Last Updated July 8, 2024
1. General Terms
These Hope Industrial Terms and Conditions of Sale (the “Terms of Sale”) apply to the sale by Hope Industrial Systems, Inc. or its Affiliate (collectively, “Hope Industrial”) of products (“Products”) to a customer (“Customer”). Hope Industrial offers the Products for sale on the express condition that Customer agrees to accept and be bound by the terms and conditions set forth herein. Except as provided in Section 17 below, (i) the use of a purchase order or any other acknowledgment, bid, estimate, confirmation, invoice form, or other document (each, an “Order Document”) relating to the purchase of Products from Hope Industrial is for convenience only and will have no effect on these Terms of Sale, (ii) these Terms of Sale will be controlling with respect to any purchase of Products from Hope Industrial, and (iii) by placing an order for Products with Hope Industrial, Customer accepts and agrees to be bound by these Terms of Sale.
No waiver, modification, amendment or change (each, an “Amendment”) of the terms contained in these Terms of Sale shall be binding on Hope Industrial unless such Amendment is in writing and signed by Hope Industrial’s authorized representative. Hope Industrial's failure to object to terms contained in any communication from Customer will not constitute acceptance of such terms nor a waiver or modification of the terms set forth in these Terms of Sale.
Hope Industrial reserves the right to make changes to these Terms of Sale at any time by providing Customer with notice of such changes. Without limiting the manner in which such notice may be given, such notice shall be deemed to have been sufficiently given to Customer if such changes are posted at https://www.hopeindustrial.com/support/sales-terms/ with the date when the most recent update to these Terms of Sale was made, and such changes shall apply to the sale and purchase of Products from and after such date.
Hope Industrial reserves the right to take any action it deems necessary to address Customer’s violation of these Terms of Sale, including, but not limited to, the suspension of Customer’s ability to purchase Products.
2. Pricing
Hope Industrial will provide price quotations upon Customer’s request. Any price quotations will be valid for thirty (30) days, unless otherwise stated in writing. Notwithstanding the foregoing, Hope Industrial reserves the right to modify any price quotation to correct administrative and typographical errors in any price quotation. Quoted prices do not include charges for shipping and handling, taxes, customs and duties. Separate charges for shipping and handling will be included on the final invoice submitted to Customer. Unless Customer provides Hope Industrial with a valid tax exemption certificate or document of similar legal effect applicable to the product ship-to location before Hope Industrial’s acceptance of an order, Customer will be responsible for all sales and use taxes, VAT and additional taxes related to the order at the time of payment; provided, that Customer will not be responsible for Hope Industrial’s franchise and income taxes. All payments shall be paid in the currency provided for in an invoice sent by Hope Industrial or in such other currency as Hope Industrial may agree to, in its discretion.
3. Payment Terms
- Timing of Payment. Unless Hope Industrial agrees to extend credit to Customer, Hope Industrial must receive payment before Hope Industrial will accept an order. Payment must be made by credit card, check, or another pre-arranged method agreed to by Hope Industrial.
- Credit Terms. Hope Industrial may extend credit to Customer, at Hope Industrial’s sole discretion, subject to Hope Industrial’s credit requirements. If Hope Industrial agrees to extend credit to Customer, Customer shall pay invoices within thirty (30) days from the date of the invoices unless a longer period has been agreed in writing by Customer and Hope Industrial. Customer is responsible for keeping its account current at all times consistent with the credit terms provided. Hope Industrial reserves the right to withhold shipments or other benefits and/or assess late fees and interest for late payments at the highest rate permitted by law, consistent with the credit terms offered to Customer and applicable legal requirements.
- Order Acceptance. No order for Products is binding on Hope Industrial unless and until Hope Industrial accepts such order. Hope Industrial reserves the right to reject any order for any reason.
- Early Pay Discounts. If the credit terms offered to Customer include an early payment discount, Customer may deduct the permitted discount (excluding any freight charges) only if payment is sent within ten (10) days of the date of the applicable invoice. If Customer sends payment more than ten (10) days after the date of an invoice, Customer agrees to pay the full amount of such invoice.
- Rejected Payments. Customer is responsible for ensuring the timely delivery of all payments owing to Hope Industrial. Hope Industrial shall have no obligation or liability to Customer for dishonored or declined payments.
