piwik image

General Terms And Conditions

Last Updated: June 13, 2023

These General Terms and Conditions (“Terms”) apply to any and all business relationships between Geary Pacific Corporation, a California corporation that does business as Geary Pacific Supply (“Geary”) and any person or entity that orders or purchases any products from Geary (“Customer”), and such business relationships may include, but are not necessarily limited to, Geary selling products to Customer.

  1. Payment Terms. Standard payment terms are COD (cash on delivery).  If any credit is extended by Geary to Customer, Customer agrees and understands that full payment is due within 30 calendar days from date of invoice (regardless of any non-payment by any third-party that may owe any amount to Customer).  Any amounts owed by Customer to Geary that are not paid in full when due will thereafter bear interest (until paid in full) at the lesser of either: (i) 1.5% per month (18% per annum); or (ii) the highest rate permitted under applicable law.  Customer also agrees to pay all of Geary’s collection costs (including any attorneys’ fees and court costs) should Geary take any action to collect any past due amount owed by Customer to Geary. 


  1. Shipping Terms. All products shipped by Geary to Customer are delivered F.O.B. shipping point unless otherwise agreed to by Geary in writing.  Customer is responsible for paying any and all applicable shipping assessments, fees and tariffs.


  1. Pricing. Prices for products provided by Geary are subject to change without notice, unless a written quotation with an expiration date is provided to Customer by Geary.  If such a written quotation is provided, the pricing contained in it is valid only until the expiration date stated in the quotation.


  1. Orders and Bids. Estimated product order lead times will be quoted at the time Geary accepts an order from Customer.  Freight is not included in any bid provided by Geary unless the bid expressly states otherwise.  Geary does not accept any type of back charges or any orders that have a penalty clause of any kind applicable to Geary unless approved in writing by an executive officer of Geary.  Any bid provided by Geary is based on Geary’s interpretation of what Customer requested and is only for the products and quantities listed in the bid.  It is Customer’s responsibility to verify the accuracy of the products and quantities listed in any bid.  Any bid provided by Geary does not include any training, installation, start-up, commissioning, air balancing, code conformance, seismic compliance or emergency power unless expressly stated otherwise in the bid.


  1. Special Orders. If Customer submits a Special Order to Geary, Customer must either pick-up the ordered products at Geary’s location or accept delivery of them within 14 calendar days after Geary receives the products that were ordered.  “Special Orders” are orders for either any products not normally stocked by Geary or for quantities of products not normally stocked by Geary.   A signed Special Order form must accompany all Special Orders.  Special Orders are non-cancellable after the order is submitted to Geary and products ordered pursuant to a Special Order are non-returnable.


  1. Returns. Products purchased from Geary may be returned by Customer only with prior written authorization from Geary (which may be withheld at Geary’s sole discretion).  All returned products are subject to a restocking fee equal to 15 percent of the price Customer paid or was to pay for the returned products, and Customer agrees to pay such restocking fee prior to returning any products that Geary approves for return.  Customer also agrees to pay all shipping costs for shipping any returned products to Geary.  Any claim for damaged products or a shortage of products must be made by Customer to Geary the same day when the products are delivered to Customer.  Any such claim must be made by email to [email protected].


  1. Product Warranties. The only warranties provided on any products purchased from Geary are any applicable manufacturer’s warranty.  Geary sells all products “as is” and gives no warranty of its own.  Customer should visit the applicable manufacturer’s website to register for any applicable product warranties.  If Customer has a product warranty claim, Geary will assist Customer in filing such claim under the manufacturer’s warranty provisions if Customer request such assistance from Geary.


  1. Installations. Customer is solely responsible for verifying that the installation of any product is in accordance with: (i) the manufacturer’s spec sheets and installation instructions; and (ii) all applicable laws, rules and regulations.  Customer is also solely responsible for: (i) verifying (as applicable) product tonnage, voltage, clearance, dimensions, quantities, compatibility and conformance with all code requirements; and (ii) ensuring that all federal, state and local ventilation requirements are met.  Failure to comply with any of these requirements risks voiding any manufacturer’s warranty on a product.


  1. Applying for Credit. If Customer applies for any credit with Geary, Customer consents to and authorizes Geary running one or more credit checks on Customer, obtaining one or more credit reports regarding Customer and conducting any other inquiries Geary deems appropriate from time to time to assess Customer’s credit worthiness.  If Geary provides any credit to Customer: (i) Geary may reduce or withdraw that credit at any time at its discretion; and (ii) Customer will immediately notify Geary in writing via email to [email protected] of any change to Customers ownership structure, business structure or credit worthiness (including, but not limited to, any bankruptcy filing or insolvency proceeding regarding Customer).


  1. Jurisdiction and Venue. These Terms and all of the business relationships between Geary and Customer (including any products ordered or purchased by Customer from Geary) are governed by the laws of the State of California regardless of any choice of law or venue provisions of any jurisdiction.  In the event of any dispute arising under or related to these Terms or any business relationship between Geary and Customer (including, but not limited to, any amount owed by Customer to Geary and any claims alleging a tort, breach of contract or any other type of legal or equitable claim), such dispute will be resolved in federal or state court in Orange County, California or in the jurisdiction where shipment originates, or in the jurisdiction where Customer resides at the option of Geary Pacific Corporation/Geary Pacific Supply. Customer hereby consents to such exclusive jurisdiction and venue and waives all objections thereto.  CUSTOMER AGREES THAT ANY LITIGATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS.  CLASS ACTIONS ARE NOT PERMITTED AND CUSTOMER AGREES TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION REGARDING ANY CLAIM(S) THAT MAY BE ASSERTED AGAINST GEARY.


