TERMS OF SALE

PURCHASE AGREEMENT TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale apply to all sales made by Bolt Expo, LLC (“Bolt Expo”). Bolt Expo objects to any terms introduced by customer, purchaser, or buyer (“Buyer”) and rejects them in their entirety.  No terms attempted to be introduced by Buyer regarding a purchase from Bolt Expo will be of any force or effect.

Bolt Expo’s acknowledgement and acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of these terms and conditions. No terms or conditions, and no written or oral agreement that purports to vary these terms and conditions, is binding upon Bolt Expo unless set forth in writing, signed by an officer of Bolt Expo. All negotiations, proposals and representations are merged herein, and this writing constitutes the complete and exclusive statement of the terms and conditions of the Purchase Agreement between Buyer and Bolt Expo. BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING ON ANY REPRESENTATION OR PROMISE OF BOLT EXPO THAT IS NOT EXPRESSLY SET FORTH IN THIS PURCHASE AGREEMENT. In the event Buyer fails to accept this Purchase Agreement in writing, Buyer’s consent to the terms and conditions herein is conclusively presumed, either from Buyer’s failure to object within five calendar days in writing or from Buyer’s acceptance or use of the material delivered hereunder. Unless Buyer notifies Bolt Expo in writing to the contrary prior to making a purchase, Buyer represents and warrants that any employee or agent action on Buyer’s behalf is authorized by Buyer to do so and Bolt Expo may rely upon such representation.

Acceptance of Orders. All orders are subject to acceptance by Bolt Expo.  Sales representatives have authority to transmit orders but are not authorized to accept orders or otherwise bind Bolt Expo in any way. Bolt Expo reserves the right to withdraw goods from sale and modify these Terms & Conditions (“Conditions”) without prior notice. Orders that are not prepaid or do not originate from customers with an approved credit application on file; do not conform to Bolt Expo’s pricing policies or contain terms which conflict with these Conditions shall be considered rejected without further notice to the originator. In the event of a shortage of goods, Bolt Expo reserves the right to allocate available goods among customers in its own discretion.

Title, Shipment, Risk of Loss, Indemnification and Returns. Unless otherwise agreed, all sales are FOB Bolt Expo’s shipping point, and title and risk of loss or damage transfers to Buyer at that point. Buyer agrees that Buyer will pay for all customary shipping charges.  Should Buyer not be present at the time of delivery, buyer authorizes Bolt Expo to leave the goods at the delivery destination.  Buyer releases Bolt Expo and will indemnify and hold Bolt Expo harmless from and against any and all claims demands, actions, causes of action, cost, expenses, and attorneys’ fees arising out of or in connection with any and all injury including death, to any person or persons (whether third parties or agents, servants, or employees of Buyer), any and all damages to or loss of any property (whether belonging to Buyer or a third party), and any and all other damages recognized at law or in equity caused in whole or in part by or in any way related to the delivery of goods onto (or adjacent to) the delivery site by Bolt Expo, whenever such delivery is made in accordance with or pursuant to Buyer’s instruction or authorization. Goods may not be returned to Bolt Expo without express written consent of Bolt Expo.

Prices and Payment Terms. Prices quoted are for the goods described for one order and one billing. Prices applicable are those in effect at the time of acceptance of the order. Taxes (except Bolt Expo’s income tax), special handling, storage or shipping charges, insurance, and other similar charges are additional and paid by Buyer. Unless otherwise agreed, payment is due net thirty (30) days from the date of invoice in U.S. dollars in immediately available funds, without set off or deduction. Delinquent payments shall be subject to post maturity charges of one and one-half percent (1.5%) per month or the highest rate permitted by law at the point of delivery. A delinquent Buyer shall pay Bolt Expo’s reasonable costs of collection, including attorney’s fees and court costs. Bolt Expo in its sole discretion may withhold shipments, require advance payment prior to shipment, or cancel orders of any delinquent Buyer, notwithstanding earlier acceptance. Bolt Expo may increase prices at any time without prior notice. In the event of a price decline, Bolt Expo shall have no liability or obligation to refund any portion of payment resulting from prior sales.

Warranty and Limitation of Liability. BUYER ACKNOWLEDGES THAT BUYER’S PURCHASE DECISION IS BASED SOLELY UPON BUYER’S DUE DILIGENCE OF THE GOODS REQUIRED BY BUYER AND NOT BY REASON OF OR RELIANCE ON ANY STATEMENT MADE BY OR ON BEHALF OF BOLT EXPO AS TO THE MERCHANTABILITY, SPECIFIC ATTRIBUTES OR OTHER INFORMATION REGARDING THE GOODS. Representations regarding the composition and performance of the Goods are believed reliable, but BOLT EXPO MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING SUCH INFORMATION OR GOODS EXCEPT THAT BOLT EXPO WARRANTS THAT IT HAS GOOD TITLE TO THE GOODS AND THE GOODS WILL CONFORM TO THEN CURRENTSPECIFICATIONS AT THE TIME OF DELIVERY. BOLT EXPO EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bolt Expo’s liability for breach of the above warranty, whether at law, in tort or in contract, shall not exceed the cost to Buyer of the defective goods. IN NO EVENT WILL BOLT EXPO BE LIABLE TO BUYER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT Bolt Expo HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.

