Terms & Conditions — Graystone Distribution

Terms & Conditions

Terms and Conditions:

  WHEREAS, CUSTOMER wishes to have COMPANY, or COMPANY’s designee, manufacture, and package the Products (as defined below) using the formulas upon the terms and conditions set forth in this Agreement; and

WHEREAS COMPANY and CUSTOMER wish to enter into this Agreement to address the terms of their relationship and the manufacture and sale of the Products to CUSTOMER:

 1. Definitions.  In this Agreement, the following terms shall have the following meanings:

 “Product” and “Products” mean the item or items ordered by CUSTOMER from COMPANY (which may later be added to Exhibit A) that are manufactured for CUSTOMER by COMPANY or COMPANY’s designee, pursuant to the terms of this Agreement.

2. Payment:

Payment Methods:

Payments are to be made by credit card, debit card, bank wire, or check to the designated bank account and/or address provided.

Payment Terms:

Full balance to be paid at the time of order for 100lb or less. Net-30 terms are available for orders over 100lb for customers that have successfully completed previous orders.  Net-terms dictate how long a customer has to remit payment upon receipt of an invoice. For instance, net 30 means the customer has 30 days to settle the invoice (calendar days, not business days).

3. Overdue Invoices:

Customers will forfeit this accommodation once a buyer goes beyond 60 days of an invoice being past due. The buyer will be eligible to redeem this accommodation after they successfully place two consistent orders for which they have paid their balance before shipment.

 For invoices over 60 days past due, Graystone Distribution LLC will charge the market rate of 8% as interest per month until the balance is paid.Past due invoices that go beyond 90 days may be result in the debt being moved to outside collections agency and/or claims court, following a 15-day written notice to the customer


4. Inspection:

CUSTOMER is required to inspect their inventory and report any damage or defective items within 30 days of arrival.  CUSTOMER notifying COMPANY within 30 days of defective items and delivering clear evidence of the damages may result in a replacement or refund of those isolated inventory.  Transfer of ownership from COMPANY to CUSTOMER happens at delivery of said inventory.  Damages resulting in poor handling, storage, or manufacturing of inventory after delivery does not hold COMPANY liable

5. Change of Ownership:

Each party shall inform the other immediately in the event of there being any change in the control or ownership of all or a substantial part of the ownership interest in the party or its business
6. Assignment:
CUSTOMER shall not assign, transfer or subcontract this Agreement or any part of this Agreement, directly or indirectly, without COMPANY’s prior written consent (which shall not be unreasonably withheld); provided, however, that CUSTOMER may assign its rights and obligations under this Agreement to any present Affiliate of CUSTOMER without the prior written consent of COMPANY, in which case the CUSTOMER shall not be released from any of its obligations, financial or otherwise, under this Agreement.  For purposes of this Agreement, “Affiliate” shall mean any company controlling, controlled by or under common control with the party in question.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the respective successors and permitted assigns of each of the parties to this Agreement.
7. Governing Law and Disputes:
The construction, validity and performance of this Agreement shall be governed in all respects by the laws of the State of TX, without regard to its conflicts of laws provisions.  Any dispute arising under or affecting this Agreement shall be resolved exclusively by a state or federal court located in Austin, TX.  The parties’ consent to jurisdiction and venue in such courts.

8. Confidentiality:
During discussions with each other, COMPANY and CUSTOMER will be furnished or may otherwise come upon information that is proprietary to the other, including but not limited to vendor contacts, research, product-development plans, product processes, formulas or other non-public information.  Due to each party’s inability to determine when the other’s information may be confidential, both parties covenant to treat as confidential all information which they share or which may otherwise be discovered during contacts with each other (“Confidential Information”).  The parties now and forever covenant to keep confidential all exchanged information, and, without the other party’s prior written consent, they covenant not to disclose Confidential Information to any other person in any manner, in whole or in part, directly or indirectly, unless required under a court order or by subpoena (in such event, the parties shall immediately notify the other in writing of such a requirement).
a. Employees: Each party shall inform all of its employees to whom any such Confidential Information is disclosed of the provisions and shall take reasonable steps to ensure that they observe these confidentiality provisions
b. Exceptions: The obligations of each party under this clause shall not apply to any information which: (i) is public knowledge at the time of this Agreement or subsequently becomes public knowledge through no act or failure to act on the part of the recipient, its employees, its agents or its Affiliates; (ii) is known to the recipient at the time of disclosure or which is subsequently disclosed to the recipient by a third party who is not under an obligation to maintain the secrecy of the information; (iii) that can be shown by written documentation to have been developed by a party independently of and without reference to the Confidential Information; or (iv) is required to be disclosed by law.
c. Enforcement of Covenants: The parties acknowledge that in the event of a breach of the covenant of confidentiality, the non-breaching party would be irreparably and immediately harmed and could not be made whole by an award of monetary damages. Accordingly, it is agreed that, in addition to any other remedy in law or equity, the non-breaching party will be entitled to seek a temporary restraining order and pre-judgment injunction, to be granted without bond and without proof of actual damages, to halt any improper disclosure of Confidential Information.