GSE America, LLC
| Wisconsin Service Operation 10551 S Oakview Pkwy, STE 400 Oak Creek, WI 53154 | Florida Service Operation 4040 North Combee Road, STE 20, Dock 26 Lakeland, FL 33805 |
These Terms & Conditions (“Terms”) apply to all estimates, quotations, inspections, repairs, overhauls, preventative maintenance services, dispatch activities, onsite services, service center services, troubleshooting, parts procurement, equipment handling, shipment coordination, storage, and related services performed by GSE America, LLC (“GSE America”) unless otherwise agreed in writing by an authorized officer of GSE America.
Acceptance of any estimate, quotation, invoice, service authorization, repair order, purchase order, dispatch request, shipment request, equipment release, or service request issued by or accepted by GSE America constitutes acceptance of these Terms.
Estimates reflect quotations only and are based upon preliminary evaluation, customer-provided information, visible conditions, operational assumptions, supplier information, and reasonably available information at the time of quotation. Estimates may change based upon hidden damage, additional discrepancies, teardown findings, contamination, supplier pricing changes, customer-requested scope changes, operational findings, freight changes, labor requirements, or conditions discovered during service activities.
Additional discrepancies, hidden damage, contamination, operational issues, missing components, or corrective repairs may be identified during inspection, troubleshooting, teardown, preventative maintenance, repair, or overhaul activities. GSE America reserves the right to issue revised estimates, supplemental quotations, or additional repair recommendations based upon conditions identified during service activities.
In order for GSE America to proceed with services, repairs, inspections, dispatch activities, parts procurement, shipment, equipment release, or related work, Client shall provide one or more of the following as reasonably requested by GSE America: purchase order, repair order, or accepted and signed estimate.
Client shall provide appropriate billing and accounts payable contact information sufficient for invoice processing and payment coordination.
Electronic signatures, electronically accepted estimates, email approvals, digital acknowledgements, electronic purchase orders, and electronic acceptance records shall be deemed valid and enforceable.
Applicable labor rates, travel rates, emergency service rates, standby rates, and related charges shall be identified in the applicable estimate, quotation, invoice, service order, or dispatch authorization.
Travel time, mileage, lodging, per diem, airport access delays, escort delays, standby time, after-hours work, emergency dispatch activity, route deviations, shipment coordination, and related operational expenses may be billed separately unless expressly stated otherwise in writing.
A service visit shall be considered performed upon technician dispatch, arrival onsite, or commencement of scheduled service activities, regardless of whether services are fully completed.
If GSE America personnel are unable to complete services due to equipment condition, unsafe conditions, inaccessible equipment, inoperable equipment, contamination, missing components, customer-caused delays, denied access, airport restrictions, lack of escort, or conditions outside GSE America’s reasonable control, Client shall remain responsible for all applicable labor charges, travel charges, mileage, lodging, diagnostic time, dispatch costs, standby charges, and related operational expenses incurred in connection with the attempted service event.
During performance of services, GSE America may identify additional deficiencies, deferred maintenance items, unsafe conditions, wear conditions, hidden damage, contamination, operational concerns, or corrective repair requirements outside the originally quoted scope of work.
Additional repairs, corrective actions, replacement work, or scope changes identified during service activities may be quoted separately by GSE America. Corrective repairs approved during onsite service events shall remain subject to technician availability, scheduling limitations, operational constraints, route planning, and parts availability.
If additional repairs cannot reasonably be completed during the originally scheduled service event, such repairs may require separate scheduling, revised labor charges, additional travel charges, or supplemental estimates.
Unless otherwise approved by GSE America in writing, customer accounts shall be subject to payment-in-advance terms. Eligibility for Net 30 or other extended payment terms may require successful prior transaction history, completion and approval of a credit application, favorable account standing, satisfactory payment performance, and approval by GSE America accounting personnel.
Extended payment terms greater than Net 30 are available only to customers with an active and established written service agreement approved by GSE America.
GSE America reserves the right to establish, modify, reduce, suspend, or revoke credit limits or payment terms at any time based upon account status, payment history, outstanding balances, past-due invoices, transaction size, operational risk, or other commercial considerations. Affiliated entities, branch locations, divisions, subsidiaries, or related operating locations may be evaluated collectively or independently for credit purposes at GSE America’s discretion.
