Revision Date: September 15, 2026
1. ENTIRE CONTRACT
THE TERMS AND CONDITIONS SET FORTH HEREIN, TOGETHER WITH GPI LLC'S APPLICABLE QUOTATION, WEBSITE CHECKOUT, OR WRITTEN ORDER ACKNOWLEDGMENT, CONSTITUTE THE EXPRESSION OF ALL THE TERMS OF THIS AGREEMENT AND A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN BUYER AND SELLER. ALL REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS BY ANY AGENT OR EMPLOYEE OF SELLER THAT DIFFER IN ANY WAY FROM THE TERMS AND CONDITIONS HEREOF SHALL BE GIVEN NO EFFECT OR FORCE. Any additional, contradictory or different terms contained in any initial or subsequent order or communication from Buyer pertaining to the Goods identified in GPI LLC's applicable quotation, website checkout, or written order acknowledgment (the “Goods”) are hereby objected to. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection. All orders are subject to the approval by Seller at its offices in Sparta, New Jersey. No waiver or alteration of terms herein shall be binding unless in writing, signed by an executive officer of Seller.
2. PRICE
Unless otherwise stated in GPI LLC's applicable quotation, website checkout, or written order acknowledgment, all prices are EXW Sparta, New Jersey. Prices are subject to change without notice before GPI LLC accepts an order. After acceptance, GPI LLC may adjust the price when Buyer requests or approves changes to specifications, quantities, designs, or delivery schedules, or when new or increased tariffs, duties, taxes, governmental charges, or similar costs apply to the Goods or transaction. Any applicable discount must be expressly stated in GPI LLC's quotation, website checkout, or written order acknowledgment. Buyer shall pay the purchase price and all other amounts due according to the payment terms applicable to the order.
3. WARRANTY
GPI LLC dba gpimeters.com is a distributor and does not manufacture the products it sells. Products are sold only with the applicable warranty, if any, provided by the product manufacturer and in effect for the product at the time of sale. GPI LLC does not create, expand, or modify a manufacturer warranty and makes no independent warranty for products it distributes unless expressly stated in a written agreement signed by an authorized representative of GPI LLC.
The applicable manufacturer or product-specific supplemental terms govern warranty duration, coverage, exclusions, claim deadlines, claim procedures, and available remedies. GPI LLC may assist Buyer in submitting a warranty claim, but the manufacturer determines warranty eligibility and the remedy to be provided. Unless GPI LLC agrees otherwise in writing, Buyer is responsible for removal, installation, troubleshooting, decontamination, packaging, insurance, and transportation costs associated with a warranty evaluation, repair, or replacement. No product may be returned without prior written return authorization and instructions from GPI LLC.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GPI LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO AFFIRMATION, DESCRIPTION, SAMPLE, PROMISE, OR STATEMENT BY GPI LLC OR ITS REPRESENTATIVES CREATES A WARRANTY OR MODIFIES THE APPLICABLE MANUFACTURER WARRANTY UNLESS EXPRESSLY INCLUDED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF GPI LLC.
4. LIMITATION OF LIABILITY
SELLER’S LIABILITY (WHETHER UNDER THE THEORIES OR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) FOR ITS GOODS SHALL BE LIMITED TO REPAIRING OR REPLACING PARTS FOUND BY SELLER TO BE DEFECTIVE, OR AT SELLER’S OPTION, TO REFUNDING THE PURCHASE PRICE OF SUCH GOODS OR PARTS THEREOF. AT SELLER’S REQUEST, BUYER WILL SEND, AT BUYER’S SOLE EXPENSE, ANY ALLEGEDLY DEFECTIVE PARTS TO THE PLANT OF SELLER WHICH MANUFACTURED THEM.DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH.
