Terms and Conditions

The following terms and conditions apply to all quotes, orders, invoices, and sales and constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous agreements, understandings, and negotiations.

1. Acceptance; Exclusive Terms. These Terms and Conditions shall apply to all quotes, orders, invoices, and sales unless expressly modified or superseded by a separate written agreement signed by an authorized officer of Seller that specifically identifies these terms as being superseded. These Terms and Conditions are the exclusive terms governing any sale by Seller. Any additional, different, or conflicting terms contained in any purchase order, confirmation, or other document from Buyer are hereby objected to and rejected and shall be of no force or effect. Seller’s commencement of performance or delivery shall not be deemed acceptance of any of Buyer’s terms. Acceptance of any quote, order, invoice, or delivery by Buyer constitutes acceptance of these Terms only.
2. Security Interest. To secure Buyer’s obligations hereunder, Seller reserves title to the goods and retains a purchase-money security interest in the goods, all substitutions therefor, all accessories, parts and equipment now or hereafter installed in or affixed to the goods, and all proceeds from the sale thereof, under the Illinois Uniform Commercial Code (or applicable state UCC) until the price and all other amounts due from Buyer are paid in full. Seller also has the right of set-off or lien on any deposit or sums now or hereafter owed by Seller to Buyer.
3. Confession of Judgment. To the extent permitted by applicable law and only with respect to obligations arising under transactions governed by Illinois law, Buyer, jointly and severally, hereby irrevocably authorizes any attorney of any Court of Record in Illinois to appear for Buyer and to confess judgment without process in favor of the holder hereof for any unpaid amount hereunder, together with costs of suit and reasonable attorneys’ fees, and to release and waive all errors that may intervene and consent to immediate execution thereon. Seller shall not enforce a judgment obtained by confession so as to acquire any interest in real property used or expected to be used as Buyer’s principal residence. This provision shall not apply to transactions that are not governed by Illinois law or where confession of judgment is prohibited or unenforceable under the law of the jurisdiction in which enforcement is sought.
4. Risk of Loss. Buyer assumes the entire risk of loss or damage to the goods upon delivery. Loss or damage shall not relieve Buyer of its obligations under this contract.
5. Restrictions on Transfer. Buyer shall not sell, lease, encumber, or place the goods in any other person’s possession, or remove them from Buyer’s address stated herein, without the prior written consent of the holder of this contract, until paid in full.
6. Personal Property. The goods shall remain personal property (anything done by the parties to the contrary notwithstanding). Buyer shall obtain written assurance from any present or subsequent owner of the real estate on which the goods are or may be located that the goods are personal property.
7. Taxes, Liens, Fees. Buyer agrees to keep the property free of all taxes, liens and encumbrances; to pay all recording and filing fees in connection herewith; and, in the event of delinquency, to pay a reasonable collection or delinquency fee and attorneys’ fees and to reimburse the holder for expenses caused thereby. Seller is authorized to correct patent errors in this contract. Seller’s assignee shall be entitled to all rights of Seller.
8. Events of Default. The occurrence of any of the following events or conditions shall, at Seller’s option and without notice to Buyer, constitute an event of default:
   • Default in the payment of the invoice price or any other indebtedness due hereunder;
   • Failure of Buyer to perform any agreement or warranty made by Buyer herein;
   • Loss, theft, substantial damage to, destruction, sale, encumbrance, concealment, removal, attachment, seizure, forfeiture of, or levy upon the goods; or
   • Institution by or against Buyer or Buyer’s business or property of any proceeding under any bankruptcy or insolvency statute, or filing of a petition by Buyer for an arrangement or assignment for the benefit of creditors.
9. Remedies on Default. Upon the occurrence of any event of default, Seller may declare all installments of the invoice price and all other indebtedness secured hereby immediately due and payable, without notice or demand, and the parties shall have the rights and remedies provided by Article 9 of the Illinois Uniform Commercial Code (or applicable state UCC). All rights and remedies of Seller, whether provided in this contract or conferred by law, are cumulative.
10. Repossession. If Seller demands surrender of the goods upon default, Buyer shall assemble the goods and make them available to Seller at a reasonable time and place designated by Seller. If the goods are repossessed, Buyer shall remove the contents at the time of repossession. Failing to do so, Seller may remove the contents and leave them at the location from which the goods are repossessed; Seller shall not be liable for any loss, destruction, deterioration or spoilage of such contents after removal. Buyer shall give written notice to Seller within 24 hours after repossession if Buyer claims any articles in which Seller does not have a security interest that were contained in the property at the time of repossession; otherwise such claim is waived. Buyer shall indemnify Seller against liability for reasonable expense or damage caused by removing the goods from their place of installation.
11. Waiver. Waiver of any default in any payment of the invoice price when due shall not operate as a waiver of any subsequent default. No extension of time for payment or any other modification of the terms of this contract shall be binding on Seller unless written consent is given by an authorized officer of Seller.
12. Severability. If any provision of this contract is held invalid, the invalidity shall not affect the remaining provisions. No provision shall be interpreted so as to conflict with any applicable state or federal law regulating this transaction; where more than one interpretation is possible, the interpretation consistent with the governing law shall be adopted. Time is of the essence.
13. Sanctions, Anti-Corruption & Restricted Party Screening. Seller reserves the right, at any time and in its sole discretion, to suspend, cancel, refuse, or terminate any quote, order, sale, or shipment if Seller determines that consummation of the transaction would violate, or would create a material risk of violation of:
    • any applicable economic or trade sanctions regime administered by the United States, the United Kingdom, the European Union, the United Nations, or any other relevant authority;
    • the U.S. Foreign Corrupt Practices Act (FCPA);
    • the UK Bribery Act 2010;
    • any other anti-corruption, anti-money laundering, export control, or similar laws or regulations; or
    • if Buyer, any of its beneficial owners, directors, officers, or any related party appears on, or is owned or controlled by a person appearing on, any restricted, denied, or specially designated nationals list maintained by the United States, the United Kingdom, the European Union, the United Nations, or any other applicable authority.
    • Seller shall have no liability whatsoever to Buyer arising from any such suspension, cancellation, refusal, or termination. Buyer agrees to cooperate promptly with any reasonable request for information or documentation needed for Seller’s compliance screening.
14. Assignment. Buyer acknowledges that Seller may sell and assign its rights under this contract. After such sale, Buyer will settle all claims against Seller directly with Seller and agrees not to assert any claim against Seller as a defense, counterclaim, set-off, cross-complaint, or otherwise in any action for the purchase price or possession brought by the holder hereof.
15. Notices. All notices required to be given to Buyer shall be properly given if mailed by regular mail to Buyer’s address shown on the face hereof or to such other address as Buyer may designate in writing.
16. Warranty; Entire Agreement.
    Seller’s products are warranted solely in accordance with the Limited Warranty – N.A. Grain Products (as revised from time to time), which is incorporated herein by reference and is available here. Buyer acknowledges that it has received, or has been given access to, the Limited Warranty prior to purchase.
    
