ALL PURCHASES OF PRODUCT ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ON THIS PAGE WHICH ARE HEREBY ACCEPTED BY CUSTOMER
The terms and conditions of sale contained herein (these “Terms and Conditions”) shall govern any order and/or purchase made or received from Customer to or with Seller, it's agents, affiliates, employees or officers. By placing an order and/or giving a purchase order Customer acknowledges and agrees to these Terms and Conditions. Seller shall not have any obligation with respect to any purchase order submitted by Customer unless Seller expressly approves such purchase order. Any conflicting or additional terms and conditions proposed by Customer are expressly rejected. These Terms and Conditions shall govern over any terms or conditions proposed by Customer that conflict with or purport to amend or alter these Terms and Conditions. The purchase order together with these Terms and Conditions shall constitute an agreement between Seller and Customer (hereinafter called the “Agreement”).
DISCLAIMER OF ALL WARRANTIES: SELLER MAKES NO WARRANTY WHATSOEVER. THE PRODUCT WARRANTY MADE BY THE PRODUCT MANUFACTURER IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, AND CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CUSTOMER IS NOT RELYING ON ANY OTHER REPRESENTATION OR WARRANTY. CUSTOMER SHALL LOOK SOLELY TO THE PRODUCT MANUFACTURER FOR ANY WARRANTY CLAIMS AND/OR BREACH
CLAIMS: Claims by Customer against Seller for missing or damaged products must be made by notice given to Seller in writing within three (3) days after arrival of the products at address selected by the Customer as the “Ship to Address”. Customer shall provide, with Customer’s claim, all information in Customer’s possession or control to support Customer’s claim. Seller shall not be liable for any claim made by Customer after the three (3) day period.
IF CUSTOMER GIVES SELLER NOTICE OF A CLAIM FOR DAMAGED OR MISSING PRODUCTS, AS REQUIRED ABOVE, SELLER WILL INVESTIGATE CUSTOMER’S CLAIM. CUSTOMER’S SOLE REMEDY FOR MISSING OR DAMAGED PRODUCTS SHALL BE, AT SELLER’S SOLE DISCRETION (1) A REPLACEMENT OF THE PRODUCTS THAT ARE LOST OR DAMAGED, OR (2) A REFUND OF THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCTS. SELLER SHALL RETAIN THE RIGHT TO DISPUTE THE ALLEGATIONS OF DAMAGED OR MISSING PRODUCT.
LIMITATION OF REMEDIES: In no event shall Seller be liable for, and Customer shall indemnify and hold Seller harmless, indemnify and advance all attorney fees and costs, from (1) any damages, direct, indirect, general, special, incidental, or consequential arising out of, in connection with, or resulting from any products sold under this Agreement (AND WHETHER OR NOT ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM SELLER’S NEGLIGENCE OR OTHERWISEE), and (2) any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing, including those made by subsequent owners or users of the products. SELLER SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES RESULTING FROM CUSTOMER’S IMPROPER STORAGE OR MISUSE OF THE GOODS OR FROM CUSTOMER’S NEGLIGENCE OR INTENTIONAL MISCONDUCT.
RESALE: These Terms and Conditions shall be binding upon Customer and all subsequent owners or users of the products. CUSTOMER SHALL PROVIDE ALL SUBSEQUENT OWNERS WITH A COPY OF THIS AGREEMENT AND ACQUIRE THEIR AGREEMENT HERETO.
TERMS OF PAYMENT:All payments are due prior to shipment of Customer’s order. All payments shall be made by bank wire or credit card( Customer must pay 3% surcharge). All credit terms and/or payment terms are subject to approval in Seller’s sole discretion. Payment is considered as having been made on the date payment is received by Seller. Interest on any past due payment or part thereof, shall accrue at the rate of [one percent (1%)] per month, or if such interest rate exceeds the maximum contract rate allowed by applicable law, then at the maximum rate of the State of Florida.
ACCEPTANCE OF ORDERS: All purchase orders are subject to and shall be effective only upon (1) acceptance of these Terms and Conditions by Customer, and (2) approval by Seller. SHIPMENT AND TRANSPORTATION CHARGES: Seller reserves the right to designate the routing of the shipments of the Products. Shipment of the Products is F.O.B. Customer’s Ship to Address as designated by Customer and shall be deemed to occur when the aforementioned items are delivered to Customer’s Ship to Address by the carrier designated by Seller. All transportation charges shall be paid by Customer.
Title to and risk of loss of all Products purchased hereunder shall pass to Customer upon delivery to Customer’s Ship to Address. No subsequent loss of or damage to the Products shall affect Customer’s obligations under this Agreement. Seller shall not be responsible for any loss or damages as a result of delays, lost/missing products, damaged products, incurred in shipping.
FORCE MAJEURE: Seller shall not be liable for any delay or failure to perform its obligations under the Agreement due to any cause beyond its reasonable control, including without limitation, fire, weather, other act of God, accident, act of public enemy, war, rebellion, insurrection, strike, lockout, work slowdown, or similar industrial or labor action, sabotage, act of terrorism, transportation delay, shortage of raw material, energy or machinery, acts or omissions of Customer, or the order or judgment of any federal, state, local, or foreign court, administrative agency, or other government tribunal, office, or body.
CHANGES, CANCELLATIONS AND RETURNS: Purchase orders accepted by Seller are not subject to changes or cancellation by Customer, except with Seller’s prior written consent. Any special order requires full payment at the time of the order. All returned products must be authorized in advance by an authorized Seller representative and Customer will pay Seller a 25 % restocking fee.
ERRORS: Stenographic or clerical errors by or for Seller in the Agreement are subject to correction by Seller.
TAXES: Unless otherwise specifically stated in the purchase order form, prices do not include any sales, use, or other excise taxes on the Products, and Customer will be responsible for all of such taxes. If Customer is exempt from paying sales, use, or other excise taxes with respect to or related to the sale by Seller and purchase by Customer of the products , a certificate of exemption from such taxes or resale certificate must be provided to Seller.
ASSIGNMENT: Customer may not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. The Agreement shall be binding upon the parties thereto, their heirs, permitted assigns, and successors in interest.
WAIVERS: waiver of any breach of any of the provisions of the Agreement must be in writing and executed by the party granting the waiver. Any waiver shall be effective only to the extent expressly provided in the waiver.
ATTORNEY’S FEES: Upon the occurrence of any breach of any of the terms of the Agreement by Customer; the failure of Customer to pay all amounts due; or it becomes necessary to enforce or defend this Agreement, Customer agrees to pay all of Seller’s legal fees and costs of collection, enforcement, or defense, including, without limitation, Seller’s attorneys’ fees and costs, whether incurred in or out of court, on appeal, in Bankruptcy Court, or otherwise.
ENFORCEABILITY: The invalidity or unenforceability, in whole or part, of any portion of the Agreement including, without limitation, these Terms and Conditions, shall not affect the remainder of the Agreement.
CHOICE OF LAW AND VENUE: The Agreement shall be governed by the laws of the State of Florida without regard to any choice of law principles or rules that would result in the application of the laws of any other jurisdiction. Venue for any litigation arising under or related to the Agreement, the Products purchased thereunder, or any dealings between the parties arising from or related to any of the foregoing, must be commenced solely in a court of competent jurisdiction located within Broward County, Florida. Neither party shall object to the forum as being inconvenient.
WAIVER OF JURY TRIAL. Seller and Customer each hereby waive the right to trial by jury in any action related to or arising from this Agreement; the products purchased under this Agreement; or in any dealings between the parties.