The Major Worldwide Supplier of

Titanium Products



  1. CONTRACT TERMS. All orders are subject to acceptance by authorized officials at Grandis Titanium ("GT") offices in Rancho Santa Margarita, California. All offers, acceptances, and sales of GT's product are made in accordance with these Terms and Conditions ("Agreement"). GT agrees to provide Buyer the goods("Goods"), described in the purchase order. GT's acceptance of a purchase order or shipment of Goods, expressly limits the acceptance to all provisions set forth in this Agreement. This Agreement may not be added to, modified, superseded, or otherwise altered. Any terms or conditions contained in any other communication of Buyer, which are inconsistent with the terms and conditions herein, are rejected. Buyer is deemed to assent to the Agreement, unless GT receives written notice of any objection within five (5) business days of the Buyer's receipt of the Agreement, or prior to delivery of goods, whichever is earlier.
  2. DELIVERY. Delivery, of Goods will be made pursuant to the schedule, via the carrier, and to the place specified on the face of the applicable purchase order. If no delivery schedule is specified, the order shall be filled promptly, and delivery made by the most expeditious form of land and/or ocean transportation. If no method of shipment is specified in the purchase order, GT will use the least expensive carrier. GT will package all items in suitable containers to permit safe transportation and handling. Each delivered container will be labeled and marked to identify contents and all boxes and packages will contain packing lists listing contents.
  3. OVERAGES/UNDERAGES. GT reserves the privilege of shipping overages or underages of weight, length, size, and/or quantity in accordance with GT's standard practices.
  4. IDENTIFICATION, RISK OF LOSS, & DESTRUCTION OF GOODS. Title to Goods passes to Buyer upon receipt of Goods at the designated destination specified in the purchase order. If no delivery destination is specified, title will pass FCA GT warehouse.
  5. PAYMENT. As full consideration for the delivery of Goods and the assignment of rights to Buyer as provided herein, Buyer will pay GT the amount agreed upon and specified in the applicable invoice. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts, and government imposed surcharges may be stated separately on GT's invoice. GT reserves a purchase money security interest in the Goods delivered until all of GT's claims are paid. GT will invoice Buyer for all Goods delivered. Each invoice submitted by GT will reference the applicable purchase order. Each shipment is an independent transaction. Unless otherwise provided, Buyer shall pay the invoiced amount within thirty (30) days after receipt of invoice. In event Buyer fails to make payments on this or any other contract between GT and Buyer in accordance with GT's terms, GT may defer further shipments until such payments are made, or may, at its option, cancel the unshipped balance. Shipments and deliveries may at times be subject to approval of GT's credit department if GT has any doubt as to Buyer's responsibility, GT may decline to make any further shipments except upon receipt of satisfactory security or cash before shipment.
  6. WARRANTIES. All materials furnished by GT are guaranteed against failure caused by defective material and/or workmanship only. GT's obligation extends only to replacement of defective material, FCA GT warehouse. No allowances are granted for repairs or alterations made by Buyer. GT will not cover the cost of any work done on material by Buyer. GT is not liable for any indirect, incidental, or consequential damages. Buyer's remedies hereunder are exclusive. The above warranty is in lieu of all other warranties, express or implied, including the warranty of merchantability or fitness for a particular purpose. This warranty is provided solely to the first commercial buyer. In event Buyer makes any express or implied warranties concerning product sold hereunder, Buyer agrees to indemnify GT from and against any and all damages, claims, demands, liability, losses, costs and expenses. Buyer agrees to be liable for any fees incurred by GT, including attorney's fees incurred by GT based on or arising out of any third-party warranty claims against GT.
  7. INDEPENDENT CONTRACTOR. GT and Buyer are independent contractors in relationship to each other for all purposes, without express or implied authority to bind Buyer or GT by contract or otherwise, respectively. Nothing herein is constructed as forming a partnership or agency relationship between the parties. Neither Buyer nor its employees, agents or subcontractors (“Buyers Assistants") are agents or employees of GT, and therefore are not entitled to any employee benefits of GT. Buyer is responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Buyer's own supplies and equipment.
