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Acceptance of these Terms of Sale:
Buyer will be deemed to have assented to these Terms of Sale when (i) Buyer acknowledges acceptance hereof by signing the first page; (ii) when Buyer has received delivery of the whole or part of the goods; or (iii) when Buyer has otherwise assented to the terms and conditions hereof. These Terms of Sale shall supersede any provisions, terms and conditions contained on any confirmation order or other writing by Buyer, and the rights of the parties shall be governed exclusively by these Terms of Sale. It is expressly understood and agreed that these Terms of Sale shall prevail over any conflict with the terms and conditions set forth in Buyer’s order form.
Payment Terms:
The amount due as shown on this invoice shall be due and payable on the terms, if any, set forth on the face of this invoice, upon Buyer’s receipt of the goods described herein or upon the date of this invoice, whichever is later. If such amount is not paid in accordance with such terms (or if no terms are specified), when it otherwise becomes due and payable, the overdue payment will bear interest from date of shipment at the highest legal rate. Seller reserves the right to withhold shipments if any payment is past due. If, in Seller’s opinion, the financial condition of Buyer at any time does not justify continuance of shipment on the terms of payment specified, Seller may require full or partial payment in advance. All payments shall be in United States Dollars unless otherwise specified. Until paid in full, Seller retains a first priority security interest in the goods, and Buyer agrees to execute documents to perfect this interest.
Shipment:
Method and route of shipment are at Seller’s discretion, unless otherwise agreed. Identification of goods to the contract occurs when shipment is placed in the hands of the carrier. Title and risk of loss pass to Buyer upon delivery to Buyer’s premises, unless otherwise agreed in writing. If goods are shipped by common carrier, risk of loss shall pass upon delivery to the carrier.
Claims:
This invoice shall be presumed correct unless Buyer notifies Seller of any claimed error or deficiency within 14 days of receipt. Any suit must be brought within one year of Buyer’s receipt of goods or shall be deemed waived and time-barred.
Warranties and Disclaimer:
Unless expressly stated otherwise, Seller warrants only that goods meet standard specifications and are free from material defects for one year after delivery. Warranty does not apply to altered goods or defects caused by Buyer. NO OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE), APPLY. Buyer acknowledges that Seller is not the manufacturer of the goods and makes no warranty other than the limited warranty expressly set forth herein. Seller expressly disclaims all other warranties, including any implied warranty arising by statute, usage of trade, or course of dealing.
Force Majeure:
Seller shall not be liable for any failure to perform or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, pandemics, governmental orders, labor shortages, transportation delays, or supply chain disruptions.
Remedies:
If goods fail to conform, Seller will either refund the price or replace them. This is Buyer’s exclusive remedy. SELLER IS NOT LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.
Indemnity:
Buyer agrees to defend, indemnify, and hold Seller harmless from claims or liabilities arising from Buyer’s use, handling, transport, or resale of goods, except where caused solely by Seller’s negligence or misconduct.
Governing Law & Venue:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. The parties agree that any legal action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida.
Cancellation:
Orders may only be canceled with Seller’s consent and subject to indemnification for losses.
Returned Material:
Goods may not be returned without Seller’s permission. Only unused, current items invoiced within 30 days are eligible. Returns may incur a service charge and must be securely packed. Custom or special orders are not returnable unless agreed otherwise.
Particular Transactions:
If goods are sold at cost plus a percentage, the cost is unadjusted for any allowances, discounts, or vendor concessions.
Freight:
Freight charges may include administrative expenses and are not discountable.
Taxes:
Buyer shall provide a valid Florida Resale or Tax Exemption Certificate, as applicable, prior to purchase. Failure to provide such documentation may result in sales tax being charged and collected.
Attorney’s Fees:
Seller may recover legal fees and costs incurred due to non-payment or breach of these terms.
Miscellaneous:
If any part of these terms is held unenforceable, the rest remain in effect. Seller’s failure to enforce any term is not a waiver. These Terms and the invoice are the complete agreement and may only be changed in writing signed by both parties. Seller is not liable for delays due to events beyond its control.