1. Interpretation
In these Terms and Conditions (“Conditions”):
“Buyer” means any legal entity or individual acting in the course of trade, business, or profession.
“Seller” means GMG Americas LP, 120 Industrial Park Road, Hingham, MA 02043, USA.
“Contract” means any agreement for the sale or license of Goods formed under these Conditions.
“Goods” means all products and services supplied by the Seller, including software, licenses, hardware, proofing media, consumables, and services.
“Force Majeure” means any event beyond the Seller’s reasonable control.
2. Business-to-Business Sales Only
All sales are made strictly on a business-to-business basis. By placing an order, the Buyer confirms that it is not acting as a consumer and that consumer protection laws do not apply.
3. Basis of Sale
All orders are subject exclusively to these Conditions. An order constitutes an offer by the Buyer and is accepted only upon written confirmation by the Seller or upon delivery. No variation shall be binding unless agreed in writing by the Seller. Errors may be corrected without liability.
4. Orders and Specifications
The Buyer is responsible for the accuracy and suitability of all order details. Orders may not be canceled or modified without prior written consent. Custom Goods, software licenses, digital products, and opened consumables are non-cancelable.
5. Software
Software is licensed, not sold, and is subject to the applicable End User License Agreement. Delivery or access constitutes acceptance.
6. Price
Prices are exclusive of taxes, shipping, and handling unless stated otherwise. Prices may change prior to order acceptance.
7. Payment
Payment is due at checkout unless otherwise agreed. Approved credit terms require payment within 30 days. Late payments accrue interest at 16% per annum or the maximum rate permitted by law.
8. Delivery
Delivery dates are estimates only. Risk of loss passes upon shipment (physical Goods) or delivery/download (digital Goods).
9. Title
Title to physical Goods remains with the Seller until paid in full.
10. Returns, Refunds and RMA
An RMA is required for all returns.
Software: All software sales are final once downloaded or license keys issued. No refunds after download. Limited exception applies only for material non-conformance reported within 30 days prior to download.
Hardware: Returnable within 30 days only if unopened and unused. 40% restocking fee may apply. Opened hardware is non-returnable.
Media: Returnable only if unopened, undamaged, resaleable, and within 30 days. 20% restocking fee may apply.
Services: All services are non-refundable once scheduled or delivered.
11. Warranties
Goods conform to specifications at delivery. All other warranties are disclaimed to the fullest extent permitted by law.
12. Limitation of Liability
Seller is not liable for indirect or consequential damages. Total liability shall not exceed the amount paid for the Goods.
13. Force Majeure
Seller is not liable for delays caused by Force Majeure events.
14. Insolvency
Seller may suspend or terminate the Contract if the Buyer becomes insolvent.
15. Governing Law
These Conditions are governed by the laws of the Commonwealth of Massachusetts.
16. General
If any provision is unenforceable, the remaining provisions remain in effect. These Conditions constitute the entire agreement.
