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In order to gain access to any secure portion of the Gorbel, Inc. ("Gorbel") website (the "Site") you, the "User", as that term is defined below, hereby expressly acknowledge and agree to the following. The User is an authorized Gorbel, Inc. ("Gorbel") dealer, the customer of an authorized Gorbel dealer, or the customer of Gorbel who has been expressly granted authority to obtain direct access to certain secure pages located at the Site (the "User"). No one other than an authorized "User" is permitted to access the secure pages located at the Site. User hereby acknowledges and agrees that to access the secure pages located at the Site, Gorbel has issued to you a unique User identifier or password (the "Password".) User hereby acknowledges and agrees that such Password provides access to the secure pages of the Site that contain "Confidential Information" as that term is defined below, and accordingly, that such Password shall be kept in strict confidence by User, for use solely by User and that User shall not, either directly or indirectly, disclose to, or permit any disclosure or use of such Password, by any person or entity other than User. User hereby acknowledges and agrees that for purposes of this Agreement, the Password also constitutes Gorbel "Confidential Information" as that term is defined below. These secure pages contain confidential and proprietary information of Gorbel, including but not limited to product pricing, proprietary drawings, product comparisons, product specifications, customer service information and other Gorbel business information (the "Confidential Information"), which the User agrees to keep confidential and not to use for any purpose other than the purchase and sale of Gorbel products consistent with its status as an authorized User and the requirements of this Agreement. The User may use the Confidential Information from the secure pages solely for the purpose of assisting the User in its efforts as either an authorized dealer or customer of Gorbel products and for no other purpose. Title to all Confidential Information shall at all times remain with Gorbel and Confidential Information in the possession of User at any time for any purpose shall be and remain at all times the sole, proprietary property of Gorbel. Any and all Confidential Information in digital, documentary or any other form in your possession as a User at any time shall be delivered to Gorbel at its offices located at 600 Fishers Run, Fishers, New York 14453, including all copies thereof, upon the termination of User’s business relationship with Gorbel for any reason, or at any such time as may be requested in writing by Gorbel. User acknowledges and agrees that the Confidential Information is proprietary to Gorbel, is secret and is disclosed by Gorbel on a "need to know" basis, is not known to the general public, is not readily ascertainable from a public source and was developed through the expenditure of substantial resources for the express purpose of providing Gorbel and its authorized dealers and distributors with a competitive advantage in the marketplace. Accordingly, irreparable harm to Gorbel will result from any improper use or disclosure of any Confidential Information and in the event of any such improper use or disclosure of Confidential Information, Gorbel shall be entitled to seek equitable relief, including but not limited to seeking injunctive relief, in addition to any all other legal remedies. User hereby agrees to maintain in strict confidence and not to disclose to any third party, nor to use except for the benefit of Gorbel, all or any part of the Confidential Information. Any use of Confidential Information to reverse engineer or otherwise manufacture or design products similar to Gorbel’s products is strictly prohibited without the express, prior written consent of Gorbel. These obligations are continuing and shall continue with respect to any Confidential Information from the date you access the Gorbel Site. Any communication in connection with any Confidential Information accessed through the Gorbel Site must be in writing addressed and/or delivered to: David P. Butwid, Vice President, Gorbel, Inc., 600 Fishers Run, P.O.B. No. 593, Fishers, New York 14453-0593, or such other person as Gorbel shall hereafter designate in writing. It is expressly acknowledged and agreed that this Agreement conveys no rights whatsoever under any Gorbel intellectual property, including but not limited to any patent, trademark, copyright or mask work of Gorbel and no warranty or indemnification whatsoever as to the use of any such Confidential Information is impliedly or expressly given. If any provision of this Agreement is declared to be invalid or unenforceable by any court of competent jurisdiction, such decision will not affect the other provisions of this Agreement, all of which shall remain fully enforceable in accordance with their respective terms, and this Agreement shall be interpreted as if such offending provision was omitted. This Agreement shall be effective on the date User evidences its consent by clicking the "I Accept" button below. NOTICE: ANY UNAUTHORIZED USE OR DISCLOSURE OF USER’S PASSWORD, ACCESS TO THE SECURE PAGES OF THE GORBEL WEB SITE AND/OR ANY UNAUTHORIZED USE