TERMS AND CONDITIONS OF SALE

Any use of this website is subject to our Privacy Policy. GSD is committed to making our website accessible and usable for all visitors. Please review our Accessibility Statement for more information or to report an accessibility issue. GSD reserves the right to revise these Terms and Conditions of Sale (“Terms”) at any time, without any notice, which changes will become effective when posted on this page.  

These Terms govern all quotations, proposals, sales orders, invoices, acknowledgments, and sales of goods by Grain Systems Distribution (“GSD” or “Seller”) to Buyer. Seller’s acceptance of any order is expressly conditioned upon Buyer’s assent to these Terms. Any additional or different terms proposed by Buyer are rejected unless expressly agreed to in a writing signed by Seller. By accessing or using grainsystemsdistribution.com, including our public website and any restricted dealer portal areas, you agree to these Terms. 

Certain areas of this website may be available only to approved dealers, representatives, administrators, or other authorized users. If you are granted access to the GSD Dealer Portal, you agree to:

• Provide accurate and current information;
• Keep your login credentials confidential;
• Use the portal only for legitimate business purposes;
• Notify GSD promptly of any suspected unauthorized access;
• Accept legal responsibility for activity that occurs under your account. 

GSD reserves the right to approve, deny, suspend, restrict, or remove access to the Dealer Portal or any restricted content at its discretion. 

The GSD Dealer Portal may include features such as dealer account and profile management; quote creation and management tools; quote submission tools; dealer-specific resources and downloads; or restricted documents, pricing-related information, or internal-use materials. These features are provided as a convenience and may be updated, modified, limited, or removed at any time. Any information provided through the dealer portal is intended for authorized business use only, and may not be copied, distributed, or shared without permission. 

Any quote, quote draft, request, or submission made through the website or Dealer Portal is considered a business request only and does not guarantee pricing, product availability, inventory, order acceptance, or fulfillment. You are responsible for reviewing all information submitted through the portal, including customer information, quantities, selected products, shipping details, and notes. GSD reserves the right to reject, revise, or cancel any request or quote-related submission, at its own discretion. 

All content on GSD’s website or Dealer Portal, including but not limited to text, graphics, images, documents, downloads, logos, layouts, branding, code, and portal content, is the property of Grain Systems Distribution or its licensors and is protected by applicable intellectual property laws. Buyer is not authorized to reproduce, distribute, modify, display, publish, or create derivative works from this website or portal content without prior written permission. 

1. DEFINITIONS

“Goods” means all grain handling equipment, grain distribution systems, conveyors, augers, bins, accessories, replacement parts, software, components, and related products sold by Seller.

“Buyer” means the purchaser identified on Seller’s quotation, proposal, purchase order acknowledgment, invoice, or contract.

2. ENTIRE AGREEMENT

These Terms, together with Seller’s quotation, proposal, invoice, and any signed sales agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, understandings, and agreements.

No oral statements, representations, descriptions, promises, samples, demonstrations, or recommendations shall modify this Agreement unless contained in a written amendment signed by Seller.

3. PRICES AND PAYMENT

Payment terms are as stated on Seller’s invoice. Catalog prices are subject to change without notice. Prices in effect at the time of the order will apply. 

Amounts not paid when due shall accrue interest at the lesser of eighteen percent (18%) per annum; or the maximum rate permitted by Indiana law.

Cash discounts will only be allowed if the invoice is paid and postmarked within ten (10) calendar days of the invoice date. 

4. DELIVERY

Delivery dates are estimates only. All prices and applicable terms are F.O.B. Grain Systems Distribution warehouses, unless otherwise noted. Risk of loss passes to Buyer upon delivery to the carrier, unless otherwise specified in the sales documents. 

Seller shall not be liable for delays caused by transportation interruptions, labor shortages, weather events, governmental actions, supplier delays, force majeure events, or circumstances beyond Seller’s reasonable control. Shipping methods, freight timing, and delivery estimates are provided as general guidance and may vary. 

Should buyer prefer to pick up the Goods at Grain Systems Distribution warehouses, this must be arranged at least 24 hours in advance with the GSD sales team or shipping supervisor. GSD reserves the right to delay the release of such shipments if such notice is not provided. 

Warehouse Locations & Contact Information

5. BUYER’S DUTY TO INSPECT

It is the consignee’s responsibility to inspect all shipments thoroughly upon receipt. If damage is discovered, it must be noted on the freight Bill of Lading before signing. The consignee must make the necessary claim with the respective freight carrier, and damage claims must be submitted within 30 days of delivery, at the latest. Failure to inspect and document damage at the time of delivery may affect claim eligibility

BUYER SHALL IMMEDIATELY INSPECT ALL GOODS UPON RECEIPT.

Buyer shall conduct a complete inspection of the Goods within five (5) calendar days after delivery. Such inspection should include but is not limited to verification of quantity and quality, verification of model and specifications, inspection for shipping damage, visible defects, and/or that all components and accessories were received. 

Any claim that Goods are nonconforming, damaged, defective, incomplete, incorrect, or otherwise fail to conform to the contract must be delivered to Seller in a written notice received within seven (7) calendar days after delivery.

The written notice shall specifically identify the alleged defect or nonconformity.

6. ACCEPTANCE OF GOODS

PURSUANT TO INDIANA LAW, THE GOODS SHALL BE DEEMED ACCEPTED IF:

(a) Buyer fails to provide written rejection within seven (7) calendar days after delivery;

(b) Buyer installs, assembles, modifies, resells, uses, or places the Goods into operation;

(c) Buyer exercises ownership over the Goods inconsistent with Seller’s ownership; or

(d) Buyer otherwise acts in a manner constituting acceptance under Indiana law.

