This Sales Agreement ("Agreement") with AMC Industries, LLC. is subject to the following terms and conditions, which are incorporated in and made a part of any and all contracts AMC Industries, LLC enters in to.
Any Agreement or Contract or Sub Contract or Purchase Order, ("Order") initially prepared as a quote by AMC Industries, LLC, is subject to assent by the customer ("Buyer") to all terms herein to which Buyer has previously objected (if any), or which materially alter any terms proposed by Buyer (if any) covering the subject matter of this confirmation. Upon such acceptance the quote will become a binding agreement, subject, however, to price adjustment under Paragraph 3 below. Moreover, Buyer's acceptance of any part of the Goods sold hereunder, (the "Goods") any payment by Buyer for such Goods, or any other form of acceptance by Buyer, shall constitute Buyer's acceptance of all terms and conditions herein. Descriptions, specifications, information and other data concerning AMC Industries, LLC's products contained in AMC Industries, LLC's catalogs, circulars, advertisements, price lists, or similar promotional materials or representations or statements thereof made by AMC Industries, LLC's representatives or sales agents are AMC Industries, LLC's estimates and approximations only, and shall not be binding except as and to the extent expressly agreed to by AMC Industries, LLC. AMC Industries, LLC objects to any terms and conditions proposed by Buyer which vary the terms hereof.
An order once placed with and accepted by AMC Industries, LLC can be cancelled by Buyer only with the written consent of AMC Industries, LLC and upon the terms that will indemnify AMC Industries, LLC against any loss.
Prices are based upon material, production, and manufacturing costs as of the Contract Date and upon duty, surcharge, tariff and similar import or export charges and currency exchange rates in effect on the Contract Date. Should there be changes adverse to AMC Industries, LLC in such prices, charges or rates occur, AMC Industries, LLC reserves the right to adjust prices accordingly. AMC Industries, LLC's quotes are not binding upon AMC Industries, LLC unless AMC Industries, LLC expressly agrees in writing that they are not subject to change.
Delivery of Goods shall be F.O.B. at Temple Terrace, Florida unless otherwise specified by AMC Industries, LLC. AMC Industries, LLC may, at its option, ship all of the Goods at one time or in portions from time to time. AMC Industries, LLC will attempt to ship Goods for delivery on or about the times stated on the face hereof, although time shall not be of the essence in this contract. In the absence of instructions from Buyer, AMC Industries, LLC shall have absolute discretion as to mode and routing of shipment. Until Buyer has paid in full for all Goods, Buyer grants to AMC Industries, LLC a security interest in all Goods and to the proceeds thereof. Buyer shall execute and deliver any financing statements or other documents that AMC Industries, LLC may reasonably require for the perfection of such security interest and Buyer hereby authorizes AMC Industries, LLC to do all other acts reasonably necessary for the establishment, perfection, preservation, and enforcement of its security interest. Risk of loss of the Goods shall pass to Buyer upon loading with carrier. Buyer shall have all responsibility for and expense of preparing and filing claims against carriers for loss or damage to Goods in transit unless AMC Industries, LLC otherwise requires or agrees.
Buyer shall pay all privilege, occupation, personal property, sales, excise, use and other taxes applicable to the sale, purchase, storage, erection, use or ownership of the Goods covered hereby, regardless of whether such taxes are invoiced by AMC Industries, LLC.
Unless otherwise agreed, the net price amount for Goods purchased, payment for installation charges and reimbursement for any company charges or taxes paid by AMC Industries, LLC, shall be due and payable by the Buyer immediately upon receipt of AMC Industries, LLC's invoice. Invoices not paid within thirty (30) days after the date of AMC Industries, LLC's invoice will be subject to carrying charges. Carrying charges shall accrue in the amount of one and one-half percent (1 1/2%) per month (18% per annum) on any overdue unpaid balance. AMC Industries, LLC's invoice shall constitute an "evidence of indebtedness" as that term is related to the recovery of attorney's fees. Buyer shall reimburse AMC Industries, LLC for the costs of collection, including reasonable attorney's fees of any overdue amount owed by Buyer to AMC Industries, LLC and such collection costs shall be added to Buyer's indebtedness subject to the aforementioned carrying charges. If, in AMC Industries, LLC's opinion, Buyer's financial condition at any time does not justify continuance of the production or shipment on the terms of payment herein specified, AMC Industries, LLC may require full or partial payment in advance. All payments shall not be deemed to have been made until so received by AMC Industries, LLC.
Unless otherwise agreed or specified on the front this quote, prices do not include product erection or installation which shall be Buyer's responsibility and expense. Buyer may obtain erection or installation service and assistance from AMC Industries, LLC pursuant to a separately negotiated agreement, provided, however, that nothing in the Agreement shall obligate AMC Industries, LLC to enter into any such agreement with Buyer except upon terms and conditions acceptable to AMC Industries, LLC. The limited warranty as provided for in Paragraph 10 shall apply only to Goods erected or installed by AMC Industries, LLC or under AMC Industries, LLC's supervision, or by some person or organization expressly approved and authorized in writing by AMC Industries, LLC to perform such erection or installation. In the event any Goods or Good is not thus erected or installed, any such limited warranty shall terminate immediately upon erection or installation or expiration of Buyer's 10-day inspection period as provided for in Paragraph 12. Further, any such limited warranty provided for in Paragraph 10 or any other warranty in connection with the erection or installation of any Good or Goods shall be subject to and conditioned upon Buyer (or owner of the premises at which the Good or Goods are being erected or installed (the "Premises")) having installed deadwood/blocking within the walls of the Premises sufficient and appropriate for booth table support. Buyer represents and warrants that such sufficient and appropriate deadwood/blocking shall be in place prior to any erection or installation work by AMC Industries, LLC. Buyer will indemnify and hold AMC Industries, LLC harmless from any and all loss, damage, expense or costs incurred by AMC Industries, LLC, including but not limited to any attorneys' fees and costs (including but not limited to paralegals' fees) arising from or in connection with Buyer's breach of the foregoing representation and warranty in this Paragraph. AMC Industries, LLC accepts no responsibility for material and equipment or for the acts of persons furnished by Buyer.
