Terms and Conditions

The quotation for the goods specified on the face side hereof is made, and any order therefore if made and accepted shall be, upon and subject to the following express terms and conditions which together with said order shall constitute the entire contract between seller and buyer. Such contract shall supersede all prior correspondence, buyers order forms or confirmations, whether issued before or after goods covered by this quotation.

  1. Notwithstanding any different or additional terms that may be embodied in any prior purchase order of buyer, buyer shall be deemed to have expressly assented to these terms and conditions and those on the reverse side hereof unless the buyer shall within seven days from receipt of this quotation, and in any event, prior to acceptance of any goods delivered pursuant hereto, have advised seller in writing of any terms to which it does not assent.
  2. Any order made in respect of the quotation set forth on the reverse side hereof, is subject to credit approval and acceptance by seller and its principal executive offices in Ft. Lauderdale, Florida. The rights of buyer and seller under this quotation and any resulting contract shall be governed by and construed in accordance with the laws of the state of Florida without reference to conflict or choice of law rules. Buyer consents to the jurisdiction of the courts of the state of Florida in any action brought by seller upon this quotation, or any contract resulting therefrom. Buyer agrees that service of process in any such action may be brought upon it by mailing a copy of the summons to buyer by certified or registered mail at the address of buyer set forth on the face hereof, and buyer and seller designate Broward County, Florida as the proper place of venue for any action brought under this quotation or such contract.
  3. Any order placed by buyer cannot be countermanded or changed without the written consent of seller in the event that seller consents to the countermanding of such order. Buyer shall forthwith pay seller the actual damages which seller has suffered as a result of such countermanding of the order.
  4. Seller shall be excused from any failure on its part to comply with the terms of any order arising from any causes beyond its control including, but not limited to, failure to receive raw materials, strikes, fires, floods, acts of God or public enemies, carrier delays, or acts, orders, regulations or decrees of governmental authorities notwithstanding any other terms of this quotation or any contract resulting therefrom, shipping dates, when specified, are estimates only and reasonable delay by seller in making shipments beyond any specified dates shall not be deemed breach of seller’s obligations , but seller shall in making shipments beyond any specified dates shall not be deemed breach of seller’s obligations, but seller shall use good faith and reasonable diligence in the event of shortage of supplies, seller may allocate available supplies among its customers as it deems reasonable.
  5. Overruns or underruns not to exceed 10% of the amount ordered shall constitute an acceptable delivery and such excess or deficiency shall be charged or credited proportionately.
  6. Seller reserves the right to require full or partial payment for the goods specified on the face side hereof at any time prior to the manufacture or shipment of such goods or the processing of buyer’s order and buyer agrees to make such payment when and as requested by seller.
  7. Seller reserves the right to make delivery in installments, unless otherwise expressly stipulated herein, all such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries, delay in delivery of any such installment shall not relieve buyer of its obligation to accept remaining deliveries.
  8. Buyer directs that all shipments shall be made F.O.B. seller’s manufacturing plant at which the goods on the reverse side of this form are manufactured over the most direct and most practical available route. Buyer agrees to pay all freight, insurance, demurrage and other charges incident to transportation, hereby acknowledging that the carrier selected by seller shall be the agent of buyer, buyer hereby constitutes and authorizes such carrier to act as the agent of buyer to accept possession of such goods on behalf of buyer at seller’s manufacturing plant and delivery of title and possession is made by seller to said carrier. Seller may select the carrier, but the responsibility of seller with reference to the safety, condition and transit of said goods ceases, and the risk of loss passes to buyer, upon receipt of the goods by the carrier.
  9. Seller makes no express warranties, there are no implied warranties which extend beyond the description on the face of this quotation, and there is no implied warranty of merchantability, or that the goods are fit for any purpose. Except that the goods covered by this quotation, shall be of seller’s standard quality, seller’s liability for damages shall be limited solely to an amount not exceeding the invoiced price of the goods. In no event shall seller be liable for any special, indirect, consequential or additional damages if buyer has any claim or complaint with the respect to the non-conformity of goods to the contract, late delivery, underage or overage of quantity, seller shall not be liable therefore unless buyer shall have presented its written claim to seller within thirty (30) days after receipt of the goods involved.
  10. Buyer represents and warrants as to any written, graphic or pictorial material furnished by buyer that is to be incorporated in any of the goods to be produced by seller (“material”). That buyer is authorized and licensed to use (i) the name and likeness of all persons, (ii) any testimonial of any person and (iii) any copyrighted work, trademark or patent included in the material that is libelous, defamatory, or that invades the privacy or otherwise violates any rights of others. Buyer also represents and warrants that the goods to be produced by seller on the instructions of buyer and incorporating the material will not contain any deceptive or false statements, nor shall the goods otherwise be misleading; and that the goods as they are to be used and distributed shall comply with all applicable laws, rules and regulations, buyer indemnifies seller against any claims made against seller based on an allegation that the goods produced by seller for buyer, or any material incorporated in the goods, violated any rights of others or were used or distributed in a manner to make them deceptive, misleading or otherwise in violation of any applicable law, rule or regulation; or an allegation that the design or text of any forms violate any copyright, patent, or trademark law or any right against unfair competition or at common law, and against any loss, liability and expense (including counsel fees) incurred as a result of the assertion of any such claims against seller.
  11. If the purchase price for any goods sold by seller to buyer is not paid when due, buyer agrees to pay a service charge of one and one half (1 ½%) per cent per month on the amount past due until paid, and in addition if seller shall institute legal proceedings to collect any sums past due. Buyer will pay to seller (in addition to any such sums) the costs of collection, including a reasonable attorney’s fee.
  12. There are no conditions verbal or otherwise, except as written or printed on this quotation. This quotation and any contract resulting from this quotation, cannot be changed, nor may compliance with any provision be waived, by course of dealing or otherwise, except by a writing signed by buyer and seller.

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