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Terms & Conditions of Sale
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​ACCEPTANCE: Acceptance of any order is contingent upon credit approval by [Gate Ace LLC] (“Seller”) and acceptance of the order by Seller. By requesting a quote or placing an order, Buyer confirms that these Terms & Conditions shall govern all purchases of goods and services from Seller (collectively, “Goods”). Seller rejects any conflicting or additional terms proposed by Buyer unless expressly acknowledged in writing by an authorized representative of Seller. No verbal modifications to these Terms & Conditions will be recognized.
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AGE OF MAJORITY: By placing an order with [Gate Ace LLC] (“Seller”), the Buyer represents and warrants that they are at least 18 years of age, which is the legal age of majority in Texas. If the Buyer is placing an order on behalf of a business entity, they represent and warrant that they have the authority to bind that entity to these Terms and Conditions.
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If the Buyer is not of legal age, they must have the consent of a parent or guardian to complete the purchase, and such parent or guardian must agree to these Terms and Conditions on behalf of the minor. Seller reserves the right to request proof of age r parental consent prior to processing any order and may refuse to fulfill any order that does not comply with this requirement.
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PRICES AND TAXES: Buyer agrees to pay the prices specified by Seller and is responsible for any applicable shipping charges, taxes, and duties. Seller will collect taxes and tax exemption certificates are not accepted. Buyer indemnifies Seller for any tax liability incurred due to reliance on Buyer’s exemption certificate. Prices for special-order Goods are subject to change before shipment; Buyer may cancel the order without charge if the revised price is unacceptable.
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PAYMENT: All orders must be paid in full at the time of order placement. Buyer agrees to remit payment via Credit/Debit card, ACH, or Wire Transfer. No Checks or Money Orders will be accepted. Please note that Seller does not accept tax exemption certificates for any orders. As such, all applicable sales taxes will be included in the total invoice amount at the time of payment. Buyer is responsible for ensuring that payment is made in accordance with these terms. Failure to provide full payment upon order placement may result in the cancellation of the order.
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TITLE AND RISK OF LOSS: Title to Goods transfers to Buyer upon full payment and delivery. Risk of loss or damage passes to Buyer upon delivery to the designated shipping location. Claims for damaged Goods should be directed to the carrier if not delivered by Seller.
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INTELLECTUAL PROPERTY NON-INFRINGEMENT: The Buyer acknowledges and agrees that all intellectual property rights, including but not limited to trademarks, copyrights, patents, and trade secrets, associated with the Goods and services provided by [Gate Ace LLC] (“Seller”) are owned by Seller or its licensors.
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The Buyer further represents and warrants that its use of the Goods will not infringe upon, violate, or misappropriate any intellectual property rights of any third party. The Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, licensors, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the Buyer’s use of the Goods infringes, misappropriates, or otherwise violates any intellectual property rights of a third party.
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Seller makes no representations or warranties regarding the non-infringing nature of the Goods in relation to any third-party rights. In the event of any claim of infringement, Seller reserves the right to modify, replace, or remove the Goods at its sole discretion, and the Buyer agrees to cooperate with Seller in defense of such claims.
ASSIGNMENT: Buyer may not assign any order without Seller’s prior written consent.
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RETURN OF PRODUCTS AND ORDER CANCELLATION: See Exchange and Cancellation Policy.
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BUYER'S RESPONSBILITY: Buyer is responsible for and agrees to use the product in accordance with the Seller's instructions and guidelines for the proper installation, use and maintenance of the product(s). Seller is not liable for any claims arising from the use of Goods.
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DELIVERY: Delivery dates provided by Seller are estimates and not guaranteed. Seller is not liable for delays caused by factors beyond its control.
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CLAIMS: Any claims for nonconforming Goods must be made in writing by email to info@thegateace.com within ten (10) days of receipt, detailing all relevant facts.
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WARRANTIES: Seller warrants that all Goods sold are new (unless indicated otherwise) and free from liens upon full payment. BUYER’S EXCLUSIVE REMEDY FOR A BREACH OF WARRANTY SHALL BE REPLACEMENT OF THE GOODS.
LIMITATIONS OF LIABILITY: The total liability of Seller for any claims related to Goods is limited to the price of the Goods giving rise to the claim. Seller is not liable for any indirect or consequential damages.
INDEMNITY: Buyer agrees to indemnify, defend, and hold harmless [Gate Ace LLC], its affiliates, subsidiaries, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, losses, liabilities, damages, expenses, judgments or costs, including reasonable attorney fees, arising out of or relating to:
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any breach by Buyer of these Terms & Conditions;
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The use, installation, or operation of the product by the Buyer or any third parties, including any modifications or alterations made to the product;
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Any claim related to products or services that are not part of the product but are used in conjunction with it, whether or not such products were provided by the Seller.
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Any negligent or willful misconduct by the Buyer or any third party acting on behalf of the Buyer;
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any claims, whether direct or indirect, made by the Buyer or any third parties against any Indemnified Party resulting from the installation, use, misuse, operation, modification, alteration, or resale of the products or services provided by the Seller, including but not limited to claims for personal injury, property damage, or violation of any applicable laws or regulations;
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any failure by Buyer to comply with applicable local, state, or federal laws, ordinances, rules, and regulations in connection with the use, handling, or sale of the Goods;
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and any claim related to intellectual property infringement arising from the Buyer’s specifications or modifications to the Goods.
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This indemnity obligation shall survive the termination or expiration of any agreement or transaction between the Buyer and Seller, and shall be binding upon Buyer’s successors and assigns.
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MISCELLANEOUS:
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ANTI-MONEY LAUNDERING RESTRICTIONS: Seller only accepts payments from verified Buyer accounts.
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GOVERNING LAW: These Terms & Conditions are governed by the laws of Texas.
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BUYER PARTIES: “Buyer” refers to the party named in the order or quote.
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SELLER PARTIES: “Seller” refers to [Gate Ace LLC] and its affiliates.