Invoices not paid within five (5) days following the applicable due date may accrue interest at a rate of 1.5% per month or the maximum amount permitted by applicable law.
Client shall not withhold, offset, reduce, or delay payment based upon unrelated disputes, claims, deductions, chargebacks, warranty allegations, or asserted credits unless expressly agreed in writing by GSE America.
Client shall be responsible for all collection costs, attorney fees, court costs, lien filing expenses, repossession costs, and related expenses incurred by GSE America in connection with collection of unpaid balances.
If GSE America reasonably determines that Client’s financial condition, payment history, operational status, creditworthiness, or ability to satisfy payment obligations has become impaired or uncertain, GSE America may suspend services, withhold shipment or equipment release, revoke credit terms, require payment in advance, require deposits, require progress payments, or terminate pending work authorization without liability.
In the event Client becomes insolvent, files bankruptcy, becomes subject to receivership, ceases operations, experiences material adverse financial change, or fails to satisfy payment obligations when due, GSE America may immediately suspend services, revoke credit terms, require payment in advance, withhold shipment or equipment release, terminate pending work, or exercise any rights available at law or equity.
GSE America reserves the right, in its sole reasonable discretion, to refuse service, decline to accept a purchase order, suspend performance, cancel a pending order, terminate a service authorization, require payment in advance, require a deposit, withhold shipment or equipment release, or discontinue business with any Client where GSE America determines that continued performance presents unacceptable commercial, operational, financial, safety, legal, reputational, or compliance risk.
Such circumstances may include, without limitation, prior non-payment or slow payment history, outstanding balances, failure to provide payment or required authorization, lack of communication, repeated failure to respond to scheduling or release requests, prior disputes, suspected fraud, inaccurate or incomplete customer information, unsafe or impractical service conditions, abusive or unprofessional conduct, adverse publicly available information, sanctions/export-control concerns, insolvency risk, or other circumstances reasonably affecting GSE America’s willingness or ability to perform services.
GSE America shall not be liable for delay, cancellation, refusal of service, suspension of work, or termination of a pending order made in accordance with this Section. Client shall remain responsible for all labor, parts, materials, freight, storage, travel, inspection, diagnostic, administrative, and other charges incurred prior to cancellation, suspension, or termination.
GSE America shall retain a mechanic’s lien, possessory lien, warehouse lien, and/or similar security interest to the fullest extent permitted by applicable law for unpaid labor, storage, travel, freight, inspection, repair, overhaul, parts, materials, dispatch, or related service charges associated with equipment in its possession.
GSE America reserves the right to retain possession of equipment, components, assemblies, records, reports, certifications, inspection documentation, or related materials until all outstanding balances are paid in full.
Storage fees may begin automatically following completion of services, estimate expiration, customer delay, payment default, customer refusal of repairs, or notification that equipment is ready for release.
Equipment remaining unclaimed, unpaid, or abandoned following completion of services, estimate expiration, notification of completed work, payment default, or prolonged customer inactivity may be deemed abandoned to the fullest extent permitted by applicable law.
GSE America reserves the right to assess ongoing storage charges and exercise any rights available under applicable lien, warehouse, abandoned property, or commercial laws, including sale, disposal, scrapping, transfer, or other disposition of such equipment.
Client shall remain responsible for all outstanding balances, storage charges, collection costs, legal expenses, disposal costs, transportation costs, and related operational expenses associated with abandoned equipment.
Title to parts, materials, assemblies, and components supplied by GSE America shall remain with GSE America until paid in full.
In the event of customer insolvency, bankruptcy, receivership, or material payment default, GSE America reserves the right to suspend work, retain possession of equipment, revoke credit terms, require payment in advance, or exercise any rights available under applicable law.
For drop shipments, outbound shipments, equipment releases, or delivery coordination, GSE America reserves the right to review Client account status prior to shipment release, including outstanding balances, past-due invoices, payment history, credit limits, or other commercial considerations.
GSE America reserves the right to require full payment prior to release of equipment, shipment authorization, dispatch scheduling, completion documentation, or return shipment based upon account status, payment history, operational risk, transaction size, or credit considerations.
GSE America may delay, withhold, suspend, or modify shipment or release instructions pending resolution of account balances, payment status, or credit concerns.