Consequential damages for purposes hereof shall include, without limitation, loss of use, income or profit, or losses sustained as the result of injury (including death) to any person, or loss of or damage to property (including without limitation property handled or processed by the use of the Goods). Buyer shall indemnify Seller against all liability, cost or expense which may be sustained by Seller on account of any such loss, damage or inquiry.
5. ACCEPTANCE AND TRANSPORTATION
Buyer shall inspect the Goods promptly upon delivery. Buyer must notify GPI LLC in writing of any visible shipping damage, shortage, or incorrect item within forty-eight (48) hours after delivery and must preserve the Goods and original packaging for inspection. Photographs and other reasonably requested documentation must accompany the notice. Failure to provide timely notice may affect GPI LLC's ability to pursue a carrier claim but does not shorten or eliminate any applicable manufacturer warranty for a latent defect. Claims concerning alleged product defects are governed by Section 3 and the applicable manufacturer or product-specific supplemental terms. No Goods may be returned without prior written return authorization from GPI LLC.
6. TITLE AND RISK OF LOSS
Unless GPI LLC expressly agrees otherwise in writing, title to and risk of loss of the Goods pass to Buyer when GPI LLC delivers the Goods to the carrier. Any free-shipping allowance or selection or payment of the carrier by GPI LLC does not change this allocation of title or risk of loss. Buyer shall promptly inspect each shipment and notify GPI LLC of loss or damage in accordance with Section 5. GPI LLC may reasonably assist Buyer with a carrier claim but does not guarantee the carrier's acceptance or payment of the claim.
7. CREDIT TERMS
All orders and shipments shall at all times be subject to the approval of the Seller’s Credit Department. The Seller reserves the right of declining to make shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility, and Seller shall not in such event be liable for breach or nonperformance of contract in whole or in part.
8. TAXES
All prices displayed on our website, in quotes, in catalogs, and in any other materials are for the merchandise only and exclude all sales, use, VAT, GST, customs duties, and other taxes, as well as shipping, handling, insurance, packaging, and any other charges. These amounts will be calculated and added to your order and will appear on your invoice. Orders are subject to seller acceptance and confirmation at the prices and charges in effect at the time of shipment.Buyer is responsible for all applicable transaction taxes (including but not limited to sales, use, VAT, GST, and similar taxes) based on the ship-to location and applicable law. Taxes will be charged unless Buyer provides a valid and accepted tax exemption or resale certificate for the relevant jurisdiction before the order ships. We may verify exemption certificates with taxing authorities. If no valid certificate is on file, taxes will be applied. Buyer remains responsible for any tax assessments, penalties, or interest if an exemption certificate is later found to be invalid or incomplete.
9. PACKAGING
Prices stated are based on Seller’s standard packaging, or price list. Seller reserves the right of packaging the goods in pallets, bulk or individual cartons. Packaging will be standard commercial package and acceptable to commercial carrier. Special customer packaging will be furnished only when specified and so stated herein, and the cost thereof shall be borne by Buyer.
10. SHIPPING
Unless otherwise stated in GPI LLC's quotation or order acknowledgment, GPI LLC dba gpimeters.com provides free standard shipping for orders delivered to a valid street address within all fifty (50) states of the United States. Free standard shipping does not apply to United States territories or possessions, APO/FPO addresses, post office boxes, or destinations outside the United States. The free standard shipping method will be UPS Ground or, when GPI LLC determines that the size, weight, value, packaging, product characteristics, destination, or other shipment requirements make parcel service unavailable, impractical, or inadvisable, standard less-than-truckload (LTL) freight selected by GPI LLC.
GPI LLC reserves the right to select the carrier, routing, shipping method, packaging method, and service level and may consolidate or divide shipments when reasonably necessary. In making that selection, GPI LLC may consider economy, delivery time, shipment value, destination, package dimensions and weight, and the risk of loss or damage. A customer's requested or preferred carrier, account, routing, or service level will be used only if accepted by GPI LLC in writing and may result in additional charges.