    Except as expressly set forth in the Limited Warranty:
    THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE LIMITED WARRANTY DESCRIPTION; SPECIFICALLY, SELLER DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE IN CONNECTION WITH (I) ANY PRODUCT MANUFACTURED OR SOLD BY SELLER, OR (II) ANY ADVICE, INSTRUCTION, RECOMMENDATION OR SUGGESTION PROVIDED BY AN AGENT, REPRESENTATIVE OR EMPLOYEE OF SELLER REGARDING OR RELATED TO THE CONFIGURATION, INSTALLATION, LAYOUT, SUITABILITY FOR A PARTICULAR PURPOSE, OR DESIGN OF SUCH PRODUCTS.
    
    The sole and exclusive remedy for any claimant is set forth in the Limited Warranty and shall not exceed the amount paid for the product purchased. This Warranty covers only the value of the warranted parts and equipment and does not cover labor charges for removing or installing defective parts, shipping charges, sales or other taxes, or any other charges or expenses not specified in the Limited Warranty. Expenses incurred by or on behalf of a claimant without prior written authorization from Seller’s warranty department shall not be reimbursed.
    
    This Limited Warranty is not transferable and applies only to the original end-user. Seller has no obligation or responsibility for any representations or warranties made by or on behalf of any dealer, agent or distributor. Prior to installation, the end-user bears all responsibility to comply with federal, state and local codes applicable to the location and installation of the products.
    