  8. TAXES. Prices do not include local country, federal, state, local, value added taxes, duties, special assessments, or other similarly related taxes, unless otherwise specified.
  9. INDEMNITY. Buyer shall indemnify, hold harmless, and at GT's request, defend GT, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with Goods provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs, (ii) Buyer failing to satisfy the Internal Revenue Service's guidelines for an independent contractor, and (iii) any claim based on the negligence, omissions, or willful misconduct of Buyer or any of Buyer's Assistants. Buyer shall not settle any such suit or claim without GT’s prior written approval. Buyer agrees to pay or reimburse all costs that may be incurred by GT in enforcing this indemnity, including attorneys' fees.
  10. TERMINATION. GT may terminate this Agreement upon written notice to Buyer if Buyer fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. GT may terminate this Agreement for any other reason upon ten (10) days' written notice to Buyer. GT shall cease to provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, Buyer will be liable to GT for conforming Goods delivered to Buyer through the date of termination.
  11. REMEDIES. If Buyer breaches this Agreement, GT has all remedies available by law and at equity.
  12. FORCE MAJEURE. GT is not liable for any failure to perform including failure to take delivery of the Goods provided due to circumstances beyond its control, making performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment, or transportation. If GT is so excused, either party may terminate the Agreement.
  13. SEVERABILITY. If any provision of this Agreement is deemed invalid, illegal or unenforceable, the enforceability of the remaining provisions is not affected or impaired.
  14. LIMITATION OF LIABILITY. GT is not liable to Buyer or Buyer's Assistants, or any third party for any incidental, indirect, special, or consequential damages arising out of, or in connection with, this Agreement, whether or not GT was advised of the possibility of such damage, and whether or not there is a failure of any agreed remedy.
  15. ASSIGNMENT; WAIVER. Buyer may not assign this Agreement or any of its rights or obligations under this Agreement, without prior written consent of GT. Any assignment or transfer without such written consent is null and void. Waiver of any term or condition of this Agreement is not deemed to be a continuing waiver or a waiver of any other term or condition.
  16. NONEXCLUSIVE AGREEMENT. This is not an exclusive agreement. GT is free to advertise, offer, and provide GT's goods to others.
  17. GOVERNING LAW and ARBITRATION. This Agreement is construed in accordance with, and disputes are governed by, the laws of the State of California, excluding conflict of law rules. Jurisdiction and venue over all controversies relating to this Agreement is in the County of Orange. The UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and does not apply to the terms and conditions of this Agreement. In the event of any dispute between the parties which arises under this Agreement, the dispute will be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association. The hearing shall be conducted in Orange County, California, unless all parties consent to a different location. The decision of the arbitrator is final and binding upon GT and Buyer. In any action to enforce this Agreement, the prevailing party is entitled to recover all court costs and expenses and reasonable attorneys' fees, in addition to any other relief to which it may be entitled. The amount will be added to amount due pursuant to this Agreement. An arbitrator's decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder.
  18. MODIFICATION. This Agreement is the complete, final, and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof; This Agreement may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by Buyer, signed by the parties and only prior to shipment of Goods. The terms and conditions of this Agreement prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Buyer. This Agreement will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Agreement or its related purchase orders.
  19. COMPLIANCE WITH LAWS. Buyer shall comply fully with all applicable local country, federal, state, and local laws in the performance of this Agreement.
  20. EXPORT RESTRICTIONS. Shipment of Goods by GT under this Agreement is subject to the right and ability of GT to make such sales under all decrees, statutes, rules and regulations of the U.S. or non-U.S. government presently in effect or which may be in effect hereafter, which govern exports or pertain to export controls. Any order which cannot be fulfilled due to inability of GT to obtain necessary export approval is rejected by GT. In event of export/re-export of Goods from the U.S. or foreign destination by Buyer, Buyer ensures that the distribution and export/re-export of the Goods is in compliance with all laws, regulations, orders, or other restrictions. Buyer agrees that neither it nor any of its subsidiaries will export/re-export any technical data, process, products or service, directly or indirectly, to any country for which the U.S. or non-U.S. government requires an export license or other such approval without first obtaining said license or approval.