STANDARD TERMS AND CONDITIONS OF SALE
These standard terms and conditions of sale apply to all products or services Cableorganizer.com (the “Seller”) provides to customers wishing to purchase products (the “Buyer”). Seller rejects any additional terms and conditions that may be contained in any document provided previously by the Buyer. Seller recognizes no other terms and conditions including but not limited to terms and conditions in documents provided subsequent to the date of this Agreement unless approved in writing by Seller’s authorized representative.
1. PURCHASE ORDERS – Purchase orders from Buyer sent to Seller shall be binding on Seller if accepted and acknowledged in writing by Seller or upon fulfillment by Seller. Purchase orders are cancelable by Buyer prior to shipment without further fees or charges. Purchase orders canceled by Buyer after shipment are subject to the return policy set forth in Section 5 and Buyer shall be responsible for payment of any and all shipping costs incurred by Seller and restocking fees, if applicable. Any terms of sale contained in Buyer’s purchase orders are superseded by these Standard Terms and Conditions.
2. ACCEPTANCE OF ORDER: TERMINATION – Acceptance of any order is subject to credit approval and acceptance of order by Seller. If Buyer’s credit becomes unsatisfactory to Seller, Seller reserves the right to terminate upon notice to Buyer and without liability to Seller.
3. PRICES AND SHIPMENTS – Prices shall be those in effect at time of shipment which shall be made EXW. Shipping methods and costs quoted are subject to change based on freight availability.
4. PAYMENT TERMS – Standard payment terms are Net 30 Days with prior credit approval. A monthly service charge of the lesser of 1 ½ % or the maximum permitted by law may be added to all accounts not paid within 30 days. Seller accepts Visa, MasterCard, American Express and Discover. Other methods of payment include money orders, Paypal, check by mail (orders held until check clears) and wire transfers. All payments are to be made in U.S. dollars.
5. RETURN OF PRODUCTS – Except for products considered Non-cancelable or Nonreturnable by Seller, credit will be allowed for products returned with prior written approval from Seller. The approval must be in the form of a Return Merchandise Authorization (“RMA”) issued by Seller. A restocking fee of 25% of the total purchase value will apply. Buyer shall be responsible for all shipping costs of returned products. Credits will be issued only for products returned within 90 days of the date of purchase, returned in original packaging and deemed by Seller to be in original resellable condition. MIA#2534064.6
6. TAXES – Prices shown do not include sales or other taxes imposed on the sale of products. Taxes now or hereafter imposed upon sales or shipment will be added to the purchase price. Buyer agrees to reimburse Seller for any such tax unless Seller is provided, prior to product shipment, with acceptable tax exemption certificate.
7. DELAY IN DELIVERY – Seller is not accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances over which Seller has no direct control. Factory shipment or delivery dates are the best estimates for delivery. In no case shall Seller be liable for any damages arising from any delay in delivery.
8. WARRANTIES – SELLER MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF ANY KIND INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR LACK OF INFRINGEMENT. THE ONLY WARRANTIES AVAILABLE TO BUYER SHALL BE THOSE MADE BY THE MANUFACTURER. Buyer shall assert any claims only against the manufacturer and shall have no recourse against the Seller.
9. SECURITY INTEREST – Seller will retain a security interest in all products sold until the full purchase price and charges enumerated on the invoice are paid. Buyer’s failure to pay any amount when due will give seller the right to possession and removal of the equipment upon written notice at least ten (10) days prior.
10. LIMITATION OF LIABILITY – IT IS UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED AND BUYER’S REMEDY IS LIMITED TO EITHER, AT SELLER’S OPTION: (i) REPLACEMENT OF THE DEFECTIVE PRODUCTS EXW, (ii) CORRECTION OF THE DEFECTIVE SERVICE, (iii) REPAIR OF THE DEFECTIVE PRODUCTS, (iv) RETURN OF THE DEFECTIVE PRODUCT BY THE BUYER AND REFUND OF THE PURCHASE PRICE, OR (v) REFUND OF THE SERVICE PRICE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR LOSS OF PROFITS, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR AN AMOUNT GREATER THAN THE PURCHASE PRICE FOR THE PRODUCTS OR SERVICES PURCHASED BY THE BUYER. THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS A CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS OF THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
11. WAIVER – The failure of Seller to insist upon the performance of any of the terms or conditions of this contract or to exercise any right hereunder shall not be deemed to be a MIA#2534064.6 waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this contract.
12. MODIFICATION OF TERMS AND CONDITIONS – No terms and conditions other than those stated herein and no agreement or understanding, in any way purporting to modify these terms or conditions, shall be binding on Seller without the Seller’s written consent.
13. CHOICE OF LAW – THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, USA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND THE COURTS OF THE STATE OF FLORIDA IN THE COUNTY OF BROWARD SHALL HAVE NONEXCLUSIVE JURISDICTION OVER CAUSES OF ACTION ARISING UNDER THIS AGREEMENT. ALL PARTIES HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE ANY OBJECTION OF FORUM NON CONVENIENS THAT THEY MAY BE ENTITLED TO RAISE. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED.
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