Terms & Conditions

RESELLER AGREEMENT

This Reseller Agreement (the “Agreement”) is entered into by and between GPL Solutions, doing business as GPL Technologies, with offices located at 134 W. Verdugo Ave Blvd, Burbank, CA 91506 (hereafter referred to as the “Company”), and the recipient of this document (hereafter referred to as the “Client”). The Client and the Company may hereafter be referred to collectively as the “Parties” or individually as a “Party”.

1. Payment Term

The Company will invoice the Client for the amount listed on the invoice.  If the invoice excludes VAT, state and local taxes, duties, or shipping fees, they remain the Customer’s responsibility. Payments must be made within the agreed-upon terms for the Client account via credit card (with a 3% fee), ACH, or wire transfer. Transfer of title occurs per terms of the Client’s purchase order, which starts the timing of payment due date. Clients are invoiced upon shipment, with the shipment date used to calculate the payment due date. Payment terms are as agreed upon with the customer, and shipments to GPL or in-person deliveries are considered shipped for payment purposes. The Company reserves the right to refuse new orders and hold shipments on existing orders if the Client has past due amounts.

2. Ownership and Risk

Title to the products or services passes to the customer per terms of the Client’s purchase order. The risk of loss or damage to the products is transferred to the customer at the point of title transfer.

3. Delivery Schedule

Delivery times and dates are estimates only and may be subject to change due to factors beyond our control. We will make every reasonable effort to deliver the products or services within the agreed-upon timeframe.

4. Representation and Warranty

GPL does not offer any warranties. No other express or implied warranties are provided, except as required by law. As we are not the manufacturer, all warranties will be provided by the manufacturer.

5. Confidentiality

The Parties agree and acknowledge that during the term of this Agreement, the Parties shall have access to the other party’s confidential information. Confidential information shall be protected and not disclosed to any third party without prior written consent. This obligation remains in effect for three (3) years following the termination of this greement This does not apply to information which has been designated as permanently confidential.

6. Intellectual Property Rights

All intellectual property rights in the products or services, including any trademarks, copyrights, or patents, remain with us, our suppliers, or the product manufacturer. The customer may use the products or services only for their intended purpose and may not reproduce, distribute, or modify them without prior written consent.

7. Limitation of Liability

Neither Party shall be liable to the other party for any indirect, special, or consequential damages arising out of this Agreement. The total liability of either Party shall not exceed the amount paid by the Client to the Company under this Agreement.

8. Indemnification

The Client agrees to indemnify and hold harmless the Company against any losses, damages, claims, or expenses arising from the Client’s use of the products or services.

9. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be settled by binding arbitration in California, in accordance with the rules of the JAMS Comprehensive Arbitration Rules and Procedures.

10. Miscellaneous

  1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of California.
  2. Assignment: This Agreement cannot be transferred to another party without the written consent of GPL Technologies.
  3. Notices: All notices to the Parties, digitally or physically, shall be addressed through certified mailing address or email (Legal@GPLtech). Notices are considered received three (3) days after being sent.
  4. Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
  5. Force Majeure: Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries. Any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
  6. Relationship of Parties: It is hereby agreed that the Parties herein are independent contractors and the relationship between both Parties shall not constitute a partnership or a joint venture.
  7. Compliance with Laws: Both Parties agree to comply with all applicable laws and regulations in the performance of their obligations under this Agreement.
  8. Acceptance: The Client accepts this Agreement by clicking an acceptance button or checking a checkbox on the Company’s website or electronic form, which records the Client’s acceptance electronically. This electronic acceptance is binding and enforceable.

V052424.1

Scroll to Top