Terms and Conditions - Specialty Solutions Products
Purchaser and Madico agree to the following defined set of Terms and Conditions governing the purchase and sale of any above identified Madico Material. Any term or condition or standard of performance different from or in addition to these Terms and Conditions, whether set forth in Purchaser’s Purchase Order or otherwise proposed by Purchaser, must be agreed to in writing by Madico. Madico hereby expressly objects to and rejects any other terms and conditions, unless agreed to in writing by Madico. This Agreement is the sole and exclusive document covering the terms and condition of sale, superseding any previous understandings between parties.
Payment terms are cash in advance. Credit terms may be granted upon submission of a completed credit application. Both parties recognize the time value of money. As such our selling price offer is based upon expectation of payment within a period of time that will be specified by Madico in writing and will become part of these Terms and Conditions. If we agree to extend credit, and payment is not made when due, the amount outstanding will accrue interest at the lesser of one and one-half per cent per month, or the highest legal rate permitted by law. Purchaser shall pay any costs incurred by Madico to collect what is due, including its attorney’s fees. The prices quoted above are subject to change with 60 days’ prior written notice, and Purchaser will be invoiced at Madico’s current prices in effect at the time of shipment unless the parties otherwise agree in writing. Madico shall include on its invoices any and all taxes or other charges that are assessed on the sale of the Material, unless a valid tax exemption certificate is delivered by Purchaser to Madico.
Madico is justifiably proud of its on-time-delivery record. We will use reasonable commercial efforts to make delivery of Material on or about the date specified in Purchaser’s purchase order. However, both parties recognize that our industry is characterized by sudden surges of demand or limited availability of certain raw materials. Thus, Madico shall keep Purchaser informed of any anticipated delays in shipment dates. Unless the parties specifically agree to other transportation terms, deliveries shall be EXW, conveyance loaded, from the Madico facility. Unless otherwise agreed by the parties, Madico has no obligation to obtain insurance for Purchaser covering the Material in transit. Madico does not assume liability to Purchaser for late shipments.
Our pride extends to our Material. Madico warrants only that, for a period of one year from the date of shipment of the Materials, that the Materials shall be new and conform to our published specifications (including any usage conditions and exclusions from coverage set forth therein). THE WARRANTY PROVIDED ABOVE IS THE ONLY WARRANTY PROVIDED BY MADICO AND IS IN PLACE OF AND TO THE EXCLUSION OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. In no event shall Seller be responsible for goods manufactured by other parties; such Goods shall carry only the warranty of the manufacturer. Purchaser’s sole and exclusive remedy and the limit of Madico’s liability for Material proven to be other than warranted is, at Madico’s option, (a) replacement of the Material, without charge, transportation paid to Purchaser’s facility; or (b) refund of the purchase price paid, plus commercially reasonable charges in returning the Material to Madico’s facility. Notice of receipt of alleged nonconforming Materials or other alleged Madico breach of these terms and conditions should be provided to Madico as soon as practically possible after they are discovered, but in any event must be provided within the one-year warranty period. A sample of the alleged nonconforming Material must accompany the notice. Any suit alleging nonconforming Material or other claim against Madico must be brought within two years of shipment. THE FOREGOING IS THE ENTIRE OBLIGATION OF MADICO. IN NO EVENT SHALL MADICO BE LIABLE FOR ANY LOSS OF PROFITS, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES TO ANY PERSON, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER.
In the event that Madico, in its sole discretion, agrees to take back previously delivered Material, it will do so only upon Purchaser paying in advance a restocking fee equal to 15% of the purchase price.
Although a dispute between parties is unlikely, both parties agree to be governed by the laws of the State of Florida. The state courts of the State of Florida shall be the sole and exclusive jurisdiction and venue over any disagreements and each party hereby submits to same.