AMC Industries, LLC shall have no liability for any non-performance or delay in performance caused by circumstances beyond AMC Industries, LLC's control, including, but not limited to, weather conditions, acts of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, or failure of AMC Industries, LLC's suppliers to furnish necessary parts or products for production of completion of the Goods or the Goods themselves.
Unless otherwise expressly agreed in writing signed by AMC Industries, LLC and Buyer, AMC Industries, LLC shall not be liable to Buyer for, and Buyer agrees to indemnify and defend and hold AMC Industries, LLC harmless from, any liability arising or alleged to arise out of, any failure of the Goods to conform to any federal, state, or local law, order, regulation, or standard. If local regulations require inspection, the cost of the inspection and any modification(s) to the Goods is the responsibility of the Buyer.
AMC Industries, LLC warrants that the Goods shall be free from defects in materials and manufacture at the time of delivery to Buyer. AMC Industries, LLC may, at its option, repair or replace any defect, or pay the reasonable cost thereof, for any such defects for which notice is given to AMC Industries, LLC within thirty (30) days after discovery of such defect by Buyer, but not later than six (6) months after delivery of the Goods to Buyer. AMC Industries, LLC shall have no obligation to remedy any defect except upon delivery, at Buyer's expense, of the defective part or parts to AMC Industries, LLC at AMC Industries, LLC's office in Temple Terrace, Florida. The repair, replacement or payment in the manner described above shall be the exclusive remedy of Buyer for breach of AMC Industries, LLC's warranty. AMC Industries, LLC disclaims all other warranties whatsoever, express or implied, including all warranties of merchantability and fitness for a particular purpose. In no event shall AMC Industries, LLC be liable for any consequential, incidental, special or indirect damages whatsoever (including without limitation personal injury, property damage, lost profits or other economic injury) even if AMC Industries, LLC has been advised of the possibility of such damages. Buyer shall have no right of rejection or revocation of acceptance against AMC Industries, LLC for any part or all of the Goods. Normal wear, tear, and deterioration during use shall not constitute a defect in material or manufacture under this limited warranty. In no event is AMC Industries, LLC liable for any damages or loss attributable to incorrect use or abuse of the Goods, including but not limited to, inadequate or improper maintenance or unauthorized alteration, whether or not such alteration is necessary or recommended for the Good to conform with laws under Paragraph 9 above. The foregoing warranty of AMC Industries, LLC shall not limit Buyer's recourse against a manufacturer of Goods sold hereunder for any warranty extended by such manufacturer. As to any Goods not manufactured by us, the warranty of any manufacturer or other third party shall not be deemed to be the warranty of AMC Industries, LLC.
AMC Industries, LLC shall in no way be liable to Buyer for any claim or action by any third person arising out of or alleged to arise out of the delivery of Goods covered by this Agreement or out of the presence of AMC Industries, LLC's employees on Buyer's premises in connection with this Agreement, or out of the use, by Buyer or third persons, of the Goods. "Third persons" shall include, without limitation, employees of both Buyer and AMC Industries, LLC as well as all third persons not connected with Buyer or AMC Industries, LLC.
No suit may be brought by Buyer for any breach by AMC Industries, LLC or any other claim arising out of this contract after 90 days from the date of delivery of the Goods. No later than ten (10) business days after receipt by Buyer of Goods sold, Buyer must deliver to AMC Industries, LLC written notice of any claim based upon the condition, quantity, or grade of the Goods sold or of any claimed nonconformity with Buyer's specifications, which notice must indicate the basis of Buyer's claim in detail. The failure of Buyer to comply with this Paragraph 12 shall constitute irrevocable acceptance of the Goods by the Buyer and bind it to pay to AMC Industries, LLC the full price of the Goods.
Buyer agrees that it will not assert against any party having a security interest in any contract between Buyer and AMC Industries, LLC, or in the inventory or accounts of AMC Industries, LLC, or against any other assignee of any such contract, accounts, or inventory, any claim or defense that Buyer may have against AMC Industries, LLC.
This contract shall be deemed to have been made in the State of Florida, and any action arising out of it shall be governed by the law of the State of Florida. Any action arising out of this contract may be brought only in a state or federal court siting in the County of Hillsborough, State of Florida. Buyer consents that such courts shall have personal jurisdiction over Buyer with respect to any such action.
Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any right or remedy at any one or more times be deemed a waiver or relinquishment of such right or remedy at any other time or times.
The provisions of this Agreement, including the standard terms and conditions of sale, are intended as a complete and exclusive statement of the terms of the agreement between AMC Industries, LLC and Buyer. This Agreement may not be modified, rescinded, or cancelled, and no waiver by AMC Industries, LLC of any claim or right hereunder shall be effective, except by writing signed by an officer of AMC Industries, LLC.