Customer-supplied parts, components, consumables, fluids, filters, fittings, hardware, or materials are strictly prohibited unless expressly approved in writing by GSE America prior to commencement of services.
This restriction is necessary to maintain quality control, configuration control, traceability, compatibility verification, warranty consistency, operational reliability, safety standards, regulatory compliance considerations, and service efficiency.
GSE America reserves the right to reject any customer-supplied materials in its sole reasonable discretion. Any approved customer-supplied materials shall be installed entirely at Client’s risk, and GSE America shall provide no warranty, representation, or liability whatsoever relating to compatibility, performance, quality, certification, operational suitability, regulatory compliance, or fitness for intended use of such materials.
Client shall remain fully responsible for any delays, failures, troubleshooting, downtime, additional labor, corrective repairs, contamination events, or operational issues arising from customer-supplied materials.
GSE America may utilize OEM parts, aftermarket parts, equivalent parts, substitute parts, refurbished components, or serviceable materials where deemed appropriate by GSE America unless otherwise agreed in writing.
Manufacturer part numbers may be used for reference purposes and may not necessarily indicate direct OEM sourcing.
GSE America does not guarantee availability, sourcing, lead time, continued production, or supplier support for parts, materials, consumables, components, or OEM support. Estimated lead times and availability information are informational only and subject to change without notice.
GSE America warrants that services performed shall be completed in a professional and workmanlike manner consistent with generally accepted industry standards.
Unless a different warranty period is expressly stated on the applicable estimate, invoice, service authorization, written service agreement, or manufacturer documentation, repairs performed by GSE America are warranted against defects in GSE America workmanship for six (6) months following completion of the applicable repair service event, and overhauls performed by GSE America are warranted against defects in GSE America workmanship for one (1) year following completion of the applicable overhaul service event.
Any replacement parts or materials supplied by GSE America shall be subject only to the warranty, if any, provided by the original manufacturer or supplier, unless expressly stated otherwise in writing by GSE America.
This limited workmanship warranty applies solely to the specific repair or overhaul services performed by GSE America and shall not apply to unrelated systems, assemblies, components, operational failures, pre-existing conditions, latent defects, deferred maintenance, normal wear and tear, misuse, abuse, contamination events, environmental conditions, operator negligence, customer-supplied parts, third-party modifications, or subsequent equipment issues.
In the event GSE America responds to a warranty claim and determines, in its reasonable discretion, that the reported condition is not covered under this limited workmanship warranty, Client shall remain responsible for all labor charges, travel charges, mileage, lodging, freight, diagnostic time, and related service expenses associated with such response.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, GSE AMERICA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Services, inspections, preventative maintenance activities, troubleshooting, diagnostics, observations, recommendations, and reports provided by GSE America are limited to conditions reasonably observable during the applicable service event and within the scope of services authorized by Client.
GSE America does not undertake exhaustive engineering analysis, disassembly beyond authorized scope, hidden defect discovery, continuous monitoring, operational supervision, or comprehensive certification of equipment condition unless expressly agreed in writing.
Client acknowledges that equipment failures, hidden defects, contamination, latent conditions, wear conditions, intermittent faults, improper prior repairs, operational misuse, and future failures may exist or develop notwithstanding services performed by GSE America.
Client shall provide safe and reasonable access to equipment, facilities, utilities, airport access credentials where required, and operational cooperation necessary for performance of services.
Client shall remain responsible for all applicable taxes, duties, tariffs, governmental fees, airport fees, permit fees, escort fees, badging costs, security access costs, and similar operational expenses associated with services, materials, freight, or related transactions unless exempt documentation is provided and accepted by GSE America.
GSE America personnel may suspend, delay, or refuse service activities where conditions are determined to be unsafe, hazardous, contaminated, environmentally unsuitable, operationally unreasonable, or non-compliant with applicable safety requirements.
Client remains solely responsible for operation, transportation, deployment, supervision, regulatory compliance, maintenance recordkeeping obligations, backup and preservation of software/configuration data, and use of all equipment.
Client shall remain responsible for environmental remediation, contamination cleanup, hazardous material handling costs, spill response costs, or related liabilities not directly caused by GSE America’s gross negligence or willful misconduct.