    This Limited Warranty extends solely to products sold by Seller and does not cover any parts, components or materials used in conjunction with the product that are not sold by Seller. Seller assumes no responsibility for claims resulting from construction defects, unauthorized modifications, corrosion or other cosmetic issues caused by storage, application or environmental conditions. Modifications to products not specifically delineated in the manual accompanying the product at initial sale will void all warranties. This Limited Warranty shall not extend to products or parts that have been damaged by negligent use, misuse, alteration, accident, or that have been improperly or inadequately maintained.
    
    Notice Procedure. In order to make a valid warranty claim, written notice of the claim must be submitted using the RMA form within 60 days of discovery of a warrantable nonconformance. The RMA form is found on the OneGSI portal.
    
    Service Parts. Subject to all other conditions described in the Limited Warranty, Seller warrants Service Parts that it manufactures for a period of 12 months from the date of purchase unless a longer period is specified in the Warranty Enhancements table.
    
    This agreement, together with the Limited Warranty incorporated by reference, constitutes the entire contract between the parties and shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. No other warranties, representations, promises or statements have been made by Seller unless endorsed hereon in writing or contained in the Limited Warranty.
    
17. Limitation of Liability.
    
    IN NO EVENT SHALL SELLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF CROPS, LOSS OF GRAIN, LOSS OF LIVESTOCK, LOSS OF INVENTORY, BUSINESS INTERRUPTION, LOSS OF DATA, PROPERTY DAMAGE, OR ANY DAMAGES ARISING FROM HARDWARE FAILURES, THIRD-PARTY PRODUCTS OR SERVICES, CONNECTIVITY ISSUES, ENVIRONMENTAL FACTORS, DATA INACCURACIES, MONITORING INTERRUPTIONS, DELAYED OR MISSED ALERTS, OR ANY OTHER CAUSE, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
    SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY PRODUCT, SOFTWARE, SYSTEM, OR TRANSACTION SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE APPLICABLE PRODUCT GIVING RISE TO THE CLAIM (OR, FOR CONNECTED PRODUCTS AND MONITORING SERVICES, THE TOTAL AMOUNTS ACTUALLY PAID TO SELLER UNDER THE AGREEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM).
    
    Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, the above limitations shall apply to the maximum extent permitted by applicable law.
    
18. Force Majeure. Seller shall not be liable for any failure or delay in performance arising from causes beyond its reasonable control, including but not limited to:
    • acts or omissions of suppliers or subcontractors;
    • transportation delays or unavailability;
    • tariffs, duties, or trade restrictions;
    • shortages of materials, components, or energy;
    • labor shortages, disputes, or strikes;
    • severe weather, natural disasters, or acts of God;
    • governmental action, regulation, or embargo;
    • epidemics, pandemics, or public health emergencies;
    • communications, utility, or infrastructure outages; or
    • any other cause beyond Seller’s reasonable control.
      
      In the event of a force majeure occurrence, Seller’s time for performance shall be extended for a period equal to the duration of the delay, and Seller may allocate available product among its customers in any manner it deems reasonable. Buyer shall not be entitled to cancel any order or claim damages solely by reason of delay caused by force majeure.
19. Delivery Dates; Partial Shipments. Any delivery dates or lead times provided by Seller are estimates only and are not guaranteed. Seller shall not be liable for any delay in delivery. Seller may make partial shipments, and each shipment shall be considered a separate sale. Buyer shall not be entitled to cancel any order or refuse any shipment solely because of delay, and delay shall not excuse Buyer from its payment obligations.
20. Payment Terms. Payment terms shall be as stated on the applicable quote and/or invoice. Buyer agrees to pay all amounts when due. Past-due amounts shall bear interest at the maximum rate permitted by law. Buyer shall not withhold or set off any amounts due to Seller for any reason.
21. Inspection; Waiver of Claims. Buyer shall inspect all products immediately upon receipt. Any claim for shortage, damage in transit, or nonconformity visible upon delivery must be made in writing within five (5) business days of receipt. Failure to give timely written notice shall constitute irrevocable acceptance of the products and a waiver of all claims other than valid warranty claims under the Limited Warranty.
22. Non-Cancellable Orders. Once accepted by Seller, all orders are non-cancellable and non-returnable except as expressly provided in these Terms or with Seller’s prior written consent. Any cancellation permitted by Seller shall be subject to a cancellation fee of 15% of DNET (or such other amount as Seller may determine).
23. No Unauthorized Modification. No employee, dealer, distributor, agent, or representative of Seller has authority to modify, amend, or waive any provision of these Terms and Conditions unless such modification, amendment, or waiver is set forth in a writing signed by an authorized officer of Seller.
24. Intellectual Property.
    All intellectual property rights in and to the products, including any designs, drawings, software, firmware, documentation, trademarks, trade names, and trade secrets, remain the exclusive property of Seller or its licensors. Buyer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or structure of any software or firmware. Buyer is granted only a non-exclusive, non-transferable license to use any software or firmware embedded in or provided with the products solely as necessary for the intended operation of the products. Software and firmware are licensed, not sold. Buyer shall not remove or alter any proprietary notices.
25. Connected Products, Software, Firmware & Connectivity.
    Certain products may include firmware, software, connectivity features, monitoring controllers, cloud services, or remote monitoring capabilities (collectively, the “System”). The System may rely on wireless networks, power, sensors, gateways, cloud services, and third-party components. Performance and availability may be affected by network interruptions, outages, latency, degradation, congestion, power issues, environmental conditions, hardware failures, and other factors common in agricultural and industrial settings.
    