  1. Attorneys Fees. In the event of any legal action arising under or related to these Terms or any business relationship between Geary and Customer (including, but not limited to, any amount owed by Customer to Geary and any claims alleging a tort, breach of contract or any other type of legal or equitable claim), the “prevailing party” (within the meaning of Section 1717 of the California Civil Code and Section 1032(a)(4) of the California Code of Civil Procedure) or parties in the legal proceeding shall be entitled to recover, as part of the judgment, from the opposing party (or parties) the prevailing party’s (or parties’) reasonable legal fees and expenses, including any legal fees and expenses that may be incurred to enforce or collect on any judgement.


  1. Limitation of Liability. IN NO EVENT WILL GEARY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, REGARDLESS OF WHETHER CUSTOMER, GEARY OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  GEARY’S MAXIMUM LIABILITY FOR DAMAGES REGARDING ANY BUSINESS RELATIONSHIP BETWEEN GEARY AND CUSTOMER (INCLUDING, BUT NOT LIMITED TO, GEARY SELLING ANY PRODUCTS TO CUTOMER) UNDER NO CIRCUMSTANCES WILL EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CUSTOMER TO GEARY DURING THE TWELVE MONTH PERIOD PRECEDING ANY CLAIM ASSERTED BY CUSTOMER AGAINST GEARY.  The provisions of this section allocate the risks between Geary and Customer.  The price of products offered and sold by Geary reflect this allocation of risk and limitation of liability specified herein.  The provisions of these Terms under which the liability of Geary is excluded or limited, shall not apply to the extent that such exclusions or limitations are declared illegal or void under any applicable laws, unless the illegality or invalidity is cured under any otherwise applicable laws by the fact that the laws of the State of California govern these Terms. 


  1. Lien Rights. Customer agrees that Geary may elect, at its option, to serve preliminary notices related to all projects for which products are purchased from Geary and may, at its option, enforce any and all mechanics lien, stop notice or bond rights and related remedies regarding and products sold by Geary to Customer. The availability of such multiple remedies shall not, in any way, affect Customer’s obligation to pay for all products purchased from Geary. The failure of Geary to seek or enforce any such mechanics lien, stop notice or bond rights shall not diminish, dilute or be a defense to any claims by Geary against Customer.


  1. Interpretation. As used in these Terms, unless the context expressly indicates otherwise, the word “including” (and any variation of that word) means “includes without limitation” (or a phrase of equivalent meaning) and the word “or” is inclusive and means “and/or.”  The use of the masculine, feminine or neuter gender or the singular or plural form of words used herein (including any defined terms) shall not limit any provision of these Terms.  These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Customer and Geary.  Headings used in these Terms are for reference purposes only and in no way define or limit the scope of any provision.


  1. Taxes. Customer will pay all sales taxes and other taxes owed regarding any products purchased by Customer from Geary. If Customer fails to pay such taxes as required, Geary will have the right, but not the obligation, to pay such amounts.  If any such amounts are paid by Geary, Customer will promptly reimburse Geary, upon demand, for all such payments made by Geary plus its administrative fees and costs, if any.  Sales tax, if any, is subject to change and will be determined by the applicable laws of the location where product is received by Customer.


  1. Assignment. Geary and Customer agree that these Terms shall be binding on the successors and assigns of the parties; provided, however, that Customer may not assign these Terms (or any of its other rights or obligations with respect to Geary) without obtaining prior written consent to such assignment from Geary.  Geary may assign its rights and obligations pursuant to Terms (and any of its rights and obligations pursuant related to any business relationship with Customer) to any entity into which Geary merges or that acquires all or substantially all of Geary’s assets.


  1. Waivers and Amendments. No waiver or change of any of the provisions of these Terms shall be binding on any party unless in writing and signed by the party to be charged thereby.  The waiver by one party hereto of a breach of any of the provisions of these Terms shall not operate or be construed as a waiver of any subsequent breach.  Notwithstanding the foregoing, Geary may amend these Terms from time to time at its discretion by posting new General Terms and Conditions on its website at www.gearypacific.com/terms.  If Geary does so and Customer continues to business with Geary after such new General Terms and Conditions or posted on that website, Customer will be deemed to have accepted and agreed to be bound by such new General Terms and Conditions.  All references to “Terms” herein refer to the latest version of the General Terms and Conditions posted at www.gearypacific.com/terms.  


  1. Force Majeure. In no event shall Geary be responsible or liable for any failure or delay in the performance of any obligation owed to Customer due, directly or indirectly, to forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics, government actions or orders, acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.


  1. Severability. If any provision of these Terms or the application thereof to any party or circumstances will to any extent be invalid or unenforceable, the remainder of these Terms or the application of such provision to parties or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby and each provision of these Terms will be valid and enforced to the fullest extent permitted by law.


  1. Survival. All of the provisions of these Terms will survive the termination of any business relationship or any agreement between Geary and Customer. 


  1. Affirmation of Solvency. Customer represents that it is solvent and is able to pay for the goods.  If Customer becomes insolvent at any point, they will notify Geary.  Acceptance of deliveries shall be a reaffirmation at delivery of Customer’s solvency.


  1. Controlling Terms. The provisions of these Terms control over any different or conflicting terms that may be contained in any purchase order or any other document that may be submitted by Customer or any other party to Geary.  These Terms apply to all future orders between Geary and Customer.  Customer agrees that if any terms or conditions listed on any purchase order or any other document submitted by Customer are different, inconsistent or in addition to these Terms, such terms and/or conditions will be unenforceable and non-binding.