extension of the release period must be agreed to in writing by Seller.

6. Pricing

Quoted prices remain valid for thirty (30) days from the date they are issued unless otherwise specified. Unless stated otherwise, pricing and delivery terms are F.O.B. GBSA facility. Transportation costs are not included. Prices do not include applicable taxes unless required by law. Any sales, use, excise, or similar taxes imposed by federal, state, local, or foreign authorities will be the responsibility of the purchaser unless a valid tax exemption certificate is provided.

7. Payment Terms

All invoices are payable in U.S. dollars within thirty (30) days from the invoice date. GBSA reserves the right to require advance payment before shipment if we determine that the purchaser’s financial condition presents a risk. If shipment is delayed at the purchaser’s request, GBSA may invoice the Products or Services once they are ready for shipment. If materials remain unshipped for more than sixty (60) days after readiness, reasonable storage fees may be applied.

8. Shipping and Delivery

Delivery dates provided by GBSA are estimates and may change. While we will make reasonable efforts to deliver on schedule, we are not liable for delays or failures caused by events beyond our reasonable control. Products will be packaged using standard commercial methods suitable for shipment. Special packaging requested by the purchaser will be provided at the purchaser’s expense. Unless otherwise specified, shipments will be made using the most economical or efficient commercial transportation method available. Claims for lost or damaged shipments must be submitted directly to the carrier by the purchaser.

9. Rejections and Returns

The purchaser is deemed to have inspected and accepted delivered Products and Services unless GBSA receives written notice of rejection, including reasons for rejection, within thirty (30) days after receipt. No returns will be accepted without prior written authorization and a Return Material Authorization (RMA) issued by GBSA.

10. Termination by GBSA

GBSA may terminate or suspend the Contract upon written notice without any liability to purchaser if (a) the purchaser breaches or threatens to breach any Contract term, (b) the purchaser refuses or threatens not to accept Services in accordance with the Contract, (c) payment obligations are not met, or (d) the purchaser becomes insolvent or subject to bankruptcy proceedings. Upon termination, GBSA will have no further obligations to the purchaser. The purchaser must immediately pay all outstanding invoices and reimburse GBSA for materials, work-in-progress, finished goods, and unrecovered costs associated with the Contract.

11. Termination by Purchaser

If GBSA fails to fulfill a material obligation or deliver Products by an agreed date and does not remedy the issue within thirty (30) days after receiving written notice, the purchaser may terminate the Contract. Otherwise, a purchaser may cancel an order by providing at least ninety (90) days notice before shipment, provided that all outstanding amounts are paid and GBSA is reimbursed for materials, work in progress, finished goods, and unrecovered engineering or tooling costs.

12. Special Tooling

Any specialized tooling used to produce Products remains the property of GBSA unless otherwise agreed in writing. Our responsibility for such tooling is limited to proper design, handling, storage, and insurance. The purchaser is responsible for costs associated with requested changes, repairs due to wear, or additional expenses caused by changes in production requirements.

13. Samples

If product samples are provided, GBSA assumes no liability related to their use or performance. The provision of samples does not create any warranty or guarantee regarding future products.

14. Prohibited Website Uses

Users may not use the website or Services for unlawful purposes or in ways that violate this Agreement. Prohibited activities include violating laws, impersonating others, sending unsolicited promotional messages, harming minors, or interfering with other users’ ability to use the website. Additionally, users may not attempt to disrupt website operations through automated tools, hacking attempts, viruses, denial-of-service attacks, or unauthorized data extraction.

15. Third-Party Content and Links

Information available through the website may include content provided by third parties. GBSA does not guarantee the accuracy or reliability of such information. Any reliance on third-party materials is at your own risk. The website may also contain links to third-party websites. These sites are not controlled by GBSA, and we are not responsible for their content, policies, or services. Your use of such sites is governed by their respective terms and policies.

16. Website Ownership and Intellectual Property

All content on the website including text, graphics, software, images, videos, and layout is owned by GBSA or its licensors and is protected by applicable intellectual property laws. You may use the website only for personal, non-commercial purposes. Copying, distributing, modifying, or publicly displaying website materials without permission is prohibited. No ownership rights are transferred to you through your use of the website.

17. Intellectual Property Infringement

If products are manufactured using designs, trademarks, or trade names supplied by the purchaser, the purchaser agrees to defend and indemnify GBSA against any claims related to patent or trademark infringement arising from such use.