Client remains solely responsible for backup, preservation, retention, and recovery of software configurations, controller programming, operational settings, data, records, calibration information, or electronically stored information associated with equipment serviced by GSE America.
GSE America shall not be responsible for loss, corruption, modification, incompatibility, or restoration of such information unless expressly agreed otherwise in writing.
Client acknowledges that inspections and service activities are limited in scope and may not identify all existing or future equipment conditions, defects, failures, contamination, wear conditions, or operational issues.
Client shall maintain commercially reasonable insurance coverage appropriate for the ownership, transportation, storage, deployment, and operation of its equipment, including liability coverage and physical damage coverage where appropriate.
Client’s insurance shall remain primary with respect to Client-owned equipment and operations.
To the fullest extent permitted by applicable law, Client waives and shall cause its insurers to waive any rights of subrogation against GSE America except to the extent arising from GSE America’s gross negligence or willful misconduct.
Client agrees to indemnify, defend, and hold harmless GSE America, its affiliates, officers, directors, employees, technicians, subcontractors, representatives, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fines, penalties, judgments, settlements, and attorney fees arising from or related to operation or use of equipment, customer misuse, customer-provided information or instructions, third-party injuries or property damage, transportation or deployment of equipment, airport or ramp operations, or Client’s breach of these Terms.
Client’s indemnification obligations shall apply except to the extent directly caused by GSE America’s gross negligence or willful misconduct.
Client acknowledges that equipment operation and aviation-related service activities involve inherent operational, mechanical, transportation, airport, and aviation-related risks outside GSE America’s reasonable control.
IN NO EVENT SHALL GSE AMERICA BE LIABLE FOR AIRCRAFT DELAYS, AIRCRAFT-ON-GROUND (“AOG”) EVENTS, CANCELED FLIGHTS, CHARTER EXPENSES, PASSENGER DISRUPTION COSTS, AIRPORT OPERATIONAL INTERRUPTIONS, SUBSTITUTE EQUIPMENT COSTS, RENTAL EQUIPMENT COSTS, LOSS OF USE, LOSS OF REVENUE, LOST PROFITS, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, CUSTOMER CONTRACTUAL PENALTIES, OR THIRD-PARTY CLAIMS ARISING FROM EQUIPMENT OPERATION OR FAILURE.
IN NO EVENT SHALL GSE AMERICA’S LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC SERVICE EVENT GIVING RISE TO THE CLAIM.
Client acknowledges that estimates, invoices, pricing structures, labor rates, travel rates, service methodologies, operational procedures, dispatch structures, routing strategies, technical documentation, inspection procedures, maintenance recommendations, and related business materials provided by GSE America contain confidential and proprietary information belonging to GSE America.
Client agrees not to disclose, distribute, reproduce, publish, transmit, copy, or provide such confidential or proprietary information to any third party except as reasonably necessary for Client’s internal business operations or as otherwise required by law.
Unauthorized disclosure or misuse of such information may cause substantial competitive and commercial harm for which monetary damages alone may be insufficient. Accordingly, GSE America shall be entitled to seek injunctive relief, equitable relief, damages, and any other remedies available at law or in equity.
Digital service reports, photographs, inspection records, technician notes, email communications, electronic estimates, digital acknowledgements, and electronic service documentation maintained by GSE America may serve as official business records related to services performed.
Electronic signatures, electronically accepted estimates, email approvals, digital acknowledgements, electronic acceptance records, and electronic purchase orders shall be deemed valid and enforceable.
GSE America is an independent contractor and not an employee, partner, or agent of Client.
GSE America may utilize subcontractors, affiliated service providers, regional contractors, or third-party vendors in connection with performance of services.
Neither Party shall be liable for delays or failures caused by events beyond reasonable control including weather events, natural disasters, labor shortages, technician unavailability, supply chain disruptions, OEM parts delays, transportation interruptions, governmental actions, pandemics, utility failures, airport restrictions, or acts of God.
These Terms & Conditions shall exclusively govern all services, estimates, quotations, inspections, repairs, dispatch activities, invoices, and related transactions involving GSE America unless expressly modified in a written agreement signed by an authorized officer of GSE America.
Any additional, conflicting, preprinted, boilerplate, electronic, portal-based, purchase order, procurement, supplier registration, vendor onboarding, work order, or customer-provided terms and conditions are hereby expressly rejected and shall be void and of no force or effect unless expressly accepted in writing by an authorized officer of GSE America.
