Graphic Resource Systems LLC — Terms and Conditions of Sale

These Terms and Conditions (“Terms”) govern all sales and transactions between Graphic Resource Systems LLC (“GRS,” “we,” “our,” or “us”) and the purchaser (“Customer,” “you,” or “your”), whether made through thegrs.com, by phone, email, or in person.
By accepting a Sales Quote, Equipment Quote, Repair Quote, or Warranty Quote, or by submitting a Sales Order, Equipment Order, Repair Order, or Warranty Order, or by paying any Sales Invoice, Equipment Invoice, Repair Invoice, or Warranty Invoice, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, our Return Policy , and our Privacy Policy.

1. General Sales Terms

All sales made by GRS are business-to-business (B2B) transactions. These Terms apply to all products, equipment, parts, consumables, software, digital items, and services provided by GRS. Any terms or conditions submitted by the Customer that differ from or conflict with these Terms are rejected unless expressly accepted in writing and signed by an authorized representative of GRS.

2. Quotes, Orders, and Invoices

All pricing and availability in a Sales Quote, Equipment Quote, Repair Quote, or Warranty Quote are valid only for the time period stated on the document, or if none is stated, for 30 days from the issue date.
Quotes are not binding contracts until accepted by GRS and converted into a corresponding Order. By submitting or authorizing a Sales Order, Equipment Order, Repair Order, or Warranty Order, you agree to these Terms.
Invoices (Sales, Equipment, Repair, or Warranty) represent final billing and are due in full as specified under Section 3: Pricing and Payment. No modification, cancellation, or waiver of any Order shall be binding unless agreed to in writing by GRS.

3. Pricing and Payment

All prices are listed in U.S. dollars and are subject to change without notice prior to Order acceptance. Payment terms are as stated on the applicable Invoice or Quote. Unless otherwise agreed in writing, payment is due at the time of order placement.
GRS reserves the right to require deposits, full prepayment, or credit approval for any order. Past-due accounts may be subject to late fees, credit suspension, or collection action. Returned checks or failed payments may incur additional fees.

4. Taxes

Customers are responsible for all applicable sales, use, or other taxes unless a valid resale or exemption certificate is provided to GRS prior to invoicing.

5. Shipping, Delivery, and Risk of Loss

Shipping terms are FOB Origin unless otherwise specified in writing. Title and risk of loss pass to the Customer upon shipment from GRS or the manufacturer’s warehouse. GRS is not responsible for:

• Shipping delays caused by carriers or suppliers
• Damage in transit (claims must be filed promptly per our Return Policy )
• Delivery to incorrect or incomplete addresses provided by the Customer

If GRS arranges freight or delivery on the Customer’s behalf, it is done solely as a convenience and at the Customer’s risk.

6. Returns

All returns, exchanges, or damage claims are governed by our Return Policy . No return will be accepted without a valid Return Merchandise Authorization (RMA) number issued by GRS. Digital products, software, and custom-configured or special-order items are non-returnable once fulfilled.

7. Warranties

Unless otherwise stated in writing, all new equipment, components, and software are covered solely under their respective manufacturer’s warranty, if applicable.
When a product or service is sold with a manufacturer’s warranty, GRS acts only as an authorized reseller or service agent. Warranty claims for such products are subject to the manufacturer’s terms and conditions, and warranty approval or denial is determined solely by the manufacturer.
If a product or service is sold with a GRS Warranty Extension or other GRS-issued warranty, then Graphic Resource Systems LLC is the warrantor. In such cases:

• GRS will determine, at its sole discretion, whether a product, part, or repair qualifies as covered under the GRS warranty.
• Coverage, exclusions, and duration are defined in the GRS warranty documentation provided at the time of sale.
• GRS may repair, replace, or refund, at its option, any item determined to be defective under warranty.

Except as expressly provided herein or in a written warranty agreement, no other express or implied warranties apply, including any implied warranties of merchantability or fitness for a particular purpose. Used, demo, or refurbished products are sold “as is”, without warranty, unless otherwise specified in writing.

8. Service, Installation, and Training

All on-site service, installation, and training are scheduled based on mutual availability. The Customer must ensure that all required site conditions, utilities, and equipment access are ready prior to arrival. If a scheduled appointment must be canceled or rescheduled within 48 hours, GRS may charge additional fees to cover travel or time loss. Service performed under Repair Orders or Warranty Orders will be documented, and GRS reserves the right to determine whether a repair qualifies under warranty or is billable.

9. Software and Digital Products

Software, documentation, clip art, templates, ICC profiles, and any other digital files are non-returnable and non-refundable once fulfilled, delivered, or license keys have been issued. All digital items are subject to their respective end-user license agreements (EULAs), and use constitutes acceptance of those terms.

10. Limitation of Liability

GRS’s total liability for any claim arising out of or related to a Quote, Order, or Invoice is limited to the amount paid for the specific product or service in dispute. GRS shall not be liable for indirect, incidental, consequential, or special damages, including but not limited to lost profits, downtime, or production delays, even if advised of the possibility of such damages.

11. Force Majeure

GRS shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, strikes, material shortages, power outages, carrier delays, or supplier disruptions.

12. Governing Law and Venue

These Terms and all related transactions shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law rules. Any dispute shall be resolved exclusively in the state or federal courts located in Morris County, New Jersey.

13. Entire Agreement

These Terms, along with any applicable Quotes, Orders, Invoices, and written agreements, constitute the entire understanding between GRS and the Customer. No verbal agreements or prior communications shall alter these Terms unless confirmed in writing by GRS.

14. Contact

Graphic Resource Systems LLC
105 W. Dewey Ave, Suite 318
Wharton, NJ 07885
EMail: sales@thegrs.com
Phone: (973) 808-8600