    Seller does not warrant that the System or any third-party products or services on which it relies will operate continuously, without interruption, error, degradation, or delay, or that it will always be available or capable of transmitting or receiving data or alerts. Seller shall not be responsible for any resulting loss of connectivity, monitoring interruptions, delayed or missed alerts, data inaccuracies, or unavailability, whether or not within Seller’s control.
    
    The System may depend on third-party products and services, including cellular carriers, wireless providers, internet service providers, and cloud platforms. Seller makes no representation, warranty, or guarantee regarding such third-party products or services. Buyer acknowledges that the System is not a life-safety system and is not guaranteed to prevent loss or damage. It supplements, but does not replace, Buyer’s own monitoring and protection of livestock, facilities, equipment, inventory, crops, grain, and other property.
    
    Firmware and software updates may be provided at Seller’s discretion and may be required for continued operation or security. Connectivity and cloud services are subject to availability of network infrastructure and third-party services and may be modified or discontinued. Seller may collect and use operational, diagnostic, and usage data from connected products for product improvement, support, analytics, and other legitimate business purposes. Buyer is responsible for securing its own networks and systems. Seller shall have no liability for any loss of data, interruption of connectivity, or cybersecurity incident arising from Buyer’s systems or third-party networks.
26. Governing Law; Venue. These Terms and Conditions and any sale hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The parties agree that this sale occurred at Assumption, Christian County, Illinois, and that exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms or any transaction hereunder shall lie in the state or federal courts located in Illinois.
27. Survival. The following provisions shall survive termination, expiration, or completion of any transaction: Warranty limitations, Limitation of Liability, Payment obligations, Indemnity, Sanctions, Intellectual Property, Connected Products, Governing Law, and any other provision that by its nature should survive.

We reserve the right to invoice at prices prevailing at the time of shipment.

All orders are considered frozen once the order enters the production window, or the approval drawing is signed, whichever happens first. No equipment changes will be accepted during this time. Order cancellations will result in a 15% of DNET cancellation fee. No cancellations are allowed 5 business days prior to scheduled shipment.

All returns are subject to a 15% of list price restocking fee.

Shipment Scheduling

• Truck pickup days should be scheduled roughly 5 weeks in advance
• Specific materials instructions for each truck should be communicated 2 weeks in advance
• Specific dock loading times should be secured 3 days in advance minimum

Shipping: 217–226-4421

*Failure to hit these scheduling milestones will lead to storage fee and handling fee of $720/truckload plus $300/truckload/month delay fee. Freight will be charged at $250 per truckload to the storage location. You will be responsible for freight from the warehouse to your location.

Order Movement

In the situation you need to request to not take receipt of your shipment as confirmed 2 weeks prior to loading, we will ship your product to another location for storage and subsequent future shipping. Fees will be assessed as follows: handling fee of $720/truckload plus $300/truckload/month delay fee. Freight will be charged at $250 per truckload to the storage location. You will be responsible for freight from the warehouse to your location.

No-Show Customer Pickup Appointments

Failure to arrive for a customer pick up appointment as scheduled and/or failure to provide a minimum of 48 hours’ notice to schedule changes will result in a no-show fee. A $225 fee will be charged per no show appointment.

Credit Hold

Orders that remain on credit hold 5 days prior to their scheduled loading time will be removed from the shipment schedule.

