Terms and Conditions
CONDITIONAL SALE. THIS IS A CONDITIONAL SALE OF THE “GOODS” DESCRIBED ON THE REVERSE SIDE AND “BUYERS” SIGNATURE ON THE OTHER SIDE OF THIS DOCUMENT SHALL INDICATE BUYER’S AREEMENT TO ALL OF THE TERMS SET FORTH HEREIN. THE PRICE AND TERMS SET FORTH HEREIN ARE OFFERED BY FRISKY-NINETEEN L.L. C. (SELLER) TO BUYER IN PARTIAL CONSIDERATION FOR BUYER’S AGREEMENT, PROMISE REPRESENTATION, AND WARRANTY THAT ALL OF THE GOODS DESCRIBED ON THE REVERSE SIDE OF THIS CONTRACT WILL BE DIRECTLY AND ONLY SOLD OR OFFERED BY BUYER AT RETAIL AND ONLY TO MEMBERS OF THE GENERAL PUBLIC (“DIRECT SALE”). BUYER FURTHER AGREES, REPRESENTS, AND WARRANTS THAT SAID GOODS WILL NOT BE SOLD, TRANSFERRED, HYPOTHECATED, DELIVERED, OR OTHERWISE OFFERED FOR SALE TO ANT THIRD PERSON OR ENTITY INCLUDING WITHOUT LIMITATION ANY RETAIL BUSINESS, JOBBER, OR INTERMEDIARY FOR ANY REASON WHATSOEVER EXCEPT AS A DIRECT SALE. BUYER ACKNOWELDGES THAT SELLER’S SUBSTATIAL GOODWILL SHALL BE SERIOUSLY AND IRREPARABLY DAMAGED I THE EVENT OF BUYER’S BREACH O THESE TERMS, AND BUYER THEREFOR AGREES TO THE ISSUANCE OF INJUCTIVE AND EQUITABLE RELIEF AGAINST IT BE WAY OF AN EX PARTE TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUCTION, OR OTHER COURT ORDER, TO PERMIT SELLER’S IMMEDIATE PHYSICAL RECOVERY AND POSSESSION OF SAID GOODS. THIS REMEDY IS NOT EXCLUSIVE BUT SHALL BE IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY AND/OR UNDER THE FLORIDA COMMERCIAL CODE.
AUTHORIZATION. BUYER’S AGENT OR REPRESENTATIVE, BY SIGNING THIS SALES CONTRACT, REPRESENTS AND WARRANTS THAT HE/SHE IS FULLY AUTHORIZED TO ENTER INTO THIS SALES CONTRACT ON BEHALF OF BUYER. IN THE EVENT PURCHASER UTILIZES “FACSIMILE” TRANSMITTED SIGNED ORDERS, PURCHASER HEREBY INSTRUCTS COMPANY THAT IT MAY RELY ON SUCH SIGNED ORDERS AND SAID FACSIMILE SIGNED ORDERS MAY BE DEEMED BY COMPANY TO BE AN ORIGINAL DOCUMENT BEARING AND ORIGINAL SIGNATURE.
ATTORNEYS FEE. IN THE EVENT OF ANY CLAIM OR DISPUTE ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS SALES CONTRACT, THE PREVAILING PARTY SHALL RECOVER REASONABLE ATTORNEYS FEES AND COSTS.
TERMS OF SALE. THE TERMS OF SALE IN THE UNITED STATES ARE NET 30 DAYS, FOB SELLER’S FACTORY, UNLESS OTHERWISE SPECIFIED IN WRITING ON THIS FORM BY SELLER’S AUTHORIZED REPRESENTATIVE. ALL CANADIAN TERMS ARE NET 60 DAYS. ALL OTHER FOREIGN TERMS ARE TO BE DETERMINED BY FRISKY NINETEEN L.L.C. ANY MONIES DUE AND OUTSTANDING BEYOND THE TERMS OF SALE, NET 30 FOR DOMESTIC DELVERIES AND NET 60 DAYS FOR CANADIAN DELIVERIES, ARE SUBJECT TO A LATE FEE AT THE RATE OF ONE PERCENT PER MONTH FOR THE OUTSTANDING BALANCE, COMPOUNDED MONTHLY.
NO MODIFICATIONS. SELLER WILL ALLOW ANY DEDUCTIONS OR CREDITS FROM INVOICE AND/OR CONTRACT PRICE WITHOUT ITS WRITTEN AUTHORIZATION. SELLER WILL NOT PAY HANDLING CHARGES. NO MERCHANDISE RETURNS WILL BE ACCEPTED WITHOUT SELLERS WRITTEN AUTHORIZATION.
SELLER’S LIABILTY. SELLER’S LIABILITY FOR DEFECTIVE MERCHANDISE, IF ANY, OR FOR LATE DELIVERY, OR NON-DELIVERY, OR ANY OTHER BREACH SHALL BE LIMITED TO THE DEIFFERENCE, IF ANY, BETWEEN THE CONTRACT PRICE AND THE FAIR MARKET VALUE OF GOODS DELIVERED OR TO BE DELIVERED, AS SPECIFIED. BUYER SHALL NOT BE ENTITLED TO ANY DAMAGES FOR DEFECTIVE MERCHADISE, LATE DELIVERY, OR NON-DELIVERY AND IN NO EVENT TO RECOVER ANY OTHER DAMAGES I CONNECTION WITH THIS SALES CONTRACT INCLUDING, WITHOUT LIMITATION, ANY OF THE FOLLOWING DAMAGES: CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OR LOSS OF PROFIT.
