Revised January 2019
The sale of any goods covered by this quotation, sales order, or invoice (as the case may be) to You (the “Buyer”) is expressly conditioned upon the terms and conditions contained or referred to herein, including those set below, and those contained in any attachments hereto. Any Buyer order or any statement of intent to purchase any such goods or any direction to proceed with engineering, procurement and sourcing of manufactured goods, or other Seller services, based on a Seller quotation, sales order, or invoice shall constitute Buyer’s agreement to said terms and conditions, which shall prevail over the terms and conditions included with any Buyer-initiated correspondence; meaning, any additional or different terms or conditions set forth in Buyer’s purchase order or other communication are objected to and will not be binding unless specifically agreed to in writing by the President of INDUSTRIAL DISTRIBUTORS INTERNATIONAL CO. TM SM, here after referred to as “IDICO” TM SM OR “Seller.”
- PRICES AND TERMS - Products and pricing are subject to availability. All quotations are subject to modifications and/or corrections at any time. All prices are in US Dollars (USD), as shown on final invoice, for quantities shown on final invoice. All prices quoted by IDICO are subject to change (as a result of price changes, other modifications, technical or clerical errors, and the like) without notice. The prices contained herein are exclusive of any present or future sales, use or excise taxes with respect to the materials or equipment covered here. Any changes may affect final pricing. If we are required by applicable law or regulation to pay or collect any such tax or taxes on account of this transaction on the material or equipment covered hereby then such amount of tax shall be paid by the purchaser in addition to the prices herein provided for. Unless otherwise noted, all sales are made EX‐Works Factory. In all cases title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Buyer. Seller does not insure carriage or guarantee delivery of goods. Seller’s responsibility ceases when merchandise has been delivered to carrier and receipted for in good order. Buyer’s recourse in such a circumstance is to/with the carrier only. Prices quoted to Buyer by Seller do not include shipping, storage, or other charges. Storage charges for products ordered from and invoiced by IDICO shall start to accrue five (5) business days (i.e., the “grace period”) after the date printed on the given invoice (i.e., the date IDICO accepts Buyer’s purchase order and generates an invoice based on IDICO’s sales order to Buyer, the “Invoice Date”). All purchase orders from the Buyer for international delivery of product MUST contain printed, specific, and complete shipping instructions, in order that IDICO can place into its order processing systems for timely availability for delivery. $350.00 is the minimum order price from any Buyer; any purchase order for product under $350.00 to Seller must be pre-approved by the Seller and shall incur a $50.00 surcharge from Seller to Buyer.
- DELIVERY - Shipping dates given in advance of actual shipment by the Seller are estimates and shall not be deemed to represent fixed or guaranteed shipping dates, unless specifically stated therein that the shipping date is guaranteed. IDICO shall not be liable for failure to deliver or delay in delivery or performance due to (i) a cause which is beyond its reasonable control, or (ii) an act of God, or (iii) fire, strike or other labor difficulty or (iv) delay in transportation or (v) any other commercial impracticality, or any combination thereof. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. IDICO’s goal is that products ordered by Buyer form IDICO shall be delivered by IDICO in a timely manner. With respect to pickup/delivery by Buyer’s transfer agent, freight forwarder, or other authorized representative, all Buyer orders for product must be received by Buyer’s representative no more than five (5) business days after the Invoice Date. A day commences at 12:00AM. For each day that the product remains in Seller’s facilities after the Invoice Date, Buyer shall be charged a daily storage fee of $25.00 (all days together, the “Storage Fee”). The Storage Fee MUST be paid in full along with any invoice balance prior to IDICO’s release of the goods to Buyer’s representative.
- PAYMENT AND FINANCIAL CONDITION - Any order for goods by Buyer shall constitute a representation of Buyer upon which Seller may rely, that Buyer is solvent. If in the judgment of IDICO, the financial condition of the Buyer at the time of the Invoice Date, manufacture or shipment (in IDICO’s sole and absolute discretion) does not justify the terms of payment specified, IDICO reserves the right to require the full or a partial payment, or other adequate assurance of performance from the Buyer, before manufacture or shipment. IDICO reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. Payments are late if not made within five (5) business days after the Invoice Date or expiration date of any extension of credit, whichever is earlier. Each payment, or installment of a payment, that is late (and for so long as any payment is or remains late) shall incur a monthly late fee/penalty of One and One-Half Percent (1.5%) of each past-due amount. Nothing herein shall be deemed to extend or otherwise modify Buyer’s obligation to make payment when due. In the event of default, Buyer agrees to pay Seller’s reasonable attorney's fees if any, incurred by Seller at any administrative, trial or appellate level in collection of damages from Buyer, plus any other costs of collection, including court costs. In addition to any other right which IDICO may have hereunder, at law, or in equity, IDICO may suspend shipment of any goods for which IDICO has not already received payment whenever Buyer is in default under this or any other contract of sale between IDICO and the Buyer.
- INJURY OR DAMAGE TO PERSONS OR PROPERTY - The Seller shall not be liable for injury or damage to persons or property resulting from equipment sold under this quotation, sales order, or invoice. Upon expiration of the grace period or delivery to Buyer’s representative (on whichever shipping terms apply per the invoice), IDICO ceases to have any liability whatsoever for damages of any type to the product so invoiced, including but not limited to risk of loss occurring as a result of an event during transit or transfer.
- WARRANTIES - No representations, warranties, promises, guarantees, or agreements - oral, written, express, or implied - have been made by Seller with respect to the equipment sold, except as expressly provided herein. NO EXPRESS OR IMPLIED COMMON LAW OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
- LIMITATION OF LIABILITY - IDICO’s liability on any claim for loss or damage arising out of there terms of sale or contract, or from the performance or breach thereof - whether based in contract, equity, warranty, tort, or other grounds - shall not exceed the price of the goods which are the subject of or a part of the claim. IDICO shall not in any event be liable for any other economic, or special, consequential, incidental or punitive damages - including but not limited to loss of profits or revenue, loss of use of the product, cost of capital, or down‐time costs.
- TERMINATION - Buyer may terminate an order only by mutual agreement and confirmation between the President of IDICO and Buyer, based upon payment to IDICO of reasonable and proper termination charges, including but not limited to any and all fees assessed prior to the Invoice Date. Notwithstanding the above, there shall be no Buyer right to terminate orders after Invoice Date. After the Invoice Date, Buyer must get written approval from the President of IDICO (at IDICO’s sole and absolute discretion) and restocking charges and additional fees will apply, in accordance with Seller’s policy on returned goods, herein.
- RETURNED GOODS; DEFECTIVE OR NONCONFIRMING GOODS - If (and for so long as) goods are returnable in accordance with these terms of sale (whether for an allegation of defective goods or good not conforming to the quotation, sales order, or invoice), such goods may not be returned without the prior written consent of the President of IDICO and may be subject to a restocking fee in addition to return freight, and customs charges and duties being assessed to the Buyer. Any claim which is the subject of this provision must be made in writing to IDICO by the Buyer on or before the thirtieth (30th) day after the Invoice Date.
- GENERAL - The Buyer and Seller understand and agree that the validity, performance, and all other matters relating to the interpretation and effect of these terms of sale shall be governed by the laws of the State of Florida; and that jurisdiction and venue shall be proper in the state or federal courts located in Miami-Dade County, Florida. The Buyer and Seller hereby irrevocably consent to the personal and subject matter jurisdiction of such courts and venue, and expressly waive the right to assert any claim for improper or inconvenient forum with respect hereto.