Purchasing Terms & Conditions

1. Entire Agreement; Offer & Acceptance

These terms and conditions together with any appearing on the face of GRDIAN’s purchase order and any attachments will constitute the complete and exclusive agreement (“Agreement”) between GRDIAN and the Seller for the purchase of all materials and services (“Good” or “Goods” or “Services”) covered by this Agreement and supersedes all previous communications, representations or agreements between the parties with respect thereto. No alteration, amendment or modification to this Agreement will be binding on Buyer unless in a writing signed by an authorized agent of Buyer. Agreement terms constitute an offer to Seller expressly limited to the terms herein. Buyer reserves the right to revoke this offer at any time prior to its acceptance. This offer will expire 45 days after its issue date unless accepted by Seller within such 45-day period or extended in writing by Buyer. Acceptance will be accomplished solely by the return of an executed acknowledgement copy of the Buyer’s Purchase Order or by delivery of conforming Goods.

2. Changes

GRDIAN reserves the right to make changes in any one or more of the following: (a) specifications, drawings, and data incorporated into this Agreement where the Goods to be furnished are to be specially manufactured for GRDIAN; (b) methods of shipment or packing; (c) place of delivery; and (d) time of delivery. If such change causes an increase or decrease in the cost or time required for performance, an equitable adjustment will be made in the price or delivery schedule or both. Any claim by Seller for adjustment under this clause will be deemed waived unless made in writing within TEN (10) days from receipt by Seller of the change proposed by GRDIAN. Price increases or extensions of time for delivery will not be binding on GRDIAN unless evidenced by a Purchase Order Change Notice issued and signed by GRDIAN.

3. Delivery

Delivery will be in strict accordance with GRDIAN’s schedule. The Seller will notify GRDIAN of delays in production and shipping. GRDIAN reserves the right without liability to cancel this Agreement in whole or in part if Seller fails to follow GRDIAN’s schedule. Time is of the essence of this Agreement. Delivery will be strictly in accordance with Buyer’s schedule. Seller will immediately notify Buyer of any delays in shipping. Buyer reserves the right without liability to cancel this Agreement in whole or in part if Seller fails for any reason to make delivery as required in accordance with Buyer’s schedules. Shipments sent C.O.D. without Buyer’s written consent will not be accepted by the Buyer and will be at Seller’s risk and expense. All shipments must equal exact amounts ordered unless otherwise agreed in writing in advance by the Buyer. Buyer will pay only for maximum quantities ordered. Over shipments will be held at Seller’s risk and expense for a reasonable time awaiting shipping instructions. Returns will be Seller’s risk and expense including transportation charges. All shipments of hazardous materials will be accompanied by applicable Material Safety Data Sheets and in appropriately labeled packaging and containers.

4. Price

GRDIAN will not be billed a price higher than stated on GRDIAN’s purchase order unless GRDIAN agrees to such an increase in writing in advance. Seller represents that prices comply with applicable government regulations in effect at the time of quotation, sale, or delivery. Unless otherwise agreed, the contract price will include all applicable federal, state and local taxes of any kind in effect on the date of GRDIAN’s purchase order.

5. Packing

No charge will be made to GRDIAN for packing, boxing, or cartage unless otherwise agreed to by GRDIAN in writing. Goods not properly packed will result in the refusal of the shipment. The Seller will be responsible for paying inbound and outbound freight including a 10% handling charge if the packaging is found to not conform with our standards. Each package or packing unit will contain a packing list with Seller’s name and GRDIAN’s purchase order number. The packing list should be located on the outside of the packaging or the shipment will be refused at Seller’s expense and risk.

6. Defective or Non-Conforming Works or Goods

(a) All Goods purchased will be subject to inspection and testing by GRDIAN. This includes periods of manufacturing, and, in any event, prior to final acceptance. If an inspection or test is made by GRDIAN at Seller’s premise, the Seller will provide all reasonable facilities and assistance for the safety and convenience of GRDIAN’s inspectors. No inspection or test made prior to final inspection and acceptance does not relieve the Seller’s responsibility for defects or other failures to meet the requirements of the order. (b) GRDIAN will have the right to reject any non-conformity with requirements and any cases of defective in material or workmanship. GRDIAN will exercise its right to either reject the Goods for a full credit or refund, require the Seller to correct the errors or accept an adjustment to the price. Any Goods that have been rejected or require correction will be replaced or corrected at the expense of the Seller promptly after notice. (c) Seller will provide and maintain an inspection system, which is acceptable to GRDIAN. Records of all inspection work will be kept complete and available to GRDIAN during the performance of this order and for such further period as GRDIAN may determine. (d) Any transportation costs due to the return of non-conforming Goods for credit, refund, rework, or replacement will be at Seller’s expense.