4. Delivery; Title and Risk of Loss
- Shipping Times. Hope Industrial may deliver Products within an order in installments, at Hope Industrial’s discretion. Hope Industrial may from time to time provide Customers with an estimated delivery or shipment date. Any delivery or shipment date is merely an estimate. Hope Industrial does not guarantee shipping or delivery timeframes and is not liable for any loss, damage, cost or expense arising out of a failure to deliver or ship Products by any delivery or shipment date.
- Shipping; Title and Risk of Loss. Unless otherwise indicated by Hope Industrial on a written acknowledgement of this purchase order or otherwise agreed in a signed, written agreement between Customer and Hope Industrial, (i) all shipments shall be made Ex Works (EXW) with delivery occurring at Hope Industrial’s facility, (ii) title and risk of loss shall pass to Customer upon shipment from Hope Industrial’s facility, and (iii) Customer shall be responsible for obtaining all export and import licenses and for all costs associated therewith.
5. Limited Warranty
Hope Industrial provides a 5-year limited warranty (“Warranty”) on its Products, the terms of which are available at https://www.hopeindustrial.com/support/warranty/, and a 30-day Total Satisfaction Guarantee (“30-Day Satisfaction Guarantee”), the terms of which are available at https://www.hopeindustrial.com/support/guarantee/. EXCEPT AS PROVIDED IN THE WARRANTY AND THE 30-DAY SATISFACTION GUARANTEE, HOPE INDUSTRIAL MAKES NO WARRANTIES AND THE WARRANTY AND THE 30-DAY SATISFACTION GUARANTEE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Some jurisdictions do not allow for the exclusion of implied warranties or exclusion of liability for incidental or consequential damages. If you live in such a jurisdiction, certain exclusions listed above may not apply to you.
6. Returns
All returns of Products must be conducted in accordance with the terms of the 30-Day Satisfaction Guarantee. If indicated by Hope Industrial on a written order confirmation, packing slip or order invoice, orders for Products that are custom goods are non-cancellable and such Products are non-returnable.
7. Exchanges
Hope Industrial may, from time to time, permit customers to exchange Products, in whole or in part. Any exchanges will be subject to Hope Industrial’s discretion, in accordance with any exchange policy in effect at the time when Customer seeks to make such exchange.
8. Product Availability; Parts
Hope Industrial conducts ongoing review and revision of its Product offerings to best serve its customers. Hope Industrial may modify or discontinue Products at any time. If Hope Industrial modifies or discontinues a Product offering, or if a Product offering becomes unavailable, Hope Industrial may ship a substitute Product which it determines is materially similar in fit, functionality and performance as the Product that Customer ordered, subject to reasonable discrepancies from the exact specifications or descriptions in a specification sheet or catalog for the original Product.
The parts and assemblies used in building new Hope Industrial Products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts and parts used for repairs may be new or reconditioned, as determined by Hope Industrial, in its discretion.
9. Software
Title to any software installed with the Products or provided for digital download by Hope Industrial shall remain with Hope Industrial or the applicable licensor(s). All software is subject to any applicable license agreement that may be included physically or digitally with such software. EXCEPT AS SET FORTH IN THE APPLICABLE LICENSE AGREEMENT FOR ANY SOFTWARE, NO WARRANTY IS PROVIDED WITH RESPECT TO ANY SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If no separate license agreement is provided, Customer acknowledges that Hope Industrial’s provision of software is made under a limited, non-exclusive license to use such software solely with respect to use in a physical Product sold by Hope Industrial and that Customer will not copy, modify, reverse engineer, sublicense, duplicate or permit others to do any of the above, and that if Customer takes such actions, Hope Industrial and/or the applicable licensor(s) reserve the right to revoke Customer’s ability to access and use the software. Hope Industrial will not be liable or responsible to Customer for any loss of use or any other damages incurred as a result of Hope Industrial or the applicable licensor(s) terminating Customer’s access or use of software as set forth in this Section 9.
10. Limitation of Liability
NOTHING IN THESE TERMS OF SALE IS INTENDED TO OR SHALL BE CONSTRUED TO CONFER A BENEFIT ON ANY THIRD PARTY. HOPE INDUSTRIAL SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF HOPE INDUSTRIAL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF HOPE INDUSTRIAL UNDER THESE TERMS OF SALE (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF HOPE INDUSTRIAL FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 5 ABOVE) SHALL NOT EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO HOPE INDUSTRIAL FOR THE PRODUCTS AT ISSUE.
