Terms and Conditions
Buyer expressly agrees that Seller's Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer's purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon Seller.
ACCEPTANCE OF ORDERS:
Seller may accept buyer's offer to purchase and shall be bound to supply the applicable Goods in accordance with these terms and conditions either by execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the Goods to CAI or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
Unless otherwise agreed in writing signed by officer of Seller, all delivery dates are estimates Seller shall use its reasonable efforts to deliver all Product within the time specified; however, in no case shall Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the Seller's failure to deliver Product by the specified date.
TRANSPORTATION AND RISK OF LOSS:
CANCELLATION OR MODIFICATION:
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller's approval in a writing signed by an officer of Seller and upon terms that indemnify Seller against any loss. Seller will charge a minimum six percent (6%) cancellation fee on any invoice. Seller will not accept order cancellations once a product has been delivered to a carrier, without charging a cancellation fee of twenty-five percent (25%) of order value to recover retrieval costs incurred. Seller will not accept cancellations of special orders of non-standard, non-price list products. Seller may cancel all or any part of this order and discontinue its performance hereunder without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.
Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller's facilities. Applicable freight costs will be added to the invoice.
WARRANTY AND DISCLAIMER:
Seller warrants that the purchased Product is free from defects in materials and workmanship at the time of delivery. Shipping damage is to be reported immediately as it requires a shipping damage claim to be filed.
LIMITATATION OF LIABILITY:
Buyer acknowledges and agrees that seller's liability for any claims with respect to the products shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on seller's liability hereunder shall apply even if seller's liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within one (1) year after the cause of action as accrued.
RETURN OF MATERIAL:
Upon delivery of Product, Buyer shall have ten (10) days to inspect Product and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that ten (10) day period provides Buyer a reasonable opportunity to inspect the Product. Such notification shall identify each and every reason for any rejection of Product. Buyer's failure to reject Product within such ten (10) day period shall constitute a waiver of Buyer's inspection right and an unqualified and irrevocable acceptance of the Product by Buyer.
Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys' fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without Seller's consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer's failure to label Product or Buyer's improper labeling of Product regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee's strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
Due on receipt from the date of Invoice. Amounts not paid within thirty (30) days are overdue and shall accrue interest at a rate of one and one-half percent (1-1/2%) per month or the highest allowed by law, whichever is less. Buyer shall reimburse Seller for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including, but not limited to, court costs and attorneys' fees.
The use of iONEMOTO items may render some vehicles illegal for road use in some states. The purchaser assumes full responsibility for the disclosure to the customer of all state and federal laws pertaining to the use of these products on public roads. Many iONEMOTO products are designed for racing use only and do not incorporate certain components needed for street use. It is the responsibility of the purchaser to recognize the intended use of the product and to determine if the product is legal for use on public roads.
GOVERNING LAW AND ARBITRATION:
This document shall be interpreted and governed by the law of the State of Florida, excluding its conflicts of laws rules. The parties specifically exclude the application of the United Nations Convention on the Sale of Goods.