As used herein the term “Seller” shall mean Interdisciplinary Consulting Corporation DBA IC2 and the term “Buyer” shall mean the person or entity desiring to purchase goods from Seller. The terms and conditions of sale contained herein apply to all quotations made and purchase orders entered into by Seller. These terms and conditions may in some instances conflict with some of the terms and conditions stated in the Buyer’s purchase order form and other communications to Seller. Therefore, Seller’s acceptance of Buyer’s order is made only on the express understanding and condition that insofar as the terms and conditions of this order acknowledgement and acceptance conflict with any terms and conditions of Buyer’s order, the terms and conditions stated herein shall govern, irrespective of whether Buyer accepts these conditions by written acknowledgement, by implication, or by acceptance and payment for goods ordered hereunder. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions of any invoice.
NON-CANCELLABLE. Once an order has been placed by the Buyer and acknowledged by the Seller, it cannot be cancelled, rescheduled, or modified without written agreement by the Seller. Buyer shall be responsible for payment in full of an order upon the placing of an order.
NON-CONFORMING PRODUCTS. By reason of the custom nature of Seller’s Products, non-conforming or defective Products may be repaired or replaced at the Seller’s discretion, and no refunds of monies paid by Buyer shall be returned to Buyer. Buyer’s obligation to pay for Seller’s Products shall not be excused by non-conforming or defective Products. Seller’s obligation to replace or repair is conditioned upon Buyer notifying Seller of the nonconforming Product within thirty (30) days after receipt by Buyer. Buyer must return nonconforming Products to Seller prior to repair or replacement so that Seller may properly analyze the nonconformance. Buyer shall notify Seller in writing of any defect and shall obtain Seller’s approval before returning any Product. Transportation charges on any Product returned from Buyer shall be at Seller’s expense. Seller in Seller’s sole and absolute discretion may condition the repair or replacement of non-conforming or defective Products upon Buyer’s payment in full of Buyer’s order.
Payment for Products and/or Services must be prepaid prior to shipment unless credit arrangements have been made with Seller. For credit arrangements, payment shall be made no later than the invoice due date. Invoices not paid in full on or before the due date shall bear interest from date of shipment on any outstanding balance at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law until paid in full.
All transportation charges from Seller’s shipping location and of all taxes and other charges now and hereafter imposed by any governmental authority upon the manufacture, production, sale, purchase, delivery, possession, or resale of the products specified herein, which may be paid by Seller or for which Seller may be liable, shall be the responsibility of the Buyer and shall be paid to Seller in addition to the purchase price of the products, unless otherwise agreed in writing. Subject to Seller’s right of stoppage in transit, delivery of products to a carrier at the shipping point in good condition shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer provided, however, title shall remain in Seller until Buyer makes payment in full for any such products. In the absence of shipping instructions, Seller shall select a carrier who shall be deemed to act as Buyer’s agent, notwithstanding any payment by Seller of freight changes made for Buyer’s account. Seller shall have no liability for any events occurring during shipment: any claims for damages or loss shall be filed with the carrier.
Neither this Agreement nor any of the terms of this Agreement, nor any covenant or condition contained in this Agreement, may be terminated, amended, supplemented, or waived by anything other than an instrument in writing signed by both parties. Any written amendment duly executed by the parties to this Agreement shall be binding notwithstanding the absence of any consideration therefore.
PURCHASE ORDER CHANGES. Buyer shall have the right to modify the purchase order with respect to quantities, delivery schedules, and/or specifications as desired by Buyer by issuing one or more change orders to Seller. Seller shall not make any changes to purchase orders or affecting the Products or Services without the prior written consent of Buyer, which may be withheld in its sole discretion. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this order, an equitable adjustment will be made in the contract price and/or delivery schedule, and the order will be modified in writing accordingly. Any claim by the Seller for adjustment under this section must be in a detailed writing and delivered to Buyer within ten (10) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to this order. If Seller considers that the conduct of any of Buyer’s employees has constituted a change under this order, Seller will immediately notify Buyer’s Central Procurement Office, in writing, as to the nature of the change and any proposed adjustment, which will then be subject to this section.
LIMITATION OF LIABILITY. Seller’s liability on any claim of any kind, including but not limited to warranty, negligence, strict liability, and any other cause of action, for any loss or damage arising out of, connected with, or resulting from the performance or breach of the terms of sale of any Products, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any Products or Services or part of those Products or Services shall in no case exceed the purchase price allocable to the Products or Services or part of those Products or Services that gives rise to the claim. No action for breach of any term of sale or any other duty of Seller with respect to Products or Services may be commenced more than one year after delivery of the Product or Services to the Buyer.
WAIVER OF WARRANTIES. The warranty as follows is applicable unless superseded by an accompanying written statement of warranty. Seller warrants that all goods will be free from material defects at the time of delivery. Seller disclaims all warranties, expressed or implied, with respect to the products or services, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, and any warranties that may arise from usage of trade or course of dealing. Seller does not warrant, guarantee, or make any representations regarding the use of or the results of the use of the Products or Services in terms of correctness, accuracy, reliability, or otherwise. Seller does not warrant that the operation of the Products will be uninterrupted or error free.
FORCE MAJEURE. In addition to any excuse provided by applicable law, Seller shall be excused from liability for non-delivery or delay in delivery of Products and Services arising from any event beyond Seller’s reasonable control, whether or not foreseeable by either party, including but not limited to, product allocations, material shortages, labor disturbance, war, fire, accident, acts of terrorism, acts of God, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Seller’s reasonable control, whether or not similar to those which are enumerated above. Seller’s time for delivery of Products or Services will be extended by the period of such delay or the Seller may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to the Buyer.
INDEMNITY/HOLD HARMLESS. Buyer shall defend, indemnify, and hold the Seller, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising in any way from use of the Product by Buyer or its employees, agents, contractors, customer assigns or successors or out of Buyer’s acts or omissions with respect to any Products sold by Seller to Buyer or with respect to any other matter or transaction between the parties or which arise out of Buyer’s violation of any law.
RELEASE FROM DAMAGES. Buyer waives and releases Seller from any liability for damages, whether direct, incidental, special, consequential, or punitive, for breach of warranty, or otherwise. In no event shall Seller have any liability for any incidental, special, consequential, or punitive damages arising out of or in connection with a breach of the sale, as a result of non-conforming or defective Products, or any other duty of Seller with respect to the Products, including, but not limited to, direct, incidental, special, consequential, or punitive damages for lost profits, lost sales or injury to persons or property.
ENTIRE AGREEMENT AND OTHER DOCUMENTS. These terms and conditions apply to all orders placed by Buyer and supersede all prior agreements and understandings of the parties with respect thereto. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for Products or Services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by Buyer and Seller.
NON-RESTRICTIVE RELATIONSHIP. Nothing in this transaction will be construed to preclude Seller from independently developing, acquiring from other third parties, distributing, or marketing other Products or Services which may perform the same or similar functions as the Products or Services provided under this transaction.
GOVERNING LAW; VENUE; JURY TRIAL; ATTORNEY’S FEES. Each party shall bear responsibility for their own attorney’s fees and costs incurred through date of Closing. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue for all legal disputes involving this Agreement shall lie only in Alachua County, Florida. The parties each waive all right to trial by jury in any proceeding on any matter arising out of or in any way connected with this Agreement. In the event the parties engage in any litigation with each other in connection with or arising out of this Agreement, the prevailing party shall be entitled to recover from the other party all costs, expenses, and attorney’s fees reasonably incurred by the prevailing party.