OR DISCLOSURE OF ANY GORBEL CONFIDENTIAL INFORMATION CONTAINED THEREIN BY ANY PERSON OR ENTITY IS STRICTLY PROHIBITED AND MAY SUBJECT SUCH PERSON OR ENTITY TO FEDERAL AND/OR STATE COMMON LAW AND/OR STATUTORY CIVIL AND/OR CRIMINAL LIABILITY UNDER, AMONG OTHER THINGS, THE COMPUTER FRAUD AND ABUSE ACT OF 1986, THE UNIFORM TRADE SECRETS ACT AND/OR THE ECONOMIC ESPIONAGE ACT OF 1996. GORBEL SHALL BE ENTITLED TO RECOVER ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF THE TERMS AND CONDITIONS OF THIS CONFIDENTIALITY AGREEMENT, INCLUDING BUT NOT LIMITED TO ATTORNEYS FEES. GORBEL TERMS AND CONDITIONS 1.Prices: Unless otherwise specifically stated in the proposal, all prices are: a.FOB shipping point: b.Exclusive of transportation, handling, unloading at building, installation, supervision and erection costs all of which must be paid by Purchaser; c.Subject to change prior to acceptance of order by Gorbel. 2.Terms: Payment terms are Net 30 unless otherwise negotiated. Orders or account balances exceeding $100,000.00, or accounts aged beyond terms will be subject to special credit terms which may include deposits and/or progress payments. 3.Acceptance: a.This quotation is subject to acceptance within sixty (60) days; b.There are no agreements or oral understandings outside of this proposal; c.If acceptance of this proposal is evidenced by the issuance of purchase order, such order shall become a contract when accepted by Seller. If any of the provisions of such purchase order supersede, modify, add or detract from the terms and conditions of this proposal, the terms and conditions of this proposal shall govern. 4.Delivery: a.For shipments within United States: FOB shipping point, except as otherwise provided in the proposal; For shipments outside of United States: ExWorks shipping point. b.Seller shall not be liable for delay or failure of performance caused by war, fire, accident, act of God, strike, differences with workmen, government order or requirement, shortage of materials, transportation or other reason beyond its control. c.For shipments within North America, Product will be shipped via common carrier, unless noted on the purchase order. For shipments outside of North America, Product will be shipped via consolidated ocean freight unless noted on the purchased order. 5.Taxes: No Sales, Use, Excise, Occupational Tax or other tax has been included in the contract price unless separately shown, and the purchaser hereby assumes and agrees to pay any of the above taxes. 6.Limited Warranty: It is agreed that the equipment purchased hereunder is subject to the following LIMITED warranty and no other. Gorbel Incorporated ("Gorbel") warrants the manual push-pull Work Station Cranes, Jib Crane, and Gantry Crane products to be free from defects in material or workmanship for a period of five years or 10,000 hours use from date of shipment. Gorbel warrants the Motorized Work Station Cranes and Jib Crane products to be free from defects in material or workmanship for a period of two years or 4,000 hours use from the date of shipment. Gorbel warrants the G-Force® and Easy Arm™ products to be free from defects in material or workmanship for a period of one year or 2,000 hours use from the date of shipment. This warranty does not cover Gantry Crane wheels.This warranty shall not cover failure or defective operation caused by operation in excess of recommended capacities, misuses, negligence or accident, and alteration or repair not authorized by Gorbel. No system shall be field modified after manufacture without the written authorization of Gorbel, Inc. Any field modification made to the system without the written authorization of Gorbel, Inc. shall void Gorbel’s warranty obligation. OTHER THAN AS SET FORTH HEREIN, NO OTHER EXPRESS WARRANTIES, AND NO IMPLIED WARRANTIES, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY GORBEL WITH RESPECT TO ITS PRODUCTS AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. GORBEL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT FORESEEABLE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS AND ALL SUCH INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL DAMAGES ARE HEREBY ALSO SPECIFICALLY DISCLAIMED. Gorbel’s obligation and Purchaser’s or end user’s sole remedy under this warranty is limited to the replacement or repair of Gorbel’s products at the factory, or at the discretion of Gorbel, at a location designated by Gorbel. Purchaser or end user shall be solely responsible for all freight and transportation costs incurred in connection with any warranty work provided by Gorbel hereunder. Gorbel will not be liable for any loss, injury or damage to persons or property, nor for damages of any kind resulting from failure or defective operation of any materials or equipment furnished hereunder. Components and accessories not manufactured by Gorbel are not included in this warranty. Purchaser’s or end user’s remedy for components and accessories not manufactured by Gorbel is limited to and determined by the terms and conditions of the warranty provided by the respective manufacturers of such components and accessories. A.DISCLAIMER OF IMPLIED WARRANTY OF MERCHANTABILITY Gorbel and Purchaser agree that the implied warranty of merchantability is excluded from this transaction and shall not apply to the goods