7. Title & Risk Loss

Unless otherwise agreed in writing by GRDIAN, Goods will ship F.C.A. origin (Incoterms 2010); title and risk of loss will pass to Buyer upon proper delivery of the shipment to the common carrier. When Goods are shipped F.C.A. destination, Buyer will not be required to claim against the carrier and title and risk of loss will remain with Seller until proper delivery is made to GRDIAN at GRDIAN’s ship-to address on its purchase order. In any event, Seller will remain liable for any loss or damage to the shipment due to Seller’s failure to properly package the shipment.

8. Warranty

Seller warrants that the Goods or Services to be provided will be in strict conformity to all requirements, specifications, environmental regulations, drawings, data, or designs and will not infringe on U.S. or foreign patents or other intellectual property rights and that the Goods or Services will be free from defects in material, workmanship and manufacture and, where design is GRDIAN’s responsibility, will be free from defects in design. These warranties will survive GRDIAN’s acceptance and payment of the Goods or Services. Seller further warrants that at the time of delivery to GRDIAN it has title to the Goods, free and clear of any and all liens and encumbrances. The foregoing warranties will constitute conditions and are in addition to all other warranties at law or in equity or under this order and will not be deemed to be inclusive. All warranties will run to GRDIAN, its successors, assigns, customers and users of its products. GRDIAN’s approval of Seller’s material or design will not relieve Seller of the warranties set forth in this clause, nor will waiver by GRDIAN of any drawing or specification requirement for one or more of the Goods constitute a waiver of such requirements for the remaining Goods to be delivered hereunder unless so stated by GRDIAN in writing. The provisions of this clause will not limit or affect the rights of GRDIAN under Section 6 above.

9. Buyer’s Property

All special dies, molds, patterns, jigs, fixtures, drawings, specifications, documents, materials, and equipment supplied by GRDIAN or purchased or fabricated by Seller for GRDIAN will remain the sole property of GRDIAN and no title will pass from GRDIAN to Seller. Seller understands and agrees that GRDIAN’s property is proprietary to GRDIAN and Seller agrees that it will not release or disclose GRDIAN’s property without GRDIAN’s prior authorization. Seller agrees that GRDIAN’s property will be held by Seller at Seller’s risk and will be held free and clear of all liens and encumbrances; used only in filling orders from GRDIAN; and kept separate from other materials not specifically identified as the property of GRDIAN. Seller waives any right it may have to withhold GRDIAN’s property. Seller’s failure to return GRDIAN’s property will be deemed a material breach of this Agreement and will render Seller liable for incidental, special, consequential and general damages.

10. Claims

Seller agrees to hold GRDIAN, its affiliates, subsidiaries, successors, assigns, distributors, dealers and customers harmless and defend at GRDIAN’s expense, all suits, actions, controversy, proceedings, claims or demands against, or liabilities, losses, costs or fees incurred by any of such parties in any manner related to this Agreement or the Goods or Services provided hereunder. Seller agrees to hold GRDIAN, its affiliates, subsidiaries, successors, assigns, distributors, dealers and customers harmless and defend at Seller’s expense any actual or claimed infringement of any U.S. or foreign patents, trademarks, copyrights or other intellectual property rights resulting from the use or sale of Seller’s Goods except infringement resulting from adherence to GRDIAN’s specifications or drawings. Seller further agrees to pay and discharge any and all judgments or decrees, which may be rendered in any action against such parties. If any Goods will be held to infringe any such patent, trademark, copyright or other intellectual property right and GRDIAN will be enjoined from using same, Seller will exert its best efforts, at its option and at its expenses (a) to procure for GRDIAN the right to use such Goods free from any liability for patent infringement, or (b) to replace Goods with a non-infringing substitute otherwise complying substantially with all requirements of this Agreement or (c) refund the purchase price and all other costs reasonably incurred by GRDIAN with respect to such Goods.

11. Remedies

If Seller breaches this Agreement, GRDIAN reserves the right to exercise any and all its rights and remedies available hereunder and at law, in equity, or under the Uniform Commercial Code, which rights and remedies will be cumulative. If GRDIAN breaches this Agreement, Seller’s sole and exclusive remedy will be the recovery of the Goods from GRDIAN or their price if sold by GRDIAN to a third party. GRDIAN shall in no event be liable for punitive, incidental or consequential damages.

12. Limitation of Liability

GRDIAN will not be liable for incidental, consequential, punitive, indirect or special damages, even if GRDIAN has been advised of the possibility of such damages.