Free standard shipping covers base UPS Ground charges or base standard LTL freight only. It does not include expedited or guaranteed service, special packaging or crating, inside delivery, liftgate service, residential or limited-access LTL delivery, delivery appointments, redelivery, storage, detention, reconsignment, address-correction charges, or other special services or accessorial charges. Unless GPI LLC agrees otherwise in writing, Buyer is responsible for such additional charges. Buyer must provide a complete and accurate delivery address and must disclose before shipment any delivery-site restriction or special service requirement. Buyer is responsible for charges caused by inaccurate or incomplete information, an undisclosed delivery condition, refusal of delivery, or Buyer's failure to accept delivery.
Shipping and delivery dates are estimates unless GPI LLC expressly guarantees a date in writing. GPI LLC is not responsible for carrier delays or other transportation delays beyond its reasonable control. The free shipping allowance does not change the passage of title or risk of loss stated elsewhere in these Terms and Conditions.
For shipments outside the fifty (50) states of the United States, all export packaging requirements, freight charges, duties, taxes, customs-clearance fees, tariffs, insurance, and transit risks are the Buyer's responsibility unless GPI LLC expressly agrees otherwise in writing. No international order is binding upon GPI LLC until these costs, responsibilities, and shipping terms have been quoted by GPI LLC and accepted in writing by Buyer. GPI LLC may cancel, reject, or refund an international order before delivery if mutually acceptable shipping terms cannot be finalized.
11. EXPORT CONTROL
The Goods, related technical information, software, and documentation may be subject to United States export-control, economic-sanctions, and trade laws and regulations, including the Export Administration Regulations and laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, as well as applicable laws of other jurisdictions. Buyer shall not directly or indirectly export, re-export, transfer, release, divert, sell, resell, or use any Goods or related materials in violation of those laws or regulations. Buyer represents that neither Buyer nor, to Buyer's knowledge, the intended recipient or end user is a prohibited or restricted party or is located in a prohibited destination, and that the Goods will not be used for a prohibited end use. Buyer is responsible for obtaining any required licenses, approvals, and authorizations. GPI LLC may suspend, reject, or cancel any transaction when reasonably necessary to comply with applicable export-control, sanctions, or trade requirements, without liability for resulting delay or nonperformance.
12. DELAYS
Unless expressly specified to the contrary, Goods in stock will be shipped immediately, and Goods not in stock will be shipped as soon as possible. However, all shipping dates are approximate, and are based upon current availability of materials, present production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance of this Agreement caused by or imposed by: (a) strikes, fires, disasters, riots, acts of God, (b) acts of Buyer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities, (d) governmental action, (e) subcontractor delay, or (f) any other cause or condition beyond Seller’s reasonable control. In the event of any such delay or nonperformance, Seller may, at its option, and without liability, cancel all or any portion of this Agreement and/or extend any date upon which any performance hereunder is due.
13. CANCELLATIONS AND ORDER CHANGES
Orders may not be cancelled, changed, reduced, rescheduled, or deferred after acceptance by GPI LLC without GPI LLC's prior written approval. A request to cancel or change an order does not become effective unless and until approved in writing by GPI LLC.
Cancellation and change requests are subject to GPI LLC's existing commitments and to any applicable manufacturer restrictions, charges, and approvals. Non-stock, custom, configured, calibrated, made-to-order, special-order, or otherwise manufacturer-restricted Goods may be noncancelable and nonmodifiable after order acceptance.
If GPI LLC approves a cancellation or change, Buyer shall be responsible for any applicable manufacturer cancellation charges and for costs, expenses, and commitments incurred by GPI LLC in connection with the order, including completed work, work in process, materials, engineering, testing, packaging, handling, and administrative costs. GPI LLC will disclose the applicable cancellation or change charge before finalizing an approved cancellation or change.