involved in this transaction. B.DISCLAIMER OF IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE Gorbel and Purchaser agree that the implied warranty of fitness for particular purpose is excluded from this transaction and shall not apply to the goods involved in this transaction. C.DISCLAIMER OF EXPRESS WARRANTY Gorbel’s agents, or dealer’s agents, or distributor’s agents may have made oral statements about the machinery and equipment described in this transaction. Such statements do not constitute warranties, and Purchaser agrees not to rely on such statements. Purchaser also agrees that such statements are not part of this transaction. D.DISCLAIMER OF SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES Gorbel and Purchaser agree that any claim made by Purchaser which is inconsistent with Gorbel’s obligations and the warranty remedies provided with Gorbel’s products, and in particular, special, incidental and consequential damages, are expressly excluded. E.DEALER OR DISTRIBUTOR NOT AN AGENT Gorbel and Purchaser agree that Purchaser has been put on notice that dealer or distributor is not Gorbel’s agent in any respect for any reason. Gorbel and Purchaser also agree that Purchaser has been put on notice that dealer or distributor is not authorized to incur any obligations or to make any representations or warranties on Gorbel’s behalf other than those specifically set forth in Gorbel’s warranty provided in connection with its product. F.MERGER This warranty agreement constitutes a final and complete written expression of all the terms and conditions of this warranty and is a complete and exclusive statement of those terms. G.PAINTING Every crane (excluding components) receives a quality paint job before leaving the factory. Unfortunately, no paint will protect against the abuses received during the transportation process via common carrier. We have included at least one (1) twelve ounce spray can for touchup with each crane ordered (unless special paint was specified). If additional paint is required, contact a Gorbel® Customer Service Representative at 1-800-821-0086 or 1-585-924-6262. 7.Title and Ownership: Title to the machinery and equipment described in the foregoing proposal shall remain with Gorbel and shall not pass to the Purchaser until the full amount herein agreed to be paid has been fully paid in cash. 8.Claims and Damages: Unless expressly stated in writing, goods and equipment shall be at Purchaser’s risk on and after Seller’s delivery in good shipping order to the Carrier. Gorbel shall in no event be held responsible for materials furnished or work performed by any person other than it or its authorized representative or agent. 9.Cancellations: If it becomes necessary for the purchaser to cancel this order wholly or in part, he shall at once so advise Gorbel in writing. Upon receipt of such written notice all work will stop immediately. If the order entails only stock items, a flat restocking charge of 15% of the purchase price will become due and payable by Purchaser to Gorbel. Items purchased specifically for the canceled order shall be charged for in accordance with the cancellation charges of our supplier plus 15% for handling in our factory. The cost of material and/or labor expended in general fabrication for the order shall be charged for on the basis of total costs to Gorbel up to the time of cancellation plus 15%. 10.Returns: No equipment, materials or parts may be returned to Gorbel without express permission in writing to do so. Extra Charge Delay: If Purchaser delays or interrupts progress of Seller’s performance, or causes changes to be made, Purchaser agrees to reimburse Gorbel for expense, if any, incident to such delay. 11.Changes and Alterations: Gorbel reserves the right to make changes in the details of construction of the equipment, as in its judgment, will be in the interest of the Purchaser; will make any changes in or additions to the equipment which may be agreed upon in writing by the Purchaser; and Gorbel is not obligated to make such changes in products previously sold any customer. 12.Third Party Action: Should Gorbel have to resort to third party action to collect any amount due after thirty (30) days from date of invoice, the Purchaser agrees to pay collection costs, reasonable attorney’s fees, court costs and legal interest. 13.OSHA Responsibilities: Gorbel agrees to fully cooperate with Purchaser in the design, manufacture or procurement of safety features or devices that comply with OSHA regulations. In the event additional equipment or labor shall be furnished by Gorbel, it will be at prices and standard rates then in effect, or as may be mutually agreed upon at the time of the additional installation. 14.Equal Employment Opportunity: Gorbel agrees to take affirmative action to ensure equal employment opportunity for all job applicants and employees without regard to race, color, age, religion, sex, national origin, handicap, veteran, or marital status. Gorbel agrees to maintain non-segregated work facilities and comply with rules and regulations of the Secretary of Labor or as otherwise provided by law or Executive Order.
600 Fishers Run | PO Box 593 | Fishers, NY 14453 USA
toll free: 800.821.0086 | office: 585.924.6262 | fax: 585.924.6273
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