Preliminary Packing Lists

• Sent 2 days prior to truckload shipments for storage products from our Assumption Plant.
• Sent to the email addresses attached to your SAP customer profile
  • Not the email that receives invoices
  • Same email addresses that receive order ackwnowledgements, backorder reschedule notification etc.
• Indicates any parts that are currently not allocated to your specific shipment.

Critical Components

• Roof, Roof Hardware, Sidewalls, Sidewall Hardware, and Stiffeners
• If a critical component is missing from your shipment you can choose to move the shipment out to a later date.
• You need to contact your Assumption Shipping Coordinator within 24 hours and reschedule the shipment, or it will ship as originally planned and will likely backorder critical components

Non-Critical Components

• The preliminary packing list will indicate what other parts have not been allocated to your order, but shipments must be taken as scheduled unless a critical component is potentially backordered and you reschedule with your shipping coordinator.

Excessive Wait/Load Times/Truck Order Not Used for CPU (Customer Pick Up)

If charges are determined to be valid, GSI will reimburse our customer in the form of a credit based on the following:

Truck Shipments:

• Detention
  • 2 hours free time is required from time of scheduled appointment for loading.
  • Up to $60 per hour with a maximum of 10 hours chargeable in a single working day. Maximum chargeable hours are dictated by our shipping hours of operation at time of shipment.
  • Chargeable time will be calculated on 15 minute increments.
  • If a driver misses their loading appointment, they will be worked in based on available time slots. Any waiting time incurred due to waiting for an available time slot cannot be billed as detention.
• Layover
  • In the event that GSI is unable to load a driver as scheduled and is forced to push the loading appointment over to the next day, a Layover Charge of up to $400 will be paid.
  • To qualify, the driver must have been on time for the original loading appointment. The delay in loading to the next day must be a result of GSI controlled issues.
• Truck Ordered Not Used
  • In the event a shipment is cancelled and is not rescheduled, a TONU Charge of up to $600 will be paid. To qualify, the load cancellation must be within 24 hours of the scheduled loading appointment; and the truck must be either onsite or dispatched and in route to GSI. If the load cancelled does not meet these qualifications, then the TONU Charge will not be paid as it is viewed by GSI as “No Harm/No Foul”.
  • A TONU Charge must be supported by an agreement in writing from GSI’s Shipping/Logistics Department that the cancellation is by GSI request.

Ocean Container Shipments:

• International Shipping Documentation
  • A complete set of International Shipping Documentation will be provided no less than 1 full business day after the completion of loading of the last container on the order.
  • Partial sets or preliminary documentation will not be provided in the interim.
  • GSI will not bear the costs of any expenses incurred as a result of not providing the documentation prior to 1 full business day after the completion of the last container loaded.
• Detention
  • 4 hours free time is required from time of scheduled appointment for loading.
  • Up to $75 per hour with a maximum of 10 hours chargeable in a single working day. Maximum chargeable hours are dictated by our shipping hours of operation at time of shipment.
  • Chargeable time will be calculated on 15 minute increments.
  • If a driver misses a loading appointment, they will be worked in based on available time slots. Any waiting time incurred due to waiting for an available time slot cannot be billed as detention.
• Bobtail Charges
  • In the event that GSI is unable to load a container as scheduled and requests that the container be dropped, a Bobtail Charge will be paid.
  • All Containers that are dropped must first have GSI’s consent to do so and an agreement in writing from GSI’s Shipping/Logistics Department that a Bobtail Charge will be paid.
  • As GSI has numerous locations where container loading can take place, the Bobtail Charge will vary based on location. The maximum chargeable amount is $177.50

The rates shown are maximums that GSI will pay. Customers who are arranging their own freight are responsible for any charges over and above what GSI has stated herein. A copy of the carrier invoice must be submitted with the customer invoice as supporting documentation for payment. GSI will not accept any additional mark up that increases the invoiced amount such that it agrees with the GSI maximum charges stated above.

GSI must be notified of any shortages no later than 90 days after truck shipment for complete line shortages.

GSI must be notified no later than 150 days for Concealed Shortages (shortages within a package or box for a component of a line item).

GSI will provide load photos for any items claimed as shortages that are visible on the truck. If the Dealer cannot locate these items onsite a replacement order will need to be placed by the Dealer.