GSE America’s commencement of services, acceptance of a purchase order, issuance of an invoice, shipment of materials, scheduling activities, dispatch of personnel, or performance of work shall not constitute acceptance of any customer-provided terms or conditions.
In the event of any conflict between these Terms and any customer-provided document, purchase order, procurement terms, supplier portal terms, or similar document, these Terms shall control unless otherwise expressly agreed in writing by GSE America.
No employee, technician, dispatcher, service coordinator, sales representative, or field personnel of GSE America shall have authority to accept, modify, waive, or alter these Terms absent written approval by an authorized officer of GSE America.
These Terms shall be governed by the laws of the State of Wisconsin. Any legal proceeding shall be brought in Milwaukee County, Wisconsin.
Failure by either Party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of such provision or any other provision.
If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
These Terms are solely for the benefit of the Parties and do not create rights, claims, causes of action, warranties, or remedies for any third party.
Notwithstanding expiration, completion of services, or termination of the business relationship between the Parties, any provisions which by their nature are intended to survive shall survive and remain in full force and effect.
Without limitation, payment obligations, confidentiality obligations, warranty limitations, indemnification obligations, limitation of liability provisions, storage charges, lien rights, governing law provisions, proprietary information protections, collection rights, and customer payment obligations shall survive indefinitely or for the maximum period permitted by applicable law.
Any claim, dispute, action, lawsuit, arbitration, or proceeding arising from or relating to services performed by GSE America must be commenced within one (1) year following completion of the applicable service event regardless of legal theory.
GSE America may, from time to time, perform inspections, repairs, warranty work, campaigns, service bulletins, recalls, modifications, preventative maintenance activities, troubleshooting, diagnostics, or other services as an authorized service center, dealer, distributor, representative, contractor, or service provider for various manufacturers, OEMs, or third-party entities.
Client acknowledges that GSE America does not assume independent responsibility for OEM warranty obligations, manufacturer design obligations, product defects, engineering deficiencies, OEM reimbursement obligations, campaign administration, recall obligations, regulatory certifications, software functionality, or manufacturer support obligations unless expressly agreed in writing.
Any OEM warranty coverage, reimbursement approval, campaign authorization, recall applicability, labor reimbursement, goodwill consideration, or related determination shall remain solely subject to the applicable OEM’s policies, procedures, approvals, limitations, reimbursement schedules, technical guidance, and final determinations.
GSE America does not guarantee OEM approval, reimbursement, technical authorization, warranty coverage, campaign eligibility, recall applicability, or manufacturer payment responsibility.
Client remains responsible for payment of any labor, travel, troubleshooting, diagnostic time, freight, consumables, additional repairs, unsupported conditions, denied claims, partial reimbursements, or related charges not reimbursed, approved, or paid by the applicable OEM or manufacturer.
Nothing in these Terms shall be construed as creating any assumption by GSE America of OEM liabilities, manufacturer obligations, engineering responsibilities, certification obligations, product guarantees, or regulatory responsibilities beyond the specific services performed by GSE America.
GSE America may rely upon manufacturer manuals, technical publications, service bulletins, maintenance procedures, engineering guidance, software tools, troubleshooting procedures, technical support communications, or other OEM documentation reasonably believed to be applicable at the time services are performed.
GSE America shall not be responsible for inaccuracies, omissions, deficiencies, undocumented changes, unsupported conditions, conflicts, software defects, engineering defects, or technical deficiencies contained within OEM documentation, technical guidance, software systems, or manufacturer support information.
GSE America shall not be responsible for OEM design defects, engineering deficiencies, manufacturing defects, software defects, unsupported equipment conditions, undocumented OEM changes, latent defects, or failures arising from conditions inherent to manufacturer design or production.
GSE America shall not be responsible for delays arising from OEM approval processes, technical support delays, software authorization delays, warranty review delays, campaign authorization delays, parts shortages, supplier restrictions, engineering review delays, OEM reimbursement procedures, or manufacturer administrative processes outside GSE America’s reasonable control.
Estimated OEM lead times, approval timelines, campaign applicability, warranty decisions, and reimbursement expectations are informational only and subject to change without notice.