NO EXPRESS OR IMPLIED WARRANTIES. SELLER WARRANTS THAT GOODS DELIVERED HEREIN SHALL CONFORM TO THE DESCRIPTION ON THE FACE OF THIS SALES CONTRACT. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARE HEREBY EXCLUDED. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY O THE MERCHANDISE OR IT’S FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT AS THIS PROVISION IS PROHIBITED OR LIMITED BY APPLICABLE STATE LAW.
DELIVERY DATES. ALL DELIVERY DATES ARE X-FACTORY WHICH IS DEFINED AS THE DATE THE GOODS LEAVE SELLER’S FACTORY, PLUS FIFTEEN (15) DAYS FOR “IN-STORE COMPLETION”. THERE SHALL ALSO BE A TEN (10) DAY GRACE PERIOD ON ALL SELLER COMPLETION DATES.
NO MODIFICATION OR CANCELLATION. THIS ORDER IS NOT SUBJECT TO MODIFICATION OR CANCELLATION BY BUYER. ALL GOODS ARE CUT TO ORDER AND BUYER ASSUMES FULL RESPONSIBILITY FOR PAYMENT. SELLER’S ACCEPTANCE OF THIS SALES CONTRACT IS CONTINGENT UPON IT’S APPROVAL OF THE BUYER’S CREDIT; IF CREDIT IS NOT APPROVED BY SELLER, BUYER AGREES TO ACCEPT THE MERCHANDISE ORDERED ON A C.O.D. OR CASH-BEFORE DELIVERY BASIS.
FORCE MAJEURE. SELLER SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR FAILURE TO MAKE DELIVERY OF ALL OR ANY PART OF THE GOODS PURCHASED UNDER THIS SALES CONTRACT IF THAT FAILURE IS DUE TO ANY CAUSE, CONTINGENCY OR CIRCUMSTANCE NOT SUBJECT TO ITS CONTROL THAT PREVENTS OR HINDERS THE MANUFACTURE OR DELIVERY OF THE MERCHANDISE, INCLUDING FEDERAL, STATE, OR MUNICIPAL ACTION, STATUTE, ORDINANCE, OR REGULATION; ANY DELAY IN SHIPMENT OF THE GOODS; STRIKE OR OTHER LABOR TROUBLE, FIRE DAMAGE TO OR DESTRUCTION IN WHOLE OR IN PART OF MERCHANDISE OR MANUFACTURING PLANT,; SELLER’S DETERMINATION THAT A MARKET IS OVERSATURATED WITH THE SUBJECT GOODS. SELLER SHALL BE RELEASED AND DISCHARGED FROM ITS OBLIGATIONS UNDER THIS SALES CONTRACT UNDER ANY OF THE CIRCUMSTANCES DESCRIBED HEREIN.
CONFLICT. IF THERE IS A CONFLICT BETWEEN PROVISIONS OF THIS SALES CONTRACT AND THE PROVISIONS OF ANY OTHER DOCUMENT EVIDENCING THIS TRANSACTION, THE PROVISIONS OF THIS SALES CONTRACT SHALL PREVAIL.
SEVERABILITY. IF ANY PROVISION OF THIS SALES CONTRACT IS ADJUDGED TO BE UNENFORCEABLE OR INVALID, THE REMAINING PROVISIONS OF THIS SALES CONTRACT SHALL REMAIN IN FULL FORCE AND EFFECT.
ENTIRE AGREEMENT. THE TERMS CONTAINED HEREIN MAY NOT BE VARIED OR CHANGED, NOR ARE ADDITIONAL TERMS ADDED BY BUYER ACCEPTABLE UNLESS AGREED TO IN WRITING BY SELLER. THERE ARE NO ORAL UNDERSTANDINGS, OPTIONS, REPRESENTATIONS, OR AGREEMENTS RELATIVE TO THIS SALES CONTRACT, WHICH ARE NOT FULLY EXPRESS HEREIN.
CHOCE OF LAW AND VENUE. THIS CONDITIONAL SALES CONTRACT AS WELL AS ANY AND ALL CLAIMS AND DISPUTES ARISING, DIRECTLY OR INDIRECTLY, THEREFROM SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETTED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING AFFECT TO THAT STATE’S CHOICE OF LAW PROVISIONS OR PRINCIPLES. BUYER AND SELLER AGREE TO VENUE OF ANY DISPUTE OR CLAIM ARISING, DIRECTLY OR INDIRECTLY, FROM THE TERMS OF THIS SALES CONTRACT TO BE RESOLVED BY A COURT OF COMPITENT JURISDICTION LOCATION IN BROWARD COUNTY, FLORIDA, WHERE THE SALES CONTRACT IS BEING ACCEPTED AND FULLY PERFORMED.
ATTORNEYS FEE. IN THE EVENT OF ANY CLAIM OR DISPUTE ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS SALES CONTRACT, THE PREVAILING PARTY SHALL RECOVER REASONABLE ATTORNEYS FEES AND COSTS.
ACCEPTANCE OF TERMS OF THIS CONTRACT SHALL BE ACKNOWLEDGED BY THE BUYER,WHEN THE INTERNET CHECKING THE BOX IS CHECK YOU ACKNOWLEDGING ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS CONTRACT, OR BY SIGNATURE UPON ANY DOCUMENT UPON DELIVERY AND ACCEPTANCE OF THE GOODS ORDERED UNDER THIS CONTRACT.
