GSH Solution – Terms and Conditions of Purchase
Effective Date: May 5 2025
These Terms and Conditions of Purchase (“Terms”) apply to all purchases made from GSH Solution (“GSH,” “we,” “us,” or “our”) by any purchaser of goods (“Customer”). GSH and Customer are each a “Party” and together, the “Parties.” All goods purchased from GSH are referred to herein as the “Products.” These Terms govern all related services, including procurement, warehousing, and delivery (collectively, the “Services”).
1. Acceptance; Purchase Orders; Entire Agreement
Customer may place orders via written purchase order (“PO”) submitted to GSH, which shall include agreed-upon quantities, pricing, and delivery terms. Products shall be delivered FOB destination. Customer accepts these Terms by issuing or acknowledging a PO, including accepting delivery of any Products. These Terms supersede and nullify any conflicting terms in Customer’s forms or correspondence, unless a written contract signed by both Parties exists. In the event of conflict between these Terms and a PO, these Terms will govern. For Products specifically stocked, customized, or branded for Customer (“Stocked Products”), Exhibit A shall control.
2. Termination
Either Party may terminate a PO, in whole or in part, by providing thirty (30) days’ prior written notice. Termination is also permitted upon a Party’s bankruptcy or similar insolvency event. Customer remains liable for all Products delivered and Services performed prior to termination.
3. Pricing; Invoicing; Payment Terms; Tax Exemptions
a. Pricing shall be as agreed in each PO. Unless otherwise specified, GSH will invoice upon delivery, and Customer shall pay via ACH within thirty (30) days of invoice date.
b. GSH may require a credit application and may withhold deliveries pending satisfactory credit review.
c. To claim any sales tax exemption, Customer must furnish valid exemption certificates for each relevant jurisdiction before delivery. Failure to provide timely documentation will result in tax charges and indemnification liability.
d. Upon termination of a PO, Customer remains responsible for all unpaid charges for Products and Services rendered.
4. Confidentiality
Each Party may have access to the other’s confidential information, including pricing, manuals, marketing plans, business data, and other proprietary materials (“Confidential Information”). Confidential Information may not be disclosed to third parties or used outside of fulfilling obligations under these Terms, except as required by law. Each Party agrees to return or destroy all Confidential Information upon request or termination, excluding secure archival backups. Exceptions apply for information that is publicly available, independently developed, or lawfully obtained without confidentiality obligations.
5. Intellectual Property
Each Party retains ownership of its preexisting and independently developed intellectual property. No rights are transferred under these Terms unless expressly agreed in writing.
6. Compliance with Applicable Law
Both Parties warrant compliance with all applicable federal, state, and local laws and regulations, including those related to pricing, labeling, product safety, and environmental matters.
7. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, GSH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Indemnification
Each Party shall indemnify and hold harmless the other Party, its affiliates, and personnel from claims, damages, or losses arising from the indemnifying Party’s breach of these Terms or gross negligence. Prompt notice and cooperation are required for any indemnification claims.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, GSH SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF FORESEEABLE. GSH’S TOTAL LIABILITY UNDER ANY PO SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
10. Governing Law; Venue
These Terms shall be governed by the laws of the State of New Jersey. Legal actions must be brought in the state or federal courts located in Monmouth County, NJ, and the Parties consent to jurisdiction therein.
11. Force Majeure
GSH shall not be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, labor disruptions, or supplier failures.
12. Relationship of the Parties
The relationship between the Parties is that of independent contractors. Nothing herein shall be interpreted as creating a partnership, joint venture, or agency.
13. Assignment
Neither Party may assign these Terms or any PO without the other Party’s written consent, except GSH may assign to affiliates or successors. Unauthorized assignments are void.
14. Notice
All legal notices must be sent in writing to the following address:
GSH Solution
513 Cookman Avenue, Suite 204
Asbury Park, NJ 07712
Email: orders@gshsolution.com
Phone: (301) 842-7430
15. No Strict Construction
These Terms shall not be construed against either Party by virtue of authorship. Ambiguities shall be interpreted neutrally.
16. No Third-Party Beneficiaries
These Terms create no third-party beneficiary rights unless specifically stated otherwise.
17. Product Information and Sustainability
All Product details, including specifications, recycling claims, and sustainability claims, are provided by manufacturers and are for informational purposes only. GSH makes no guarantees regarding their accuracy or fitness for any specific use. Customers are responsible for confirming whether Products meet their sustainability goals or local recycling requirements.
Exhibit A – Stocked Products
For Products GSH agrees to stock specifically for Customer:
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GSH shall determine inventory levels and storage facilities. Availability is not guaranteed.
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Customer agrees to purchase stocked Products within ninety (90) days of GSH inventory receipt. GSH may invoice and ship or dispose of any unsold inventory at Customer’s cost.
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Upon notice of PO termination or product discontinuation, Customer must promptly purchase all remaining units (in inventory, transit, or production).
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Failure to do so authorizes GSH to invoice Customer immediately and take commercially reasonable steps to clear inventory.