Client authorizes GSE America to share service records, photographs, inspection findings, troubleshooting results, operational information, equipment information, warranty information, maintenance history, software information, and related documentation with applicable OEMs, manufacturers, distributors, technical representatives, or authorized support entities in connection with warranty administration, technical support, reimbursement activities, service authorization, engineering review, troubleshooting, campaign review, or related operational activities.
Client acknowledges and agrees that any transfer, assignment, repossession, financing enforcement, change in ownership, insolvency proceeding, bankruptcy proceeding, liquidation event, creditor action, lessor repossession, lender recovery action, or other transfer of equipment ownership or possession shall not eliminate, impair, waive, or reduce any outstanding payment obligations owed to GSE America relating to services, repairs, overhauls, inspections, storage, dispatch activities, labor, materials, freight, travel, or related operational expenses associated with such equipment.
GSE America shall retain all lien rights, possessory rights, storage rights, collection rights, and other remedies available under applicable law notwithstanding any transfer of ownership, creditor action, bankruptcy proceeding, liquidation, repossession, foreclosure, assignment, or related event involving the equipment or Client.
No equipment, components, assemblies, records, certifications, inspection documentation, reports, or related materials shall be released by GSE America until all outstanding balances associated with such equipment are satisfied in full unless otherwise required by applicable law or court order.
Any party seeking release, repossession, recovery, transport, transfer, or removal of equipment in GSE America’s possession shall remain subject to GSE America’s applicable lien rights, storage charges, unpaid service balances, transportation costs, and related operational charges to the fullest extent permitted by applicable law.
No action, communication, negotiation, partial payment, estimate revision, shipment coordination, creditor communication, or attempted accommodation by GSE America shall constitute waiver of any lien rights, possessory rights, storage rights, collection rights, or remedies available under applicable law unless expressly waived in writing by an authorized officer of GSE America.
These Terms, together with any accepted estimate, quotation, invoice, or written service authorization, constitute the entire agreement between the Parties relating to the applicable services.
No verbal statements, representations, marketing materials, discussions, technician statements, service recommendations, estimates, or prior understandings shall modify these Terms unless expressly agreed in writing by GSE America.
Client acknowledges that GSE America field personnel, technicians, subcontractors, and service representatives are not authorized to modify contractual terms, approve warranty determinations, alter pricing structures, waive charges, or expand scope of work except through written authorization issued by GSE America management or authorized administrative personnel.
Acceptance of any estimate, quotation, invoice, dispatch request, service authorization, repair order, purchase order, or other commercial document issued by GSE America constitutes acceptance of these Terms & Conditions.
Electronic signatures, electronically accepted estimates, email approvals, digital acknowledgements, electronic purchase orders, and electronic acceptance records shall be deemed valid and enforceable to the fullest extent permitted by law.
GSE America, LLC, Proserv Aviation Holdings, LLC, and any affiliated or commonly controlled entities are separate legal entities. Services, estimates, quotations, invoices, service authorizations, purchase orders, shipments, warranties, credits, payment obligations, and related transactions involving GSE America create obligations only between Client and GSE America unless another entity expressly agrees in a written document signed by its authorized representative.
No affiliate, parent company, subsidiary, related entity, commonly controlled company, officer, employee, representative, or shared service provider shall be liable for GSE America’s obligations unless such party expressly assumes such obligation in a signed writing.
Client acknowledges that shared ownership, common management, shared vendors, shared employees, shared systems, shared facilities, shared email communications, referrals, introductions, operational coordination, or course of dealing shall not create a partnership, joint venture, agency relationship, guaranty, alter ego relationship, assignment, assumption of obligations, or joint liability among GSE America, Proserv Aviation, Performance Holdings, or any related entity.
Client shall not offset, recoup, withhold, reduce, delay payment, assert claims, or condition performance under any GSE America transaction based upon any obligation, dispute, credit, balance, transaction, invoice, purchase order, warranty, or claim involving Proserv Aviation, Performance Holdings, or any other affiliated or related entity unless expressly agreed in writing by GSE America.
For clarity, each transaction shall be governed by the entity named on the applicable estimate, quotation, invoice, purchase order, service authorization, or other commercial document, and no communication, shipment, payment, referral, invoice, course of dealing, or operational coordination shall modify this separation absent a written agreement signed by the affected entities.
