Terms and Conditions of (1) Request for Credit and (2) Sale Agreed to by Seller and Buyer
1. Contract — Each order constitutes a binding contract between Buyer and Seller per the Terms and Conditions and Seller's invoice.
2. Terms — Seller's terms prevail at all times. Buyer's order blanks imposing conflicting conditions are not binding. All orders are accepted at Seller's General Offices, Florida.
3. Changes — No substitutions accepted without written approval. Color and texture may vary due to raw materials, weather, and manufacturing variance. Efflorescence may appear during the first two years and is not a defect.
4. Taxes — Prices exclude all applicable federal, state, and local taxes, which are the Buyer's responsibility.
5. Sales Tax Exemption — Sales Tax must be charged unless Buyer provides a current Florida Tax Certificate with Sales Tax Number.
6. Non-Compliance by Buyer — Seller may cancel any order without penalty if Buyer fails to comply with terms or make timely payment. Buyer is liable for all resulting damages and expenses.
7. Privity — Price quotations are directed solely to the named Buyer on the reverse side.
8. Transportation — All goods sold F.O.B. plant. Deliveries are made to curb line. Buyer assumes full responsibility for deliveries beyond the curb. Additional freight may apply for excessive waiting or unloading time.
9. Shipping Date — Shipping dates are estimates only. Seller is not liable for delays caused by circumstances beyond its reasonable control.
10. Requested Delays — If Buyer requests a delay in shipment, Seller is not responsible for loss or damage; material will be invoiced when ready to ship.
11. Special Orders — Special or fabricated orders require a deposit and are non-cancellable once full payment is made. Must ship within 45 days of production.
12. Special or Custom Colors — Buyer agrees to take full delivery of total quantity ordered plus pay $1,000.00 for any special color run, plus additional shipping costs.
13. Returns — Goods require written "Return Goods Authorization." Used, obsolete, or special orders may not be returned. Restocking charge of not less than 25%, plus freight. Materials delivered more than 30 days will not be credited. Tumbled materials, 1" materials, bullnose, opened bundles, and special color items are not accepted for return. Orders cancelled after production are subject to a 50% surcharge.
14. Specifications — Seller reserves the right to change specifications as conditions warrant.
15. Representations — No agent has authority to bind Seller to any warranty or representation unless in writing and included in the agreement.
16. Variances — All dimensions and weights are nominal and will vary within accepted standards. Square footage quantities vary by shape and are calculated on mold manufacturer's blueprints with an allowance for sand joints.
17. Warranties — Seller makes no warranty, express or implied, beyond standard quality. Implied warranties do not extend beyond one year. Liability is limited to replacement of stone only to the job site.
18. Inspection — Goods must be inspected upon delivery. Written notice of rejection must be sent within three (3) days of receipt. Use of any materials by Buyer constitutes acceptance.
19. Claims — Loss or damage must be reported within three (3) days of delivery. Buyer may not deduct any claim from an invoice until authorized by Seller.
20. Damages — Seller is not liable for special, indirect, incidental, or consequential damages. Buyer's exclusive remedy is the price difference between market price and contract price.
21. Solvency — Buyer represents solvency at time of delivery and must notify Seller upon becoming insolvent per FLA STAT. 671.201(23).
22. Reclamation by Seller — If Buyer fails to pay or becomes insolvent, Seller may reclaim all goods shipped.
23. Risk of Loss — Risk passes to Buyer when goods are tendered to the carrier.
24. Title — Title remains with Seller until Buyer pays in full.
25. Price — In the event of inconsistency between unit price and gross price, unit price prevails.
26. Payment — Buyer has 20 days from Seller's tender to carrier to make payment. Service charge of 5% of face amount or $25.00 applies to dishonored checks. All payments applied to oldest unpaid charges first.
27. Service Charges — Failure to pay within 30 days results in a 1.5% per month (18% per annum) service charge. Continued default may result in suspended deliveries.
28. Cash or Credit Card Payment — Seller may require cash or credit card payment before shipment. All C.O.D. orders must be paid by cash or certified check prior to shipment.
29. Attorney's Fees — Buyer agrees to pay all collection costs, including attorney's fees of not less than 15% of the balance due, and court costs.
30. Complete Agreement — This Agreement is the complete and exclusive statement of terms. Prior dealings are not relevant to supplement or explain any terms.
31. Renewal or Waiver — No term is waived unless in writing and signed by Seller.
32. Jurisdiction — Governed by the laws of the State of Florida. Venue shall be in the Florida courts.
33. Modifications — Agreement can only be modified in writing, signed by an officer of Seller.
34. Titles — Paragraph titles are for convenience of reference only.
35. Severability — Invalidity of any provision does not affect the validity of any other term or condition.
36. Ordering — Orders should include complete shipping information: company name, correct address, and zip code.
37. Freight — Orders should indicate desired method of shipment.
38. Copyright — No parts of catalogs or promotional materials may be reproduced without express written consent.
39. Installment Deliveries — Non-delivery of any installment is not a breach of the full Agreement and does not relieve Buyer of obligation to accept and pay for prior or subsequent installments.
40. Benefit — This Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties.