The sale of any equipment or services described herein at the prices indicated is expressly conditioned upon the terms and conditions set forth below. Any order for or any statement of intent to purchase such equipment or services, or any direction to proceed with engineering, procurement, manufacture, or shipment, constitutes assent to these terms and conditions and a representation that the purchaser is solvent. Acceptance of this proposal is strictly limited to the terms and conditions contained herein. Any additional or different terms set forth in any communication from the Purchaser are not agreed to by Seller and shall not be effective unless agreed to in writing by an officer of Seller.
Proposals
All proposals for sales and/or services are subject to acceptance within thirty days unless otherwise specified. Proposals including equipment manufactured by others are subject to the same conditions extended to the Seller. In case of a conflict between the terms extended to Seller and those contained herein, the terms herein shall control. Any clerical or stenographic errors in the proposal may be corrected by the Seller at any time.
Delivery
Shipping dates are approximate and based on manufacturers’ shipping promises, contingent upon receipt of necessary information. The Seller is not liable for delays in delivery or performance due to causes beyond its control (e.g., errors in manufacturing, acts of God, civil or military authority, strikes, etc.). In case of such delays, the delivery date will be extended by the duration of the delay.
Field Service & Startup
Factory-authorized field service personnel for installation, startup, and adjustments may be purchased at Seller’s rates plus travel. Field service is provided on a “best efforts” basis, and Seller is not liable for direct or incidental damages arising from such service. Purchaser agrees to defend and indemnify Seller against claims arising from field service, except for claims due to Seller’s sole negligence.
Electrical Equipment
Equipment includes only the electrical components referred to in the proposal. Costs related to local regulations necessitating changes to electrical equipment will be borne by Purchaser unless specified in the quote.
Claims
Claims of defects, shortages, or errors must be made in writing within five (5) days of receipt of shipment. Failure to do so constitutes acceptance of goods and waiver of claims. No back charges or retention of monies by Purchaser shall be permitted without prior written approval.
Payment and Terms
Unless otherwise specified, payment is due 30 days from the invoice date. Delayed shipments requested by Purchaser shall not affect the invoice date. Past due amounts will accrue interest at 1-1/2% per month or the highest legal rate, whichever is less. Title to goods remains with the Seller until payment is made in full. Purchaser assigns the right to payment from third parties and grants Seller a security interest in the goods.
Freight
Prices are F.O.B. shipping point unless otherwise stated. Risk of loss or damage in transit is borne by Purchaser once goods are delivered to the carrier.
Cancellation
Orders may be canceled upon written notice and payment of reasonable cancellation charges as determined by Seller.
Changes
Changes to the Purchaser’s order will only be accepted if requested in writing and any price adjustments agreed to in writing.
Patents
Seller does not design or manufacture any equipment and makes no claims related to patent infringement.
Limited Warranty
Seller provides no warranty beyond those offered by the manufacturer of any goods sold. Copies of manufacturer warranties will be provided upon request. Seller makes no warranties, express or implied, including merchantability or fitness for a specific purpose. The Purchaser’s sole remedy is limited to the repair or replacement of defective goods, and Seller’s liability shall not exceed the price of the goods in question.
Limitation of Liability
Seller’s liability for any claim, including negligence, is limited to the price of the equipment giving rise to the claim. Seller shall not be liable for special, incidental, or consequential damages.
Approvals & Clearances
Purchaser is responsible for obtaining all necessary approvals from insurance carriers and regulatory agencies unless specified in writing.
Drawings, Plans, and Regulatory Laws
Seller makes no promises that products or services will comply with local laws, codes, or standards unless specified in writing.
General
In the event of disputes, Purchaser agrees to pay all costs, expenses, and attorneys’ fees. All litigation arising from this proposal shall be governed by the laws of Hernando County, Florida. The parties waive trial by jury and agree to venue exclusively in Hernando County for any state litigation or the Middle District of Florida for federal litigation.
Additional Conditions
If the Purchaser issues an order directly to the manufacturer or in care of the Seller, the manufacturer’s terms and conditions are incorporated by reference and apply in addition to those here. If there is a conflict between the manufacturer’s terms and these terms, these terms will control. These terms also apply in addition to any open account or credit agreement between Seller and Purchaser. If the terms of an open account conflict with these terms, these terms will control.