STANDARD TERMS AND CONDITIONS OF SALE
These terms and conditions of sale (“Agreement”) are applicable to any order placed by you (referred to herein as “Buyer”): with and accepted by us (referred to herein as “Supplier”):
SCOPE OF AGREEMENT. Supplier, upon acceptance of an order placed by Buyer, will supply the products and services specified in the order to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s acknowledgements or any other documents. The details of the product(s) purchased (e.g. quantity, price, and product specifications) shall be set forth in the relevant order.
PRICE AND TERMS. The price(s) payable by Buyer for product(s) purchased and freight to be supplied by Supplier under this Agreement will be specified in the relevant order. All product(s) prices shown on the web site exclude shipping and taxes. Payment terms are in advance by VISA, MasterCard or Discover Card. After a product is shipped, the order for that product becomes non-cancellable, non-returnable and non-refundable. The product(s) will be delivered FOB Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by Supplier. The Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery. If the freight carrier is unable to deliver the goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. Freight claims for damaged product(s) will be the responsibility of the Buyer.
WARRANTY. The only warranties on the product(s) purchased by the buyer are those made by the manufacturer. No other warranty to the buyer from the seller is express or implied. Seller specifically disclaims any implied warranties of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND SUPPLIER’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE PRODUCT(S) UPON WHICH A CLAIM IS BASED.
STATUS. Buyer and Supplier are separate entities. Nothing in the order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
COMPLIANCE WITH LAW. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
GOVERNING LAW. The order and this Agreement shall be governed by the laws of the State of Florida, without reference to conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to the order or these this agreement shall be commenced in a federal court in Florida or in state court in the County of Palm Beach, Florida, and the appellate courts thereof, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. With respect to any litigation arising out of the order or this agreement, the parties expressly waive any right they may have to a jury trial and agree that any such litigation shall be tried by a judge without a jury and the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees, from the other party.
FORCE MAJEURE. Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
ENTIRE AGREEMENT. The order, this Agreement and the operative provisions of any quotation issued by Supplier to the Buyer, sets forth the entire agreement and understanding among the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of every and any nature among them.
PROPER RECEIVING INSTRUCTIONS:
The freight should be briefly inspected while the delivery is taking place and if damage is discovered either notate it on the delivery receipt or refuse the delivery. If no damage is immediately visible please unpack the freight/perform a more thorough inspection within 5 business days of the delivery and if concealed damage is discovered report it to us immediately. When consignee's fail to do this and concealed damage is discovered more than 5 business days after the delivery our claim can be immediately disqualified. These rules are in place to protect carriers from fraudulent claims. The assumption is that if damage isn't reported within 5 business days the damage occurred after delivery. Failure to report concealed damage in the 5 business day timeframe, consignee is responsible for the damage.