GENERAL TERMS AND CONDITIONS
1. COMPLETE CONTRACT: All terms and conditions concerning or affecting the sale identified on the front side of this document are contained in these General Terms and Conditions. No representations, warranties, promises or other statements, either verbal or written, shall affect, change or in any way alter the terms herein contained. The terms hereof may not be changed or superseded by any documentation of Buyer, including purchase orders, bills of sale or other terms or conditions contained in Buyer's documentation, unless such changes are expressly agreed to in writing and signed by Seller's authorized representative. Acceptance is expressly limited to the terms and conditions contained herein. If any term or condition of this document, or the application of any term or condition of this document to any person, entity or circumstance is found to be invalid, illegal or unenforceable in any respect, the remainder of the terms and conditions of this document shall be valid and enforceable as if the invalid term, condition or provision were not a part of the terms and conditions of this document.
2. DELIVERY: Buyer agrees to inspect all material as it is unloaded, and if transit damage has occurred, Buyer will substantiate the claim with the carrier on the freight receipt. Unless so noted, any materials offloaded will be considered as delivered in good condition. All shipments are FOB Seller's shipping point, unless otherwise agreed in writing.
3. LOSS IN TRANSIT AND ENVIRONMENTAL RESPONSIBILITY: Title and risk of loss in transit pass to Buyer at the time of delivery to Buyer (or its carrier designated by Buyer in cases where shipment is made F.O.B. Seller's shipping point) in accordance with all applicable federal, state, provincial or local laws or regulations, including but not limited to U.S Department of Transportation and U.S. Environmental Protection Agency regulations for hazardous substances, is completed. Seller shall not be liable for any discharge, spill or other incident, including but not limited to expenses for any clean-up costs, involving any materials transported hereunder.
4. CREDIT and PAYMENTS: Unless noted otherwise on Seller's invoice and/or Bill of Lading, payment shall be made Cash on Delivery (COD). All past due amounts will accrue interest at the rate of 12% per annum. Buyer further agrees to pay to Seller all reasonable and necessary attorney's fees necessitated in collecting past due amounts. Seller reserves the right at any time to alter or suspend credit, or to change credit, or to change terms provided herein. Seller may withhold any and all subsequent deliveries upon failure to pay an invoice at due date.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF REMEDIES: Seller is NOT the manufacturer of the goods listed on the front of this document. Goods furnished by Seller shall carry whatever warranty the manufacturers have conveyed to Seller and which can be passed to Buyer, and none other. SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND TO THE GREATEST EXTENT ALLOWED BY LAW ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
BUYER AGREES THAT ITS REMEDIES FOR BREACH OF ANY PART OF THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF:
(a) ACTUAL DAMAGES AND NOT REASONABLY CAPABLE OF MITIGATION OR COVER, OR
(b) THE PURCHASE PRICE OF THE GOODS ACTUALLY PURCHASED AND DELIVERED OR REPLACEMENT OF SUCH GOODS, AT SELLER'S ELECTION.
BUYER AGREES THAT SELLER IS NOT LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER.
6. INDEMNITY: Buyer shall defend, indemnify and hold harmless Seller, its affiliates, partners, successors, assignees, its legal representatives, directors, shareholders, agents and employees against any loss, damage, claim, suit, liability, judgment, and expense (including but not limited to attorney's fees and other costs of litigation) and any fines, penalties and assessments arising out of injury, disease or death of persons (including but not limited to the employees of either Party) or damage to or loss of any property (including but not limited to the Buyer's existing facilities) or the environment or violation of an applicable law of any governmental authority having jurisdiction, resulting from or in connection with the services or goods provided or sold to others by Buyer, its agents or subcontractors. BUYER AGREES TO INDEMNIFY SELLER AGAINST ALL LOSSES OCCASIONED BY THE NEGLIGENCE OF BUYER, SELLER, OR THE AGENTS OR SUBCONTRACTORS OF EITHER.
7. GOVERNING LAW: This document shall be governed by the laws of the State of Florida.
8. FORUM: Since, among other things, Seller is a legal entity having a principal office in the State of Florida as, the parties hereto agree to submit to the Jurisdiction of the courts of the State of Florida in connection with any controversy arising hereunder. Venue for litigation of any controversy arising out of this document and the products and services sold and delivered pursuant to the terms and conditions of this document is agreed to be Duval County, Florida. ".'
Most material (see "No Returns" list below for exceptions) may be returned to Seller within 30 days of delivery with a properly approved return authorization. Call our Customer Service department at Nova Pressroom Products, (904) 292-2554 for a Return Authorization number (RA#). If the return is due to a Seller error, freight will be prepaid by Seller. In the case of Buyer error, freight will be at Buyer's expense. Unless due to an error by Seller, returns are accepted only on unopened material in the original packaging and labels and only if the item is in "salable" condition. Manufacturer owned material will be subject to their policies and procedures. Returns for material purchased after 30 days of delivery are subject to management approval, a 20% restocking fee (minimum for $50.00) and close inspection.
No Returns: Items that may NOT be returned, unless it's Seller's error, are packaging that has been opened or product that has been partially used, has incomplete labeling, not in "salable" condition, "custom" items (like printed containers), items that were brought in specifically and only for the Seller, items sold as "not returnable", items that Seller did not sell to Buyer, a supplier line that Seller no longer represents, discontinued material or material near or past its shelf life.