BY USING THIS WEBSITE TO OBTAIN A SHIPPING LABEL AND/OR BY SHIPPING MATERIALS TO OR PURCHASING MATERIALS FROM GARFIELD REFINING LLC, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE STANDARD TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU SHIP MATERIALS TO GARFIELD REFINING LLC ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
YOU MAY NOT ORDER OR OBTAIN SHIPPING LABELS OR SERVICES FROM THIS WEBSITE IF YOU (I) DO NOT AGREE TO THESE TERMS, (II) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH GARFIELD REFINING LLC, OR (III) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
- Terms and Conditions: These Standard Terms and Conditions, shall apply to any and all transactions between Garfield Refining LLC (“Company”) and the Customer (collectively the “Parties”). This agreement shall supersede any and all prior and/or contemporaneous agreements between the Parties, including but not limited to, confirmations, purchase orders, other terms and conditions, oral agreements or any other agreement whatsoever, with the exception of payment terms sent by check or wire, which shall be considered together with these Standard Terms and Conditions. Any documents or other instruments of the Customer or Company are for identification only and form no part of the agreement between the Parties, which is governed by these Standard Terms and Conditions. Any purported amendment, addition, modification or waiver not in compliance with these Standard Terms and Conditions shall be void and unenforceable. No modification, change, or amendment of this agreement will be valid unless made in writing and signed by the Parties. If Customer does not execute these Standard Terms and Conditions, Customer’s performance of downloading a shipping label, shipping Materials, and/or purchasing Materials from Company shall be deemed acceptance by performance by Customer.
- Shipping: All incoming Materials shipped by Customer shall be accompanied by a full description, including any known or estimated metal content and gross and tare weights. Company’s weight of incoming Materials shall govern the transaction between the Parties. Customer agrees to ensure that Materials are packed safely and securely and are properly labeled so as to conform to all laws and regulations governing the safe and environmentally compliant transportation of the Materials. It is Customer’s sole responsibility to determine through process knowledge or testing whether Material is considered “hazardous waste” under applicable local, state, and federal regulations, and Customer shall abide by all regulations applicable to the sale and transport of said Materials. Customer shall hold Company harmless and indemnify Company against any and all actions, proceedings, losses, claims, costs, damages, and expenses whatsoever that arise from the processing, shipping, and/or improper labeling of Materials.
- Inspection and Rejection of Material: Company reserves the right to reject Materials for any reason whatsoever, including Materials that Company deems are unsuitable for processing or Materials contained in packaging that may have been damaged during shipping. All rejected Materials shall be returned to Customer at Customer’s expense. Should Customer desire their Materials be processed in a certain manner, it is Customer’s responsibility to segregate Materials by lot and/or classification prior to shipping/delivery and to identify and explain such classification in writing. Company will use best efforts to comply with Customer’s request to segregate Materials upon receipt, but Customer shall hold Company harmless for any commingling of Materials, should Materials not be segregated prior to receipt. Company does not purchase stones or gems and does not guarantee their condition during removal, which must be agreed to in writing prior to receipt of Materials. Upon request, Company will retain a reserve sample of Materials for a limited time, but in no event more than seven (7) days after Company sends Customer a settlement offer for the Materials. The content of all Materials shipped by Customer must adhere to and comply with quoted sales terms. If Company receives Materials that do not comply with the quality of Material quoted, Company shall requote pricing. Should Company unknowingly process non-conforming Materials, Customer shall be liable for all associated processing costs and fees including shipments costs if Materials are ultimately returned to Customer.
- Offer to Purchase: Before determining if it will make any proposal to purchase Customer’s Materials, Company shall have the right to refine/process the Materials to the point at which Company can evaluate its contents. The Parties hereby acknowledge that Company shall decide, at its sole discretion, whether to make an offer to purchase Customer’s Materials and such offer price will be determined by Company at its sole discretion. Company considers a variety of factors when determining what price to offer for Customer’s Materials, including, but not limited to: the character and historic value of Customer’s Materials, Company’s laboratory analysis and the uncertainties thereof, the estimated yield on final recovery, and the risks and costs of processing the Materials. Company’s offer shall be in the form of payment via check, wire, ACH, or precious metal exchange equivalent to the price offered by Company. If Customer wishes to further inquire about Company’s offer, Customer shall have three (3) days from receipt of Company’s offer to notify Company. Should Customer not exercise its right of inquiry within three (3) days of receiving Company’s offer, Customer shall be deemed to have accepted Company’s offer. The acceptance or deemed acceptance of the settlement, together with the Standard Terms and Conditions, shall be the final binding agreement between the Parties. Should Customer reject Company’s offer in writing: (a) Customer shall promptly return any and all payments made by Company to Customer plus any and all other fees owed to Company without the right of offset, or any other claim whatsoever; (b) Company shall return processed Material to Customer (at Customer’s expense) after Company receives payment back from Customer; and (c) Customer shall release Company from and against all actions, losses proceedings, claims, damages, costs and expenses whatsoever relating to or arising out of the rejected order and transaction. In no event will Company be liable to Customer for any indirect, punitive, or consequential damages or penalties arising out of the transaction or Company’s or Customer’s rejection of an order or transaction pursuant to this agreement.