Right of Inspection and Claims. Buyer has three (3) days after the date of delivery to inspect the goods so delivered.  A failure to make such an inspection within that time waives notice of any defect that a reasonable inspection would have revealed.  A rejection of goods or a claim against Bolt Expo must be made in writing and delivered to Bolt Expo.  Claims made against Bolt Expo in connection with defective goods must be made in writing within five (5) days of the date of delivery or they are waived by Buyer and will not be considered by Bolt Expo. Buyer’s sole remedy for defective goods shall be in accordance with Bolt Expo’s applicable policies. Defective Goods are subject to inspection and review by Bolt Expo prior to adjustment of the claim. ANY LEGAL ACTION AGAINST BOLT EXPO IN CONNECTION WITH THE SALE OF GOODS, INCLUDING BUT NOT LIMITED TO QUANTITY, PRICES, PROMOTIONAL ALLOWANCES, PRODUCT PERFORMANCE, OR BREACH OF WARRANTY, UNDER ANY THEORY, MUST BE COMMENCED WITHIN TWO (2) YEARS OF THE DATE OF INVOICE. THEREAFTER, SUCH SUITS ARE BARRED, OTHER STATUTES OF LIMITATIONS NOTWITHSTANDING. Buyer agrees to this limitation of actions by placing an order with Bolt Expo.

Force Majeure. Bolt Expo’s performance under any order accepted pursuant to these Conditions shall be excused in the event of fire, explosion, flood, severe weather, accident, strike, governmental act, embargo, shortages of raw materials or fuel, computer system failure, war or military action, riot, civil disturbance or any other event beyond the control of Bolt Expo or which materially affects the economic basis of the bargain (“force majeure”). Bolt Expo’s performance in the event of a force majeure shall be excused for so long as the cause continues, without liability. If the force majeure shall continue unabated for ninety (90) consecutive days, Bolt Expo may, at its option, cancel any order so affected without liability.

Assignability. Orders accepted by Bolt Expo may not be assigned or otherwise transferred by Buyer without the prior written consent of Bolt Expo, which may be withheld in Bolt Expo’s sole discretion. Any attempt to so assign or transfer shall not relieve Buyer of its obligation to accept and pay for goods which it ordered.

Entire Agreement. These Conditions supersede all prior inconsistent undertakings by Bolt Expo, written or oral. Orders placed through electronic means are subject to these terms in addition to any other agreements concerning electronic procedures, and if there are inconsistencies between such other agreements and these Conditions, the terms hereof shall control.

CONFIDENTIALITY. All specifications, drawings, pricing information, and/or technical data, supplied by Bolt Expo shall remain its property and shall be held in confidence by Buyer. Such information shall not be reproduced, used or disclosed to others by Buyer without Bolt Expo’s prior written consent, and shall be returned to Bolt Expo upon demand.  Without obtaining the prior written consent of Bolt Expo, Buyer shall not advertise or publish the fact that Bolt Expo has contracted to furnish Buyer goods and services, or use any trademarks or trade names of Bolt Expo in Buyer’s advertising or promotional materials. In the event of Buyer’s breach of this provision, Bolt Expo shall have the right, among all other remedies, to cancel the undelivered portion of any goods or services ordered. 

Governing Law; Consent to Jurisdiction and Venue. These Conditions shall be governed by the laws of the State of Georgia and the courts of Gwinnett County, Georgia shall have exclusive jurisdiction without reference to the choice of law, conflicts of law, or principles of any other state or country which might otherwise be applied. BUYER HEREBY CONSENTS TO JURISDICTION, PERSONAL AND OTHERWISE, OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTIONS OF ANY NATURE TO VENUE IN SUCH COURTS. 

Miscellaneous. These Conditions shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties; provided, however, that Buyer shall not assign its rights or obligations under the Conditions without Bolt Expo’s prior written consent. No waiver of any provision of these Conditions by Bolt Expo shall be valid unless the same is in writing and signed by Bolt Expo. 

If Buyer is purchasing on credit, Buyer must have on file with Bolt Expo an approved Credit Application. For any purchase on credit, Buyer consents to Bolt Expo’s Credit Agreement, the terms and conditions of which Buyer acknowledges having read and understood and are incorporated by reference herein. All accounts past due are subject to a monthly late payment charge, not to exceed the maximum allowed by applicable state and federal law. By purchasing from Bolt Expo, Buyer represents and warrants that Buyer is not a “consumer” as that term is defined in any applicable state and federal consumer protection laws and Buyer agrees to indemnify and hold harmless Bolt Expo against any legal matter based on a claim or finding that Buyer is a “consumer.”

Bolt Expo may accept a purchase order from the Buyer, however such purchase order shall be governed by and subject to these Trading Terms and Conditions.  The Trading Terms and Conditions represents the entire contractual agreement between Bolt Expo and Buyer and supersedes any previous oral or written representations, including but not limited to provisions in Bolt Expo’s quotations, proposals, acknowledgments or other documents or a Buyer’s purchase order or memorandum of sale. No course of dealing or usage of trade shall be applicable unless expressly incorporated in these Trading Terms and Conditions. The Buyer may not vary or modify Bolt Expo’s trading terms and conditions in any manner by way of a purchase order or other unilateral document not bearing the signature of an authorized representative of Bolt Expo.  Any provision or statement contained within a purchase order presented by Buyer which is inconsistent with or attempts to otherwise expand upon or modify Bolt Expo’s Trading Terms and Conditions shall be null and void.  

Any Notices required to be made to Bolt Expo shall be sent via certified mail return receipt requested and addressed to:  Bolt Expo, LLC Attn: Notices, 5952 Peachtree Industrial Blvd, Suite #11, Norcross, GA 30071. 

Bolt Expo reserves the right to unilaterally modify or amend any portion of these Conditions at any time without prior notice. 

The current version of these Conditions and any modifications or amendments supersede all prior versions of these Conditions.

Last Modified: November 2, 2020.