14. RETURN POLICY
The Seller, in its sole discretion, may consider requests for the return of certain Goods. All returns must be pre-authorized and are subject to strict adherence to the eligibility requirements, fees, and procedures detailed in the following conditions:
- Eligibility Window: No return will be considered for any reason more than thirty (30) calendar days from the date of shipment.
- Eligible Goods and Manufacturer Restrictions: Returns are accepted only with GPI LLC's prior written authorization and, when applicable, the applicable manufacturer's approval. To be considered for return, Goods must be unused, uninstalled, undamaged, in their original packaging, and in new, saleable condition. Non-stock, custom, configured, calibrated, made-to-order, special-order, used, installed, altered, or process-exposed Goods are not returnable unless GPI LLC and the applicable manufacturer expressly authorize the return in writing. Products subject to manufacturer-specific return, inspection, decontamination, clearance, warranty, cancellation, or other product requirements must comply with those requirements. If manufacturer-specific terms are more restrictive, those terms control. Final return eligibility is determined by GPI LLC in consultation with the applicable manufacturer.
- Safety: By requesting the return of any Goods where the original factory seal or packaging has been opened, the Buyer warrants that the Goods are completely clean, decontaminated, and free from any hazardous or toxic materials. The Seller reserves the right to inspect all such returns. If the Seller determines, in its sole discretion, that the returned Goods have been exposed to any hazardous materials or otherwise pose a safety risk, the return will be rejected. The Buyer will not receive credit and will be solely responsible for all costs related to the subsequent handling, return, or disposal of the contaminated Goods.
- Return Merchandise Authorization (RMA) Process: No Goods shall be returned without prior written authorization from the Seller. Once eligibility is confirmed, Seller will issue an RMA number. The RMA is valid for thirty (30) calendar days. If the authorized Goods are not shipped by the Buyer within this timeframe, the RMA will become void, and the return may be refused. The RMA number must be clearly marked on the exterior of the shipping container.
- Condition of Returned Goods: Returned Goods must be in their original packaging, unused, undamaged, and in saleable condition. Goods must be securely packaged to prevent damage during shipment.
- Inspection and Restocking Fee: All returned Goods are subject to inspection and acceptance by the Seller. Authorized returns of Goods identified by GPI LLC as standard stock items are subject to a restocking fee of fifteen percent (15%) of the purchase price of the returned Goods. Other authorized returns, including returns of non-stock, special-order, custom, configured, calibrated, or made-to-order Goods, or returns of quantities exceeding GPI LLC's normal stocking levels, may be subject to a different restocking fee. The fee for such returns will be determined based on the nature and type of the Goods, the quantity returned, the condition and packaging of the Goods, any customization, configuration, calibration, testing, handling, or administrative requirements, the resaleability of the Goods, and any applicable manufacturer or supplier charges. GPI LLC will disclose the applicable restocking fee in the return authorization or otherwise in writing before the Buyer ships the authorized return. The applicable restocking fee will be deducted from any approved refund or credit, except to the extent otherwise required by applicable law.
- Shipping, Insurance, and Risk of Loss: The Buyer is solely responsible for all costs and arrangements for returning the Goods. This includes freight charges, any applicable taxes or duties, and securing shipping insurance for the full purchase value of the items. The risk of loss or damage for returned Goods remains with the Buyer during transit; the Seller is not liable for items lost or damaged before they are received and accepted at the Seller’s facility. Original shipping and handling charges are non-refundable.
- Refund or Credit Processing: After GPI LLC receives the authorized returned Goods, GPI LLC will inspect them and determine whether the return satisfies the applicable return requirements. Some Goods may require evaluation, inspection, approval, or credit authorization by the applicable manufacturer and may need to be forwarded to the manufacturer before GPI LLC can make a final return determination. Manufacturer review may extend the time required to approve and process a refund or credit beyond ten (10) business days. After GPI LLC completes its review and receives any required manufacturer determination or approval, an approved refund or credit, less applicable restocking fees, manufacturer charges, shipping charges, taxes, duties, and other permitted deductions, will generally be processed within ten (10) business days. A refund for a credit-card purchase will ordinarily be issued to the original payment method. The card issuer or financial institution may require additional time to post the credit. No refund or credit is due for Goods that do not satisfy the applicable return authorization or return requirements.