- Dispute Resolution: By accepting these Terms, and to the fullest extent allowed by law, the Parties agree to submit any and all Disputes arising from or relating to thESE tERMS AND CONDITIONS OR ANY AND ALL transactionS STEMMING FROM THE RELATIONSHIP CREATED BY THESE TERMS AND CONDITIONS to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code). FOR THIS REASON, PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS THAT GOVERN ANY AND ALL DISPUTES:
- Arbitration shall be before either (1) JAMS (www.jamsadr.com), or (2) the American Arbitration Association (www.adr.org). THe party who initiates arbitration shall have the choice between these two arbitration forums. The parties AGREE THAT ANY AND ALL DISPUTES, including but not limited to challenges to the validity and enforcability of this dispute resolution provision, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THese terms and conditions.
- You waive your right to a jury trial and to litigate disputes in court in favor of individual arbitration (except for small claims court as provided below).
- Notwithstanding the foregoing, either you or Garfield may elect to have an individual claim heard in small claims court. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. All other issues (except as otherwise provided herein) are exclusively for the Arbitrator to decide, including but not limited to scope and enforceability of these Terms, as well as any request to proceed in small claims court that is made after an arbitrator has been appointed.
- YOU FURTHER AGREE THAT THE ARBITRATION OF ANY DISPUTE SHALL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS, AND THAT NO SUCH ARBITRATION PROCEEDINGS MAY BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR OTHER LEGAL PROCEEDINGS INVOLVING GARFIELD OR ANY OTHER PERSON. (“CLASS ACTION ARBITRATION WAIVER”). the parties AGREE THAT THE ARBITRATOR OF ANY DISPUTE BETWEEN US MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING OR CLAIM (SUCH AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION OR PRIVATE ATTORNEY GENERAL ACTION).
- Force Majeure and Delay: Company shall not be liable for delays in performance caused by acts of God, fire, or other causalities, accident, strike, shortage of labor or Materials, production backlog, governmental action, power outages, natural disasters or other causes beyond Company’s reasonable control.
- Customer Warranties: Customer warrants to Company that they are the lawful owner of any and all Materials delivered to Company. Customer further warrants that title conveyed to Company shall be good and merchantable, its transfer rightful, and the goods shall be delivered free of any security interest, lien, or encumbrance of any kind.
- Exclusions of Warranties: Company expressly disclaims any and all Representations and Warranties, whether express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose regarding the precious metal recovery from or content of Materials sold to Customer and Customer specifically waives all such claims.
- Compliance: Customer shall comply with all applicable federal, state and local laws, government regulation and orders, including without limitation to the manufacturing, sale and delivery of goods, occupational safety and health, protection of persons and property from death, injury or damage, tax, export control, the environment and the use, handling ,storage, labeling and disposal of toxic or potentially toxic, and hazardous and/or potentially hazardous Materials and money laundering, bribery, antiterrorism, trade embargos and economic sanctions. Customer shall indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liability, and costs arising out of any claim, suit or action alleging conduct by Customer in breach of the covenants contained herein.
- Security: Customer grants to Company a first priority security interest in all Materials delivered by Customer to the possession, control, and custody of Company to secure all liabilities and obligations of any kind whatsoever owed by the Customer to Company. Company’s rights are those of a secured party under the Uniform Commercial Code of Pennsylvania. Further, Company shall have the right to offset against Customer’s account, any claims, refunds, moneys owed, metals owed, or any damages whatsoever due to Company.
- Assignment: Customer shall not have any right to assign its right or obligations under this agreement without the prior written consent of Company.
- Severability: If any provision of this agreement is prohibited by law or held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
- Indemnification: Customer shall indemnify, defend, and hold harmless Company, its affiliates and their respective officers, directors, employees and agents from and against any legal or administrative claim, liability, penalty, fine, assessment, lawsuit, litigation or any other loss, expense or damage resulting from any claim under this agreement or any transaction contemplated herein. Company shall in no event be liable for any incidental, punitive, indirect, special, and/or consequential damages arising out of, or relating to the transaction contemplated herein. Customer shall be liable for, and shall pay to Company all reasonable costs and expenses that may be incurred by Company enforcing this agreement, including all reasonable attorneys’ fees, together with the fees and costs incurred in the collection of any amounts arising out of this Contract.