Equipment Sale Terms and Conditions July 2026
Version: July 2026
These Terms and Conditions apply to all quotations, sales, equipment, parts, software, installation, commissioning, training and related services supplied by GSD Innovation LLC ("Seller"), unless otherwise agreed in writing. If any Special Conditions or warranty are stated in the quotation, those provisions take precedence over these Terms.
1. Scope
These Terms apply to the sale of new equipment, used equipment, spare parts, software, installation, commissioning, training and technical services. Only the equipment, services and deliverables specifically identified in the quotation are included in the sale.
2. Equipment
Seller will supply the Equipment described in the quotation. Any refurbishment, testing, upgrades, software, accessories, commissioning, training or documentation are included only where specifically listed. Buyer acknowledges that it is relying on the quotation and other written documentation provided by Seller.
3. Pricing
Unless otherwise stated, prices exclude applicable taxes, customs duties, import charges and similar government fees and are quoted in the currency identified in the quotation. If government-imposed taxes, duties or import charges change after the quotation date and affect Seller's cost before delivery, Seller reserves the right to adjust pricing accordingly.
4. Payment
Payment shall be made in accordance with the quotation. Seller may suspend delivery, installation, warranty support or future work while overdue balances remain unpaid. Title to the Equipment remains with Seller until all amounts owing have been paid in full.
5. Delivery
Delivery dates are estimates unless specifically agreed otherwise. Seller will make reasonable efforts to meet estimated delivery dates but is not responsible for delays outside its reasonable control. Risk of loss passes to Buyer upon delivery to Buyer or Buyer's nominated carrier.
6. Installation
Installation, commissioning and training are included only where specifically stated in the quotation. Unless otherwise agreed, Buyer is responsible for providing suitable space, electrical power, compressed air, network connections, drainage, lifting equipment, site access, and qualified operators and required for installation. Additional labor, travel or waiting time resulting from Buyer delays may be charged at Seller's standard rates.
7. Acceptance
Where installation is included, the Equipment is considered accepted once installation and commissioning have been substantially completed. Where installation is not included, the Equipment is considered accepted upon delivery. Minor adjustments or warranty items do not delay acceptance.
8. Warranty
Unless otherwise stated in the quotation, Seller provides a three (3) month warranty from the date of installation or delivery, whichever occurs first. Warranty covers defects in materials and workmanship under normal commercial use. Warranty excludes misuse, improper maintenance, unauthorized repairs or modifications, relocation, incorrect electrical supply, contaminated utilities, corrosive cleaning chemicals, improper washdown procedures, accidents, operator error, normal wear and consumable components. Seller's responsibility is limited, at Seller's option, to repairing, replacing or refunding the defective component.
9. Used Equipment
Used equipment is sold in the condition described in the quotation. Unless otherwise stated, used equipment may show cosmetic wear, repaired components or obsolete parts consistent with normal commercial use.
10. Changes and Cancellation
Orders may be changed or cancelled only with Seller's written approval. Seller may retain all or part of any deposit to recover costs reasonably incurred in connection with the order, including engineering, materials, manufacturing, supplier commitments and administrative costs. Any remaining balance of the deposit will be refunded. Changes requested after order acceptance may result in revised pricing, revised delivery schedules or additional engineering and labor charges.
11. Software and Intellectual Property
Software, firmware, drawings, documentation and other intellectual property supplied with the Equipment remain the property of their respective owners. Buyer receives the right to use such software as supplied with the Equipment for normal operation and may not copy, modify or reverse engineer it except where permitted by law.
12. Spare Parts
Seller will use reasonable efforts to support Equipment supplied. Replacement parts for discontinued or obsolete equipment may not always be available. Where appropriate, Seller may recommend equivalent replacement components.
13. Equipment Performance
Unless specifically stated in the quotation, Seller does not guarantee production capacity, labor savings, grading accuracy, product quality, operating costs or other business outcomes. Equipment performance depends on factors outside Seller's control including product condition, maintenance, operating practices and site conditions.
14. Liability
Seller is not responsible for indirect business losses such as lost production, crop losses, lost profits, downtime or business interruption arising from the use of the Equipment. Seller's total responsibility for any claim will not exceed the purchase price paid for the Equipment giving rise to the claim.
15. Buyer Responsibilities
Buyer is responsible for operating and maintaining the Equipment safely and in accordance with applicable laws and good operating practices. Buyer agrees to indemnify Seller against third-party claims arising from Buyer's operation or misuse of the Equipment except where caused by Seller's negligence or breach of these Terms.
16. Delays Beyond Seller's Control
Seller is not responsible for delays caused by circumstances beyond its reasonable control, including transportation delays, supplier delays, government actions, labour shortages, natural disasters, utility failures or similar events.
17. Claims
Buyer should notify Seller in writing of any warranty claim or other issue as soon as reasonably practical after it is discovered.
18. Confidential Information
Each party agrees to keep confidential any non-public business or technical information received from the other party in connection with the sale of the Equipment.
19. Governing Law
These Terms are governed by the laws of the State of Washington. Any legal proceedings relating to these Terms shall be brought in the state or federal courts located in Washington unless otherwise agreed in writing.
20. General
These Terms, together with the quotation and any Special Conditions, form the entire agreement between Seller and Buyer. If any provision is found unenforceable, the remaining provisions remain in effect. Amendments must be agreed in writing. Electronic acceptance of a quotation constitutes acceptance of these Terms. Seller may correct clerical, typographical or calculation errors upon notice to Buyer.