Terms & Conditions

Last Updated Date: August, 24th 2023

1. This sale is governed by the laws of the state of Florida, including, but not limited to, Florida's Uniform Commercial Code - Sales, Chapter 672, F.S. Purchaser and Guarantor acknowledge they (1) sought out the Seller in, (2) negotiated the sale in, (3) entered into this sale in, and (4) shall make all payments in, Sarasota County, Florida. Purchaser and Guarantor further acknowledge that they have, through their conduct, purposefully established minimum contacts with the state of Florida to subject themselves to, and expect to be subject to, the jurisdiction of Florida Courts. The exclusive jurisdiction and venue for any litigation that may arise hereunder is a court of competent jurisdiction in Sarasota County, Florida.

2. Payment under this Sales Order is due in full within thirty (30) days from the date of shipment of the goods, unless different payment terms are set forth on the face of this Sales Order. Any amount not paid as provided in this Sales Order shall accrue interest at the rate of 1 and 1/2% per month, or the highest rate allowed by Florida law, whichever is greater.

3. AT THE TIME OF DELIVERY TO PURCHASER, SELLER WARRANTS THAT THE GOODS BEING PURCHASED SHALL BE NEW AND FREE FROM DEFECT IN WORKMANSHIP. THIS EXPRESS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES. SELLER SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND STATES THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.

4. Purchaser assumes all risk of loss as to the goods once they are delivered by Seller to a common carrier or shipper, whether the U.S. Postal Service, Federal Express, or other common carrier or shipper, as selected by Seller in his sole and absolute discretion.

5. Purchaser grants to Seller a purchase money security interest in and to the goods, as security for the payment thereof, until such goods are paid in full. Purchaser authorizes Seller to file, in jurisdictions where this
authorization will be given effect, a UCC-1 Financing Statement describing the Collateral in the same manner as it is described herein; and from time to time at the request of Seller, execute one or more Financing Statements and such other documents as Seller deems necessary.

Purchaser acknowledges that Seller has the right to notify other creditors who may claim an interest in the
herein-described inventory that Seller has or is expecting to acquire a purchase money security interest in the herein-described inventory. Purchaser will provide the names of those creditors at the request of Seller.

6. Purchaser acknowledges that the goods shall be deemed as conforming if the Purchaser accepts the goods, or as otherwise provided in Chapter 672, F.S., unless rejected by Purchaser prior to acceptance in writing, specifying the specific claimed defect, with such writing delivered to Seller within seven (7) days following delivery of the goods.

7. In the event the Purchaser breaches or is otherwise in default hereunder, Seller has all rights and remedies described in Chapter 672, F.S., or as otherwise provided by Florida law. Purchaser further acknowledges that the goods are standard stock or inventory items of Seller, that Seller is able to manufacture its own inventory to fulfill all orders placed with it, that Seller does not need to purchase from others any stock or inventory to fulfill orders placed with it, that the market price of the goods at the time and place for tender of delivery is the same as the purchase price hereof, and that Seller could have sold the goods to another buyer as a separate sale distinct from this sale. In the event the Seller defaults hereunder, the Purchaser's sole remedy is a return of any deposit previously paid to Seller, if any, or the purchase price paid to Seller, if any. Specifically, the Purchaser is not entitled to recover any claimed incidental or consequential damages arising from this Sales Order or related invoice. Time is not of the essence in the delivery of the goods.

8. In the event it becomes necessary for the Seller to retain an attorney as a result of a default by the Purchaser hereunder, Seller shall be entitled to recover its reasonable attorney's fees, and any costs, incurred in collecting any and all sums due hereunder or seeking any remedy under Florida law, regardless of whether an action is filed, including all of Seller’s reasonable attorney's fees and costs incurred in litigation or on appeal. The Purchaser waives any right to a trial by jury, and waives any entitlement to recover any attorney's fees in either defending any litigation or pursuing any claims hereunder, notwithstanding the provisions of Section 57.105 (7), F.S.

9. As additional consideration to the Seller for entering into this transaction, the person executing this Sales Order (hereafter referred to as “Guarantor”), (who shall be jointly and severally bound if two or more in number) hereby unconditionally guarantee(s) the payment of:

• (a) the purchase price of the goods described in the Sales Order,
• (b) any interest that may accrue thereunder,
• (c) any attorney's fees or costs incurred by Seller in the collection of any and all sums due or incurred during the enforcement of this Sales Order and this Guaranty, and
• (d) payment of any other sums that may be found due and owing to Seller, including but not limited to principle, interest, attorneys fees and costs, whether under this Sales Order, related Invoice, this Guaranty, or pursuant to any other Sales Order, Invoice, or other obligation owed Seller by Purchaser past, present or future. Guarantor (s) hereby waives presentment, demand, protest and notice of dishonor. Guarantor further waives his or her right to a trial by jury. Guarantor further agrees to be bound by and otherwise agrees to all terms and conditions set forth in this Sales Order.

10. This Sales Order contains the entire agreement entered into between the parties and is entered into by the parties without reliance upon any oral or written promise, warranty, or representation other than as is expressly described herein. No prior agreements, discussions and representations are part of this agreement unless specifically set forth herein.

11. This Sales Order may not be altered, amended, modified or otherwise changed in any respect, except in a writing executed by the parties. Guarantor(s) acknowledges that his or her guaranty of all sums due shall not be limited nor shall Guarantor(s)be released from said unconditional guaranty by any such change.

12. The failure of the Seller to insist upon strict performance hereunder shall not be deemed a waiver of its rights to thereafter insist upon strict performance, nor a waiver of its right to declare a default based upon a subsequent failure to strictly perform and Seller shall further not be stopped from subsequently declaring a default thereafter arising from the Seller's choice to not insist upon strict performance hereunder.

13. Purchaser agrees that notwithstanding any prior course of performance, course of dealing, or usage of trade, that Purchaser may not return to Seller any goods purchased hereunder for a refund, exchange or credit.

14. Purchaser and Guarantor agree that Seller may from time to time, request consumer or commercial credit reports concerning the Purchaser and Guarantor from consumer or commercial reporting agencies, or may obtain or verify bank account information of Purchaser or Guarantor(s), prior to shipping the goods, or for purposes of delivery of any further goods or entering into any subsequent Sales Orders, or renewals or extensions thereof, or otherwise. If at any time Seller deems itself insecure as a result of any negative information obtained or other information concerning the Purchaser's and Guarantor's credit worthiness, Seller, in its sole and absolute discretion, may declare Purchaser and Guarantor(s) to be in default hereunder and is immediately entitled to all sums due hereunder. Seller may also obtain information about Purchaser's and Guarantor's credit worthiness and employment from others and may furnish information about Purchaser’s and Guarantor’s account and performance, as well as information concerning the Purchaser and Guarantor, to consumer or commercial reporting agencies, financial institutions and to other parties. A negative credit report reflecting on Purchaser's or Guarantor's credit report may be submitted to a credit reporting agency if the Purchaser or Guarantor fail to fulfill the terms and conditions of the sale.

15. In the event of a dispute between the terms of this Sales Order and separate Invoice, if any, the terms of this Sales Order shall control.