By purchasing and accepting delivery of products supplied by Gugent, you agree to be bound by these terms and conditions. Terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.

Once submitted, any change(s) to your order(s) may be made only with advance written approval of Gugent and such changes may require different terms, including a change in the price and/or time of delivery.  Once submitted, you may not cancel any order unless cancellation is expressly approved by Gugent in writing, which approval may be contingent on your payment of Gugent’s costs or other charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Gugent by its suppliers, and any other costs resulting from cancellation.  A verified bill of costs issued by an officer or other authorized representative of Gugent shall be conclusive as to the amount of such costs. Gugent reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading Gugent to reasonably question your willingness or ability to perform.

All sales will be delivered Ex Works Gugent 's shipping point unless otherwise noted. If shipping and handling charges are quoted or invoiced, they will include charges in addition to actual freight costs.  Delivery of Products to the carrier at Gugent 's shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit.  The general method of shipment for each item is listed in Gugent 's product directory.  However, Gugent reserves the right, in its sole discretion, to determine the exact method of shipment for any particular shipment. Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify Gugent in writing of any claims for shortages, defects or damages and shall hold Products for Gugent 's written instructions concerning disposition.  If you fail to so notify Gugent within five days after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.

Unless otherwise stated, payment in full shall be made within 30 days of invoice.  Gugent reserves the right to require an advanced deposit of up to 100% of the purchase price at the time of order or any time prior to delivery as a condition of performance. If for any reason Gugent, in its sole and unfettered discretion, deems the ultimate collectability of the purchase price to be in doubt, Gugent may, without notice to you, delay or postpone the delivery of the Products and may, at its option, change the terms of payment to payment in full or in part in advance, with respect to the entire undelivered balance of Products.  In the event of default by you in the payment of the purchase price or otherwise, Gugent, at its option, without prejudice to any other of Gugent 's lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to Gugent on demand. You agree to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by you in any of the terms hereof.  Invoices remaining unpaid after their due date will be subject to an interest charge of 1.5% per month (or the maximum rate allowed by law).  You must pay all costs of collection on unpaid amounts, including (without limitation) attorneys’ fees and related costs.

Any quotation provided by Gugent is firm only if you place a corresponding order within the time specified on the quote or, if no time period is mentioned, within 30 days. You must request shipment of the entire quantity of Products ordered within 6 months from the date of order, otherwise, Gugent’s standard prices at time of shipment may apply, at Gugent’s option, to future deliveries.

Shipment will be made promptly even if prices have been nominally increased. Price changes will be automatically applied to your invoice.  Notwithstanding any price quotation or prices listed by Gugent, if at any time prior to delivery Gugent’s costs of materials have increased by 10% or more, then Gugent may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.