Uniform Terms and Conditions of Sale for Arty Joe’s Inc.
1. PROPOSALS AND ORDERS
A. TERM: All prices quoted by Arty Joe’s Inc. are valid for 5 days from date of proposal.
B. ACCEPTANCE: All orders require either a hard-copy purchase order issued by Buyer or a Seller-prepared proposal that has been approved by an authorized signatory of Buyer.
C. MODIFICATIONS/CHANGES/CANCELLATIONS:Any requested modification to an order is subject to the approval of Seller and the manufacturer or supplier of the goods ordered. Changes must be made via a revised purchase order, change order or signed and dated, revised proposal. ALL SALES ARE FINAL.
D. CREDIT APPROVAL: All orders are subject to credit approval.
E. DEPOSITS: Deposits are required if the manufacturer(s) or service provider(s) require(s) a deposit. It is at the discretion of the Seller as to whether a deposit and the amount is necessary. All required Sellers must receive deposits prior to any orders being entered.
A. TIMING: The balance of all Product purchased will be invoiced upon delivery of the product. Any product being held at Buyer’s request will be invoiced in full upon Seller’s receipt of same.
B. PAYMENT TERMS: All invoices are due in full within ten (10) days from date of invoice. A monthly service charge of 1.5% (18% A.P.R.) will be assessed on all unpaid balances after invoice due date.
C. WITHOLDING: PAYMENT MAY BE WITHHELD ON AN INVOICE ONLY FOR SPECIFIC MERCHANDISE THAT HAS NOT BEEN DELIVERED OR IS DAMAGED, AND SUCH NOTICE SHALL BE GIVEN IN WRITING TO THE SELLER WITHIN 3 DAYS OF RECEIPT OF THE PRODUCT.
D. TAXES: Unless otherwise noted, any applicable sales, use, excise, or any other taxes are not included in the proposal and will be invoiced as a separate line item. Buyer agrees to pay any and all applicable taxes. If Buyer possesses tax-exempt status, a certificate of resale or tax exemption is to be provided prior to order placement.
A. WARRANTIES: Seller makes no warranties, express or implied, of product sold hereunder, including any warranty of merchantability or warranty that the product is fit for any particular purpose. Seller will identify all manufacturers’ warranties and will provide to Buyer reasonable assistance to permit Buyer to assert claims based upon such warranties directly to the manufacturer at Buyer’s expense.
B. ACTS BEYOND REASONABLE CONTROL: Seller shall not be liable for any delay or failure of delivery of any or all of the product that has been caused by acts of God or other delay beyond the reasonable control of Seller.
C. ENTIRE AGREEMENT: Unless otherwise agreed to in writing between Buyer and Seller, this document is intended by all parties as the final expression of their agreement and supersedes all other purchase orders or documents provided by Buyer.
D. GOVERNING LAW, VENUE, AND PROCESS. The validity, construction, and enforcement of, and the remedies under, this Agreement shall be governed in accordance with the laws of Florida (except that if any choice of law provision under Florida law would result in the application of the law of a state or jurisdiction other than Florida, such provision shall not apply). The parties to this Agreement agree that jurisdiction and venue shall properly lie in the courts of the State of Florida in Pinellas County, with respect to any legal proceedings arising under or connected with this Agreement.
E. ATTORNEYS’ FEES. If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses (including appellate fees and costs) in addition to any other relief to which such prevailing party may be entitled.