15. INTELLECTUAL PROPERTY AND PERMITTED USE
All patents, copyrights, trademarks, trade secrets, technical information, drawings, software, documentation, and other intellectual property relating to the Goods remain the property of GPI LLC, the applicable manufacturer, or their respective owners. The purchase of Goods does not transfer ownership of any such intellectual property to Buyer. Buyer receives only a nonexclusive right to use the Goods and accompanying documentation for their intended purpose, subject to any applicable manufacturer-specific license or use restrictions. Buyer shall not reproduce, disclose, modify, reverse engineer, or otherwise use protected materials except as expressly authorized by the applicable owner or permitted by law.
16. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
GPI LLC does not provide any independent representation, warranty, defense, or indemnity that the Goods do not infringe the intellectual property rights of a third party, except to the extent expressly agreed by GPI LLC in a writing signed by an authorized representative. If the applicable manufacturer provides GPI LLC with an infringement warranty, defense, indemnity, or remedy and permits that protection to be passed through to Buyer, GPI LLC will reasonably assist Buyer in pursuing the available manufacturer protection, subject to the manufacturer's terms, procedures, exclusions, and limitations. This Section does not expand the manufacturer's obligations or make GPI LLC responsible for the manufacturer's performance. Buyer shall defend, indemnify, and hold harmless GPI LLC and the applicable manufacturer from claims arising from Goods manufactured or modified according to Buyer's specifications or instructions, or from Buyer's unauthorized modification, combination, or use of the Goods, to the extent the claim results from those specifications, instructions, modifications, combinations, or uses.
17. ADDITIONAL CHARGES
If substitute or additional Goods, or repair parts, are purchased by Buyer from Seller, the terms and conditions of this contract shall be applicable thereto, the same as if such substitute or additional Goods or repair parts had been originally purchased hereunder.
18. EQUAL EMPLOYMENT OPPORTUNITY
The Provisions of the Equal Opportunity Clauses pursuant to Section 202 of Executive Order 11246 as amended, and 41 CFR Section 60-1.40; as well as 29 C.F.R Part 471, Appendix A to Subpart A, are herein incorporated by reference. Further, sellers who (1) are not otherwise exempt as provided by 41 CFR 60-1.5, (2) have 50 or more employees and, (3) have a contract, subcontract or purchase order amounting to $50,000 that is necessary to the completion of a covered federal contract or subcontract are hereby notified of their obligations to file EEO Standard Form 100 and to prepare an affirmative action plan(s) as required under the regulations set forth above.This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
19. GENERAL CONDITIONS
No agent, salesman or other party is authorized to bind Seller by any agreement, warranty, statement, promise or understanding not herein expressed. The sale of Goods pursuant to this order shall be governed by the laws of the State of New Jersey. In addition to the rights and remedies conferred upon Seller by law, Seller shall not be required to proceed with the performance of any order or contract, if Buyer is in default in the performance of any order or contract with Seller, and in case of doubt as to Buyer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Seller. Any clerical errors are subject to correction. No delay or omission by Seller in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy and shall not be constituted as a bar to or a waiver of any such right or remedy on any future occasion. This contract shall be binding upon and shall inure to the benefit of the successors, and assigns of Buyer and Seller, provided, however, that Buyer may not assign or transfer this contract, in whole or in part, except upon the prior written consent of Seller.
20. ENTIRE CONTRACT
Upon Seller’s acceptance of Buyer’s order the terms and provisions set forth herein and in Seller’s Acknowledgment shall constitute the entire agreement between Buyer and Seller and no statement, correspondence, sample or other term shall modify or affect the terms hereof.