These Terms and Conditions govern the terms of sale for all goods and services purchased by Customer from Florida Seating, Inc. (“Florida Seating”) of 6100 Mears Court, Clearwater, Florida 33760. Florida Seating’s acceptance of any purchase order received from Customer is expressly subject to Customer’s agreement to the terms and conditions stated herein. Any conflicting or additional terms proposed by Customer are expressly rejected. Acceptance of the goods by Customer shall be deemed acceptance of the Terms and Conditions of Sale as set forth herein. These terms and conditions shall govern over any terms and conditions of purchase proposed by Customer that conflict or add to the terms of this contract, unless such additional or conflicting terms are specifically agreed to in writing, and signed by Florida Seating’s duly authorized representative.
LIMITED WARRANTY AND EXCLUSIVE REMEDY: Florida Seating warrants that during a period of one (1) year from date of shipment of the goods purchased under this contract, such goods shall be free from structural defects under normal use and service. If during such period such goods shall fail to perform in accordance with specifications, Florida Seating shall, at its expense and option, repair or replace the goods;provided however, Florida Seating shall not be responsible for any removal, installation or reinstallation costs. THE FOREGOING WARRANTIES AND REMEDIES SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES under any and all circumstances. Provided further that if any such remedy shall fail of its essential purpose, Florida Seating’s maximum and sole liability arising from or related to this sale of goods contract, or from any attempts to repair or replace defective goods, shall be limited to payment of the purchase price, or the allocable portion of the purchase price which relates to the defective goods furnished under this contract. The foregoing warranty shall be void if damage results from Customer’s improper installation, repair or use of the goods.
DISCLAIMER OF ALL OTHER WARRANTIES: Florida Seating makes no warranty other than the limited warranties described or provided above. THESE LIMITED WARRANTIES ARE EXPRESSLY 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. There are no warranties which extend beyond the description on the face hereof. In no event shall Florida Seating be liable for, and Customer shall indemnify and hold Florida Seating harmless from, (1) any damages, direct, indirect, general, special, incidental or consequential, WHETHER RESULTING FROM FLORIDA SEATING’S NEGLIGENCE OR OTHERWISE, arising out of, in connection with, or resulting from the goods contract sold hereunder, and (2) any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing, including without limitation those made by subsequent owners and users of the goods.
INDEMNIFICATION: Florida Seating shall not be liable for any property damage whatsoever or claims of any kind whether based on contract, warranty, tort INCLUDING WITHOUT LIMITATION FLORIDA SEATING’S OWN NEGLIGENCE OR OTHERWISE, or for any loss or damage arising out of, in connection with, or resulting from, this contract, or from the performance or breach thereof, or from all services or goods covered by or furnished under this contract. Customer agrees to indemnify and hold harmless Florida Seating against any and all liability associated therewith whatsoever whether based on contract, tort, AND WHETHER RESULTING FROM FLORIDA SEATING’S NEGLIGENCE OR OTHERWISE, including without limitation all claims made by any third party.
RESALE: FLORIDA SEATING EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, including without limitation any liability to or warranties made for the benefit of any third party, including without limitation any third party to whom Customer may sell or transfer the goods, which are the subject of this contract. Notwithstanding, the foregoing all the terms and conditions set out herein shall be binding upon Customer and all subsequent owners and users of these goods. Without limitation of the foregoing, however, the goods identified herein are sold subject to the condition that they shall not, nor any portion of them, by way of trade or otherwise, be lent, resold, or otherwise conveyed without similar conditions, including without limitation this condition, being imposed on the subsequent borrower, purchaser, or transferee.
TERMS OF PAYMENT: All payments are due [thirty (30) days after the date of Florida Seating’s invoice,] unless client’s account is on pre-pay terms or otherwise agreed in writing, and signed by an authorized representative of Florida Seating. All credit terms requested for new accounts, and by existing customers who have previously been extended credit terms, are subject to credit approval in Florida Seating’s sole discretion. Purchase orders that provide for partial shipment or shipments in installments, or orders that provide for delivery dates more than _ (60) days__ dates after the date of acceptance of the purchase order by Florida Seating, are subject to credit review and approval both at the time the purchase order is accepted by Florida Seating, and again, prior to the time of shipment. At such time(s), Florida Seating may withdraw any credit terms previously offered to Customer, and Florida Seating may require full or partial payment prior to shipment. Florida Seating may require Customer to provide current financial information and credit references to Florida Seating at any time or times. Customer’s failure to deliver current financial information or credit references within 10 days after Florida’s Seating’s request shall constitute reasonable grounds for Florida Seating to suspend performance of its obligations under this contract and to withdraw any credit terms previously offered to Customer. If Customer’s financial condition is not satisfactory to Florida Seating at any time, Florida Seating may cancel the order or require full or partial payment in advance of shipment, or such other assurance of payment as Florida Seating may require, including without limitation advance payment, the furnishing of a letter of credit or personal guaranty, cashier’s check on delivery, or business check on delivery, in Florida Seating’s sole discretion. Payment is considered as having been made on the date payment is received by Florida Seating. Interest on any past due payment or part thereof, shall accrue at the rate of 1% per month, or if this interest rate exceeds the maximum allowed by applicable law, then at the maximum lawful rate, applicable from time to time.