11. Compliance with U.S. Export Laws
Customer acknowledges and understands that the Products may be subject to restrictions upon export from the United States and upon resale after export. Customer therefore represents and warrants that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import, export, and re-export control laws or regulations of the United States or the jurisdiction in which Customer or any end user of the Products may be located. Customer will fully cooperate with Hope Industrial in connection with any official or unofficial audit or inspection related to applicable export or import control laws or regulations and shall fully indemnify and hold Hope Industrial harmless from, or in connection with, any violation of this Section 11 by Customer or its employees, consultants, agents, or customers.
12. Force Majeure
Hope Industrial shall not be liable for failure or delay in the performance of its obligations under these Terms of Sale if such failure or delay is due to causes beyond its reasonable control, including the failure of any machine, system of authorization, data processing or communication system or transmission link, natural catastrophes, governmental acts or omissions, labor disputes, civil disturbances, war, riots, fires, floods, inclement weather, pandemics, epidemics, local disease outbreaks, public health emergencies, or difficulties in procuring labor or materials.
13. Assignment
Customer may not delegate any duties or assign any rights, claims, or obligations under these Terms of Sale. Hope Industrial may assign its rights, claims, and obligations under these Terms of Sale, in Hope Industrial’s sole discretion.
14. Notice
Any notice required or permitted hereunder or in connection herewith shall be in writing and mailed by registered or certified mail, postage prepaid, return receipt requested, or sent prepaid overnight courier service, and addressed to:
Hope Industrial Systems, Inc.
1325 Northmeadow Parkway
Roswell, GA 30076
15. Section Headings; Form and Construction
The headings of Sections in these Terms of Sale are provided for convenience only and will not affect the construction or interpretation of these Terms of Sale. All references to “Section” or “Sections” refer to the corresponding Section or Sections of these Terms of Sale. All words used in these Terms of Sale will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and shall include the term “including without limitation”. For purposes of these Terms of Sale, “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, Hope Industrial Systems, Inc.
16. Severability
If any provision or provisions of these Terms of Sale shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
17. Integration
Unless Customer and Hope Industrial have entered into a separate, signed agreement with respect to the purchase of Products, these Terms of Sale govern, and constitute the complete understanding between Customer and Hope Industrial with respect to, the purchase of Products from Hope Industrial, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Customer and Hope Industrial with respect to the purchase of Products. To the extent Customer and Hope Industrial have entered into a separate, signed agreement with respect to the purchase of Products, such agreement will control to the extent its terms are in addition to or conflict with these Terms of Sale.
18. Governing Law and Jurisdiction
- These Terms of Sale shall be governed by, and construed in accordance with, the internal laws of the State of Georgia, U.S.A., without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded from, and shall not apply to, these Terms of Sale.
- If a dispute arises, the party claiming that such a dispute exists shall provide written notice of the dispute to the other party and the parties will seek to resolve the dispute through good faith negotiation for thirty (30) days. If the parties are unable to settle the dispute within thirty (30) days, either party may submit the dispute to non-binding mediation with JAMS pursuant to JAMS’ commercial mediation rules then in effect. If the parties are unable to resolve the dispute through mediation, either party may submit the dispute to binding arbitration administered by JAMS in accordance with JAMS’ Streamlined Arbitration Rules, if Customer resides or has its principal place of business in the United States, or JAMS’ International Arbitration Rules, if Customer resides or has its principal place of business outside the United States. The parties will endeavor to minimize the cost and inconvenience of conducting the arbitration, provided, that all hearings shall be conducted in person in Atlanta, Georgia. The arbitration shall be conducted by a single arbitrator selected by the parties from JAMS panel of arbitrators, or, if the parties are unable to agree on the selection, by a single arbitrator appointed by JAMS, provided, that, in addition to other qualifications required by JAMS, the arbitrator shall be a retired or active judge or attorney who has been in practice at least ten (10) years. The parties understand that this arbitration procedure shall be the sole remedy for any controversy or claim arising out of or relating to these Terms of Sale or the breach thereof that is otherwise not able to be settled as set forth in paragraph (b) of this Section 18, and in such an instance, Customer and Hope Industrial expressly waive their rights to file a lawsuit in any civil court against one another for such disputes. Notwithstanding the foregoing, Hope Industrial may at any time seek injunctive relief, if permitted by applicable law, in a court of competent jurisdiction. The parties acknowledge that this arbitration agreement is entered into in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceeding thereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16.