13. Compliance with Laws

Diversion of Goods contrary to U.S. law is prohibited. Seller will use its best efforts to cooperate with GRDIAN to identify and classify controlled items and technology transferred by Seller to GRDIAN. Seller will comply with all federal, state, local and international laws and regulations applicable to the performance of its obligations in the manufacture or sale of Goods, or in the performance of the Services. If the Goods ordered are purchased for incorporation into goods sold under a United States Government contract or subcontract, the terms required to be included in that contract or subcontract will be deemed to apply to this Agreement.

14. GRDIAN’S Protection in Connection with Work Done at Its Site

Seller will take such steps as may be reasonably necessary to prevent personal injury or property damage during any work hereunder that may be performed by any employees, agents or subcontractors of Seller at GRDIAN’s facility: and Seller will indemnify and hold harmless GRDIAN from and against loss, liability, and damages arising from or caused directly or indirectly by any act or omission of such agents, employees, or subcontractors of Seller and Seller will maintain such insurance against public liability and property damage and such Employee’s Liability and Compensation insurance, as will protect GRDIAN against the aforementioned risks and against any claims under any worker’s compensation and occupational-related law or regulation.

15. Termination

GRDIAN may at any time terminate this Agreement in whole or in part by email, mail, facsimile or telephone. If notice is given verbally, GRDIAN will confirm notice of termination in writing. If GRDIAN terminates because of Seller’s breach for any condition including but not limited to a breach of warranty or Seller’s delay except due to considerations beyond Seller’s control and without Seller’s fault or negligence, Seller will not be entitled to any costs or profits and GRDIAN will have available all remedies provided in law and equity. Upon cancellation, Seller will deliver to GRDIAN such work in process or complete Goods as GRDIAN may request. GRDIAN will have no liability to Seller beyond payment for Goods delivered to and accepted by GRDIAN prior to Seller’s receipt of notice of cancellation and for such additional Goods specifically requested by and delivered to GRDIAN.

16. Confidential Information

Without the prior written consent of GRDIAN; Seller will neither disclose to any person outside its employ, nor make copies, in whole or in part, nor use for purposes other than the performance of this Agreement, any information pertaining to the existence or terms of this or any other agreement with GRDIAN, including but not limited to specifications and descriptions in this Agreement. If there is unauthorized disclosure, Seller will immediately report it to GRDIAN and follow GRDIAN’s instructions. Seller will return all written documentation delivered to or generated by Seller pursuant to the performance of this Agreement (including copies) to GRDIAN when this Agreement expires, is terminated, or when requested by GRDIAN. When destroying the copies of such documentation made by Seller, Seller will shred or burn hard copies or delete or destroy the media in case of electronic data copies. No termination of this Agreement by expiration or otherwise will affect any obligation herein respecting such information.

17. General

  1. Seller will not delegate any duties or assign any rights under this Agreement without GRDIAN’s prior written consent. GRDIAN may assign this Agreement at any time if such assignment is considered necessary to GRDIAN in connection with a sale of GRDIAN’s assets or a transfer of its obligations.

  2. A waiver by GRDIAN of any default or of any terms and conditions will not be deemed to be a continuing waiver of any other default or of any other terms and conditions. The waiver only applies to the instance to which the waiver is directed.

  3. Should GRDIAN refer this Agreement to an attorney in order to enforce any of its provisions, GRDIAN will be entitled to recover reasonable attorneys’ fees in addition to other damages.

  4. The laws of the State of California will govern this Agreement, without regard to its conflict of law rules. The exclusive forum for the resolution of any disputes hereunder will be California State courts in the County of Los Angeles or federal district courts in the Southern District of California located in Los Angeles, California. Any provisions, which are unenforceable in any jurisdiction, will not affect the remaining provisions or the enforceability of the provisions in any other jurisdiction.

  5. Any required notices will be given by email, mail, facsimile or telephone. If notice is given verbally, the party giving notice will confirm the notice in writing.

  6. Seller will consider GRDIAN’s current environmental policy and other environmental commitments in providing Goods and Services.

  7. Seller warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of GRDIAN any gratuity with a view toward securing any business from GRDIAN of influencing such person with respect to the terms, conditions or performance of any contract with or order from GRDIAN.

18. Notice on Front of Purchase Order

GRDIAN limits acceptance of its purchase order to the terms appearing on its face, these terms and in the CORPORATE PURCHASING TERMS AND CONDITIONS and any attachments and specifications (Agreement), which are incorporated by reference. Any acknowledgement, commencement of performance or delivery of Goods or Services will be deemed an acceptance of the Agreement. Terms in Seller’s acceptance, which are in addition to or different from GRDIAN’s terms, will not be a part of the Agreement.