18. Design Responsibility

Purchaser acknowledges and agrees that it is solely responsible for the design, engineering, testing, and validation of its products, systems, and applications in which Seller’s products are incorporated. Seller may provide technical information, product specifications, or general guidance based on information supplied by Purchaser. Such information is provided solely for reference purposes and shall not be interpreted as engineering advice, system design services, or a guarantee of performance in any specific application. Purchaser is solely responsible for determining the suitability, compatibility, and safety of Seller’s products for its intended use. Unless explicitly agreed to in writing, Seller does not assume responsibility for the design, performance, or safety of Purchaser’s equipment, systems, or products. Purchaser agrees to indemnify Seller against claims arising from the design or operation of Purchaser’s systems.

19. Application Testing Responsibility

Purchaser is responsible for conducting appropriate testing, validation, and evaluation of Seller’s products within the Purchaser’s specific system or application before commercial use. Seller does not guarantee that its products will be suitable for Purchaser’s particular operating environment without such testing. Purchaser assumes full responsibility for verifying product performance under actual operating conditions, including but not limited to temperature, pressure, chemical compatibility, mechanical stress, and environmental conditions. Failure to conduct proper testing shall not create liability for Seller.

20. Export Compliance

Products, materials, and related information may be subject to United States export control laws. Purchasers must comply with all applicable export regulations and may not transfer goods or information to prohibited countries, individuals, or entities without proper authorization.

21. Limited Warranty for Products and Services

GBSA warrants that its Products and Services will be free from defects in workmanship and materials under normal conditions of use. If a defect is confirmed by GBSA, we may, at our discretion, repair the item, replace it, refund the purchase price, or provide another appropriate remedy. Claims must be submitted in writing within ninety (90) days from date of distributor sale or within one (1) year from date of factory shipment, whichever occurs first. Except as expressly stated, all other warranties, including implied warranties of merchantability or fitness for a particular purpose, are disclaimed.

22. Technical Advice Disclaimer

Any technical advice provided by GBSA is offered in good faith and without charge unless otherwise agreed. Such advice is provided without warranty and at Customer’s own risk. Any recommendations, technical assistance, or guidance provided by Seller or its representatives are offered as general information only and are provided without charge. Such information shall not be considered professional engineering services and shall not create any design responsibility or liability on the part of Seller. Customer retains full responsibility for the engineering design, safety, and regulatory compliance of its systems and equipment.

23. Website Warranty Disclaimer

The website and its content are provided “as is” and “as available.” GBSA makes no guarantees regarding reliability, availability, or security of the website, and disclaims all warranties permitted by law.

24. Limitation of Liability

To the fullest extent permitted by applicable law in the State of Ohio, GBSA, its affiliates, licensors, service providers, employees, agents, officers, and directors shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the website or Services. This includes, but is not limited to, damages for loss of profits, business interruption, loss of data, loss of business opportunities, or loss of goodwill, even if GBSA has been advised of the possibility of such damages. In no event shall GBSA’s total liability for any claim arising out of or relating to the website, Services, or the Contract exceed the total purchase price paid by the purchaser for the specific Services giving rise to the claim. Nothing in this section shall limit or exclude liability to the extent such limitation or exclusion is prohibited under applicable law in the State of Ohio.

25. Indemnification

You agree to indemnify, defend, and hold harmless GBSA and its officers, directors, employees, affiliates, agents, licensors, and service providers from and against any claims, damages, liabilities, losses, costs, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Your breach of this Agreement or the Contract. (b) Your violation of any applicable law or regulation. (c) Any inaccurate or misleading representation made by you in connection with the Products or Services. (d) Your misuse of the website or Services. This indemnification obligation will survive the termination or expiration of this Agreement.

26. Confidentiality

If a Non-Disclosure Agreement (NDA) exists between the parties, its terms govern confidentiality obligations. Otherwise, any confidential information shared by GBSA must be used only for purposes related to the Contract and must not be disclosed without permission.

27. Independent Contractors

Purchaser and GBSA operate as independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture.

28. Governing Law

This Agreement, the Contract, and any related disputes arising out of or relating to them shall be governed by the laws of the State of Ohio. Any legal proceedings must be brought exclusively in the state or federal courts located in Chardon, Ohio.

29. Use from Other Jurisdictions

The website is operated from the United States. Individuals accessing it from other jurisdictions do so at their own risk and must comply with all applicable local laws and export regulations.

30. Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of future enforcement of that provision or any other rights.

31. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

32. Entire Agreement

This Agreement, along with the Privacy Policy and any referenced documents, represents the complete agreement between Purchaser and GBSA regarding the website and Products or Services and supersedes all prior agreements or communications.

33. Force Majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, government restrictions, war, or infrastructure outages.

34. Expenses

Unless otherwise required by law, each party is responsible for its own legal and advisory expenses related to enforcing this Agreement.

35. Contact Information

This website is operated by GBSA, Inc. which is located at 112 Parker Court, Chardon, OH 44024. All feedback, support requests, and inquiries related to the website should be directed to:

Phone: (440) 285-9594
Email: gbsa@gbsa.com