ACCEPTANCE OF ORDERS: All orders are subject to and shall be effective only upon written acceptance by a duly authorized representative of Florida Seating.
SHIPMENT AND TRANSPORTATION CHARGES: Shipment of goods are F.O.B. point of shipment, and shall be deemed to occur when the aforementioned items are placed in the possession of a common carrier for shipment to Customer, unless Customer is in Florida Seating’s delivery area or the shipment terms have been otherwise agreed upon in writing by an authorized Florida Seating representative. All transportation, rigging and storage charges are for the account of and payable by Customer. Florida Seating reserves the right to make partial shipments, and pro-rata payments shall become due as partial shipments are made. Any dates for shipment are approximate only and Florida Seating shall not be liable for any delay in shipment or delivery of the goods.
TITLE AND RISK OF LOSS: Title to and risk of loss of all items purchased hereunder shall pass to Customer upon shipment by Florida Seating F.O.B. point of manufacture. No subsequent loss or damage to the items shall affect Customer’s obligations hereunder.
FORCE MAJEURE: Florida Seating shall not be liable for any delay or failure to perform its obligations due to any cause beyond its reasonable control, including without limitation fire, weather, accident, act of public enemy, war, rebellion, insurrection, strike, lockout, work slowdown, or similar industrial or labor action, sabotage, transportation delay, shortage of raw material, energy or machinery, act of God, acts or omissions of Customer, or the order of judgment of any federal, state, local or foreign court, administrative agency or other government office or body.
CHANGES, CANCELLATIONS AND RETURNS: Orders accepted by Florida Seating are not subject to changes or cancellation by Customer, except with Florida Seating’s written consent. Any order that requires modification to Florida Seating’s published specification, a special order, and that is subsequently changed or cancelled, is subject to fees including without limitation material costs and labor services be paid for at cost, plus Florida Seating’s standard overhead rate, anticipated profit of Florida Seating, and loss on materials purchased or on contract for the completion of the order. All returned goods must be authorized in advance by an authorized Florida Seating representative and are subject to a 25 % restocking fee.
TAXES: Unless specifically stated, prices listed do not include taxes. Any state or local governmental sales, use, excise, property or other taxes, if any, shall be paid or borne by the or reimbursed by the Customer to Florida Seating if paid by Florida Seating. If Customer is exempt from paying sales or use tax, a certificate of evidencing such shall be provided to Florida Seating upon request.
ASSIGNMENT: Customer may not assign its rights or obligations under this contract without the prior written consent of Florida Seating. This contract shall be binding upon the parties hereto, their heirs, assigns or successors in interest by merger, operation of law, or by purchase of the entire or substantially all the business of either party, which shall acquire all interest and be subject to all obligations of such party hereunder.
ACKNOWLEDGEMENT: Submission of an order pursuant to a quotation by Florida Seating to the Customer acknowledges acceptance by the Customer of the terms and conditions set forth herein and Customer’s agreement that any additional or conflicting terms previously or hereafter proposed by Customer are withdrawn.
WAIVERS: A waiver of any breach of any of the provisions of this contract shall not be construed to be a continuing waiver of the breaches of the same or provision hereof.
NOTICES: Any notice to Florida Seating required or permitted to be given under this contract shall be sufficient, if in writing, and sent by registered or certified mail, return receipt requested, to the address stated above, attention: Maria Nikolova, President.
ATTORNEY’S FEES: Upon the occurrence of any breach of the terms of this contract by Customer, or if an invoice to Customer is not paid when due, or it becomes necessary to enforce or defend these terms and conditions, Customer agrees to pay all costs of the collection, enforcement or defense, including without limitation attorneys’ fees, whether incurred in or out of court, in one or more actions or proceedings, on appeal, in arbitration, in Bankruptcy Court, or in any insolvency proceedings or otherwise.
PENALTIES: Florida Seating assumes no liability or liquidated damage clauses of any kind, unless specifically approved in writing by Florida Seating’s authorized representative.
ENFORCEABILITY:The invalidity, in whole or part, of any of the foregoing paragraphs shall not affect the remainder of such paragraph or any other paragraph of this contract. Enforcement and interpretation of any provision of this contract shall be governed by the laws of the state of Florida, without resort to its conflict of law rules.
CHOICE OF LAW AND VENUE: The provisions hereof shall be construed under the laws of Florida. Jurisdiction and venue for any action or dispute arising under or related to this contract, the goods contract purchased hereunder, or any dealings between the parties, arising from or related to any of the foregoing, must be commenced in a court of competent jurisdiction located within Pinellas County, Florida.
WAIVER OF JURY TRIAL: Florida Seating and Customer each hereby waive the right to trial by jury in any action related to or arising from this contract, the goods contract purchased hereunder, or any dealings between the parties, or any acts or course of conduct related to any or all of the foregoing.