Upon acceptance, Buyer waives any objection that reasonably could have been discovered through the inspection required by Section 5.

7. NOTICE OF BREACH

As a condition precedent to any claim against Seller, Buyer must provide written notice describing any alleged breach within a reasonable time after discovery. Failure to provide such notice may bar all remedies to the fullest extent permitted by Indiana law.

8. LIMITED WARRANTY

Seller warrants only that title to the Goods shall be conveyed free of undisclosed security interests created by Seller.

To the extent Seller provides a written manufacturer’s warranty, Buyer’s sole warranty rights shall be those provided directly by the manufacturer. If Goods are being returned under a warranty, a Return Authorization Number must be obtained and must accompany any defective goods submitted for warranty review. 

Any applicable warranties do not cover damage caused by accident, abuse or misuse, faulty installation, normal wear, improper application, or products intended for periodic replacement.

9. DISCLAIMER OF WARRANTIES

THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE.

SELLER DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE INDIANA LAW, INCLUDING BUT NOT LIMITED TO:

1. ALL IMPLIED WARRANTIES OF MERCHANTABILITY;
2. ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
3. ALL WARRANTIES ARISING FROM COURSE OF DEALING;
4. ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE;
5. ALL WARRANTIES ARISING FROM USAGE OF TRADE; AND
6. ALL OTHER EXPRESS OR IMPLIED WARRANTIES WHATSOEVER.

Buyer acknowledges that Seller has not made, nor is Buyer relying upon any verbal representations or guarantees concerning performance, or fitness of the goods for the Buyer’s particular operation.

10. EXCLUSIVE REMEDY

TO THE MAXIMUM EXTENT PERMITTED BY INDIANA LAW, BUYER’S EXCLUSIVE REMEDY SHALL BE, AT SELLER’S SOLE OPTION:

(a) repair of the nonconforming Goods;

(b) replacement of the nonconforming Goods; or

(c) refund of the purchase price actually paid for the nonconforming Goods.

These remedies are exclusive.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FROM OR RELATED TO THE USE OF THIS WEBSITE, THE DEALER PORTAL, OR THE PRODUCTS BEING SOUGHT BY BUYER FROM SELLER. These include but are not limited to special damages, indirect damages, punitive damages, lost profits, lost crop income, lost business opportunities, downtime losses, loss of use, loss of grain, spoilage, loss of storage capacity, increased operating costs, financing costs, and/or claims of third parties.

This exclusion applies regardless of whether the claim is based on contract, warranty, negligence, strict liability, statute, or other legal theory, to the extent allowable by Indiana Law.

Seller’s total aggregate liability arising from any transaction shall not exceed the purchase price actually paid for the specific Goods giving rise to the claim.

12. RETURN GOODS

All returns must be approved by GSD before goods are returned, and will be subject to the following conditions:

• A 15% restocking fee will apply to all returned goods;
• Custom or electrical products may not be returned; 
• All returned goods must be in new and sellable condition;
• Returns must be sent prepaid freight, unless otherwise approved in writing;
• An approved Return Authorization (RA) number must accompany the return. 

13. INSTALLATION AND SITE CONDITIONS

Buyer is solely responsible for site preparation; utilities; electrical service; foundations; permitting; zoning compliance; structural adequacy; environmental compliance; and compliance with all applicable governmental requirements.

Seller makes no representation regarding the suitability of Buyer’s site.

14. SECURITY INTEREST

Seller retains and Buyer grants Seller a purchase-money security interest in all Goods sold until all obligations are paid in full.

Buyer authorizes Seller to file financing statements and related documents necessary to perfect Seller’s security interest, at sellers sole discretion. 

15. INDEMNIFICATION

Buyer shall indemnify, defend, and hold Seller harmless from all claims, losses, liabilities, damages, penalties, and expenses arising from:

(a) Buyer’s installation, operation, maintenance, alteration, misuse, or modification of the Goods;

(b) Buyer’s violation of applicable laws; and/or

(c) Buyer’s negligence or misconduct.

16. LIMITATION PERIOD

Any action arising from the sale of Goods must be commenced within one (1) year after the cause of action accrues, notwithstanding any longer statutory period otherwise available under IC 26-1-2-725.

17. GOVERNING LAW

This Agreement shall be governed exclusively by Indiana law, including Indiana’s Uniform Commercial Code, without regard to conflict-of-law principles.

18. VENUE

Any action arising from this Agreement shall be brought exclusively in the Indiana State Commercial Court located in Vanderburgh County, Indiana, or, if federal jurisdiction exists, the Federal Court for the Southern District of Indiana, sitting in Vanderburgh County, Indiana.

Buyer irrevocably consents to such jurisdiction and venue by using this website.

19. SEVERABILITY

If any provision is determined unenforceable, the remaining provisions shall remain in full force and effect.

20. WAIVER

No waiver shall be effective unless in writing and signed by Seller.

Failure to enforce any provision shall not constitute a waiver of future enforcement.

21. ATTORNEYS’ FEES

The prevailing party in any litigation arising from this Agreement shall be entitled to recover reasonable attorneys’ fees, expert fees, costs, and expenses.

BUYER ACKNOWLEDGMENT

BUYER ACKNOWLEDGES THAT IT HAS READ THESE TERMS AND CONDITIONS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM.

CONTACT US

If you have questions about these Terms & Conditions, please contact us at:

• Grain Systems Distribution, 7702 E. St. Rd. 356, Otwell, IN 47564
• Phone: (855)354-2496
• dealerrequests@grainsystemsdist.com