APC PACKAGING, LLC (Seller)
Standard Terms and Conditions of Sale
Seller’s acceptance of Buyer’s purchase order for goods (the “Goods”) is expressly made conditional on Buyer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in Buyer’s purchase order or other document or communication pertaining to Buyer’s order or the Goods. Buyer’s assent to the terms and conditions contained in this document shall be conclusively presumed from Buyer’s acceptance of all or any part of the Goods, or from payment by Buyer for all or any part of the Goods. None of these terms and conditions may be added to, modified, superseded or otherwise altered, except by a written instrument signed by an authorized executive of Seller. Failure of Seller to object to any terms or conditions which may be contained in any document or form of Buyer shall not be construed as a waiver of these conditions nor as an acceptance of any such terms and conditions.
Unless otherwise indicated on Seller’s Sales Order/Invoice, payment is due in advance. If payment terms are offered, payments not made within thirty (30) days of the due date shall become subject to a late payment charge of 1.5% per month on any amount then past due.
Payment Methods Accepted
In-Stock Goods: Seller accepts all major credit cards, bank wires, ACH and company checks. Custom Goods: Seller accepts only bank wires, ACH and company checks. Buyer authorizes Seller to redeposit any dishonored checks. Buyer agrees to reimburse Seller for any fees imposed on Seller as a result of Buyer’s dishonored check, up to the maximum amount permitted by law.
Delivery terms are either, F.O.B. Seller’s warehouse, Ft. Lauderdale, FL, or C.F. US Port, as specified on Seller’s Sales Order/Invoice. In either case, Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order(s) placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Seller. Courier Charges: In the event Buyer directs Seller to ship the Goods using Buyer’s third-party courier account, Buyer shall be responsible for any charge-backs to Seller arising from Buyer’s use of its or third-party courier account; and Buyer hereby authorizes Seller to charge Buyer’s credit card on file with Seller for the amount of any such charge-backs.
Orders for In-Stock Goods may be cancelled at any time prior to shipment. Orders for Custom Goods cannot be cancelled.
Claims and Returns
Buyer shall inspect Goods promptly upon receipt. Claims made by Buyer for shortages, damages and/or errors in delivery must be made within two (2) days after the delivery of the Goods. (Custom Goods cannot be returned unless damaged or defective). In-Stock Goods in open cases cannot be returned unless damaged or defective. In-Stock Goods in unopened cases may be returned within fifteen (15) days after delivery of the Goods, less shipping charges; and are subject to a 15% restocking fee. Call (954) 978-4567 or email to firstname.lastname@example.org for further assistance. Appropriate refunds of orders placed by credit card will be credited back to the same card. Appropriate refunds of orders paid by check, wire or ACH will be refunded by Seller’s check made payable to Buyer.
Shipments, deliveries and performance of work by Seller shall at all times be subject to the approval of and requirements of the credit department of Seller, including the requirement that Buyer to pay part or all of the purchase price in advance. Seller retains a purchase money security interest in all Goods not paid for in full, notwithstanding that the goods have been delivered to Buyer, and Buyer hereby authorized Seller to execute and file financing statements describing the Goods, and other document which may be requested by Seller to evidence its security interest.
Seller warrants that the Goods shall conform to the description stated thereon. The foregoing WARRANTY is Seller’s Sole Warranty with respect to these Goods. All other WARRANTIES, expressed or implied, including but not limited to the implied WARRANTIES of merchantability, compatibility and fitness for a particular purpose, are hereby disclaimed. Seller’s liability for breach of warranty hereunder is limited solely to the replacement of the defective goods, which shall be returned to Seller’s plant, transportation charges prepaid by Buyer, and the failure to give notice of a WARRANTY claim within thirty (30) days from date of delivery shall constitute a waiver by Borrower of all claims in respect to such goods. The foregoing shall constitute the sole remedy of Buyer and the sole liability of seller under this WARRANTY.
OWNERSHIP OF PROPERTY
Upon Seller’s receipt of full and complete payment, Buyer shall own the goods and products offered for sale by Seller to Buyer. Seller shall retain sole ownership and possession of all industrial property including, but not limited to, molds, components and tools ( the “Industrial Property”). In the event that Buyer wishes to take possession of any Industrial Property, the Seller may, in its sole discretion, charge Buyer a fee to transfer the Industrial Property.
Limitation of Liability
Sellers Liability to Buyer, whether in contract, in Tort, under any WARRANTY, in negligence or otherwise shall not exceed in any case the return of the amount of the purchase price paid by Buyer and under no circumstances shall Seller be liable for special, indirect or consequential damages. The price stated for the Goods is consideration for limiting Sellers liability. No action, regardless of form, arising out of the transaction under Buyers sales order or invoice may be brought by Buyer more than one (1) year after the date of the invoice. Without limitation of the foregoing, in no event will Seller be responsible or liable for (A) penalty clauses of any description, or (B) indemnification of Buyer or others for COSTS, DAMAGES or EXPENSES arising out of or related to the Goods.
Pricing does not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. Seller will add sales taxes to the sales price where required by law and Buyer will pay such taxes unless Buyer provides Seller with a duly executed sales tax exemption certificate. If Buyer is required by law to withhold any amount of tax from its payment to Seller, Buyer will take all reasonable steps to minimize such withholding tax, provide Seller with a receipt or certificate as evidence the tax has been paid, and reimburse Seller for the amount of withholding so that Seller receives payment for the full value of the invoice. Unless Seller notifies Buyer otherwise, with regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Goods leave the jurisdictional territory of Seller’s point of shipment. Unless Seller notifies Buyer otherwise, with regard to domestic shipments and international shipments that ‘re not in transit through international waters or airspace, title transfers upon delivery to Buyer’s carrier or nominee at Seller’s point of shipment.
Any agreement arising out of this transaction shall be deemed to have been made in Ft. Lauderdale, Broward County, Florida. Buyer and Seller agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the State of Florida without regard to conflicts of interest laws. Buyer and Seller hereby submit to the exclusive jurisdiction for the resolution of any disputes hereunder, to the Circuit Court of the Seventeenth Judicial Circuit, Broward County, Ft. Lauderdale, Florida. This shall be the sole and exclusive jurisdiction and venue for the purpose of adjudication of any rights and liabilities hereunder, irrespective of a party’s assertion of forum non convenienes.