1.ACCEPTANCE. The following are the Terms and Conditions upon which G.D. Roberts & Co., Inc. (“G.D. ROBERTS”) agrees to sell and/or deliver product(s) (“Product”) to Buyer/Purchaser (“Buyer”). Provisions and conditions of Buyer’s purchase which are in any way inconsistent with or in addition to the provisions of these Terms and Conditions shall be inapplicable and not be binding upon G.D. ROBERTS unless specifically agreed to by G.D. ROBERTS in writing signed on behalf of G.D. ROBERTS by its authorized representative. No binding agreement shall be formed between Buyer and G.D. ROBERTS until G.D. ROBERTS issues a Sales Order Acknowledgement. Once a Sales Order Acknowledgment is issued, a binding agreement shall exist and Buyer may not cancel an order or return a Product unless in accordance with Section 4 (Cancellation) or Section 7 (Limited Warranty) below.
2. DELIVERY, TRANSFER OF TITLE AND RISK OF LOSS. G.D. ROBERTS will make available for pick-up all purchased Products for pick up by Buyer’s chosen carrier at G.D. ROBERTS’ office. All title, liability and risk of loss to the Products shall pass to Buyer upon receipt by Buyer’s carrier at the office of G.D. ROBERTS. Unless otherwise agreed in writing, Buyer will be responsible for all shipping charges, Product insurance, premiums for freight insurance, and other transportation costs. Claims against a carrier for damage caused during shipment must be made by Buyer. The estimated shipping date will be as set forth in G.D. ROBERTS’ Sales Order Acknowledgement or Quote.
3. PAYMENT. Terms are Net 30 days from the date of G.D. ROBERTS’ invoice. Late payments are subject to a 1.5% per month late charge. G.D. ROBERTS may, at its discretion, require an up-front payment, entire or partial, in the case of orders for custom manufactured or modified Products or international orders.
4. CANCELLATIONS. In the event Buyer cancels or returns Buyer’s (nondefective) order in whole or in part, or such contract is cancelled by G.D. ROBERTS because of default by Buyer, Buyer shall pay G.D. ROBERTS by reason of such cancellation or default for all damages sustained, including completed units, shipped or unshipped, at the current price applicable to the total quantity completed or uncompleted at time of default. G.D. ROBERTS may charge Buyer a restocking fee of up to 20% of the original order price for cancellations. G.D. Roberts will not cancel orders for custom manufactured Products after the Sales Order Acknowledgement is sent to Buyer.
5. RESCHEDULING. Buyer may reschedule delivery (one time only) of Products ordered hereunder for delivery up to 30 days later than the original delivery date set forth in G.D. ROBERTS’ Purchase Order or Quote without penalty, upon written notice to G.D. ROBERTS at least 30 days prior to the original estimated delivery date. Buyer agrees that rescheduled deliveries may incur storage and carrying charges for which Buyer is responsible.
6. CHANGES. No changes may be made to the order without G.D. ROBERTS’ written consent.
7. LIMITED WARRANTY/CERTIFICATION.
a. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND G.D. ROBERTS HEREBY DISCLAIMS, ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER PERSON, FIRM, ENTITY OR CORPORATION IS AUTHORIZED TO ASSUME FOR G. D. ROBERTS ANY OTHER LIABILITY IN CONNECTION WITH THIS SALE.
b. As a condition to receiving these warranties, Buyer shall be required to register purchased Products at /faq/product-registration-form/. Provided Buyer registers purchased Product (except as to the Power Strip defined and separately treated below), G.D. ROBERTS warrants the Product hardware for purchased Products will be free from Defect in material and workmanship for the lifetime of the Product, which is 10 years.
As a separate limited warranty, G.D. ROBERTS also warrants that the Power Strip will be free from Defect in material and workmanship for two (2) years (10 year general warranty does not apply to Power Strip). “Power Strip” shall mean the portion of the Product that contains the power-cable, is hard connected to the Powergistics® tower, and provides electricity to the towner Product. In the event Buyer orders a replacement Power Strip and G.D. ROBERTS does not install the Power Strip, no warranty is provided for that replacement Power Strip, and all warranties are disclaimed consistent with subparagraph 7. a., above.
No warranty shall apply (and any and all warranties are disclaimed) to any Product or part thereof that becomes defective or unworkable due to abuse, mishandling, misuse, accident, alteration, negligence or improper installation by the user or Buyer/Purchaser, thus no warranty is provided and all statutory and non-statutory warranties are specifically disclaimed.
Buyer’s sole remedy for breach of warranty during the warranty period shall be limited to the replacement or repair of a Product part, at the discretion of G.D. ROBERTS, of any Product found by G.D. ROBERTS to be defective and covered by the warranty set forth in this Section 7 and not to exceed the purchase price for the order. “Defect” shall mean any characteristic of the Product which hinders its usability for the purpose for which it was designed and manufactured, except Defect does not include obsolescence and normal wear and tear. Provided Buyer registers the Product, G.D. Roberts will also pay for standard shipping costs for shipping within the contiguous United States of America to ship a replacement Product or pieces.
c. USB Connections. As a separate limited warranty, not subject to the 2 or 10 year time periods stated above, G. D. ROBERTS warrants the following will be free from defect for 30 days after receipt by Buyer: USB-A to USB-C, USB-C to USB-C, USB to Lightning cables.
d. Power Banks. As a separate limited warranty, not subject to the 2 or 10 year time periods stated above, G. D. ROBERTS warrants the following will be free from defect for one-year after receipt by Buyer: PowerGistic® branded power banks that are part of the tower Product.
e. INTERTEK ETL CERTIFICATION. Any replacement power strip not installed by G. D. Roberts does not come with an Intertek ETL Certification.
8.TAXES. In the event any sales tax, manufacturer’s tax, or other tax is applicable to any shipment made on Buyer’s order, such tax shall be added to the selling price and shall be paid by Buyer.
9.LIMITATION of LIABILITY. In no event shall G.D. ROBERTS be liable for indirect, incidental, consequential, special, or punitive damages of any kind or nature arising out of or relating to these Terms and Conditions or connected with or resulting from the manufacture, sale, delivery, resale, repair, replacement, or use of any Products or the furnishing of any service or part thereof, whether such liability is based on contract, tort, negligence, strict liability or otherwise, even if such party had been warned of the possibility of such damages.The cumulative liability, if any, of G.D. ROBERTS for direct damages arising under any provision of these Terms and Conditions or any contract formed pursuant hereto and under any theory of liability with respect to the Product is limited to an amount not to exceed the price paid by Buyer for the particular Product giving rise to the liability. The right to recover damages within the limitations specified in this Section 9 is Buyer’s exclusive alternative remedy in the event any other contractual remedy fails in its essential purpose.
10.FORCE MAJEURE. G.D. ROBERTS will not be in default with respect to these Terms and Conditions or any contract formed pursuant hereto because of any failure or delay if the failure or delay is due to any occurrence beyond its reasonable control, including acts of God, acts of government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, civil commotion, war or war-like operation, acts of terrorism, invasion, military or usurped power, sabotage, and severe weather condition.
11. INDEMNIFICATION. Buyer hereby specifically agrees to hold G.D. ROBERTS harmless and indemnify G.D. ROBERTS against any and all claims for damages or profits, and for all costs and attorney’s fees incurred by G.D. ROBERTS resulting from any suit or suits arising from any Product claims or alleged infringement of patents, designs, copyrights or trade-names made as a result of Buyer’s alteration of the Product with respect to all goods manufactured either in whole or part to Buyer’s specifications.
12. ASSIGNMENT. Buyer shall not assign in whole or in part any of its rights and obligations with respect to these Terms and Conditions or any contract formed pursuant hereto without the express written consent of G.D. ROBERTS.
13. ATTORNEYS’ FEES. If either G.D. ROBERTS or Buyer retains legal counsel to enforce any of these Terms and Conditions, or to recover damages from the other, arising from the other’s alleged breach of these Terms and Conditions, or the other commences a suit against G.D. ROBERTS or Buyer for any alleged breach of contract that is not successful, then the other party shall pay the reasonable attorneys’ fees together with cost of suit at both trial and appellate levels of either G.D. ROBERTS or Buyer, as the case may be.
14. APPLICABLE LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard to its conflict of laws principles or rules of construction concerning the draftsman hereof. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterward, between the parties hereto, their assignees, affiliates, attorneys, or agents, shall be litigated solely in state court in Dane County, Wisconsin or the United States District Court for the Western District of Wisconsin. Each Party (1) submits to the jurisdiction of such court, and (2) waives the defense of an inconvenient forum. The application of the U.N. Convention on Contracts for the International Sale of Goods (CISG) is hereby expressly excluded.
UPDATED August 2023