SALES ORDER TERMS AND CONDITIONS
These Sales Order Terms and Conditions (the “Agreement”) govern all purchases of goods from Gleman & Sons Custom Woodworks LLC (“Seller”). Any and all buyers of Gleman & Son’s goods agree to be bound by this Agreement.
1. All sales of goods covered hereunder (the “Goods”) are F.O.B. Seller’s shipping point, regardless of the means of delivery to the Buyer, with title and risk of loss passing to the Buyer at such time. Due to the custom nature of our products, delivery dates provided by Seller are estimates only. Buyer shall be responsible for all federal, state, municipal and other government taxes (such as sales and use taxes).
2. The remaining balance listed on the Sales Order shall be due at the time of delivery of the Goods by Seller. Any portion of a deposit listed as “nonrefundable” on the Sales Order shall be applied towards the purchase price of the Goods but shall not be refunded to Buyer. A finance charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate allowed by the laws of the State of Florida, whichever is less, will be charged on each payment received after the due date. If Buyer fails to pay any amount owing under the Sales Order in accordance with the payment terms herein, or if Buyer becomes insolvent or files for bankruptcy, any unpaid balance shall be immediately due and payable. A thirty dollar ($30.00) fee will be charged on each check returned due to insufficient funds. Checks will not be re-deposited. Buyer agrees to pay all expenses of collection incurred by Seller hereunder, including reasonable attorney’s fees and costs.
3. A two percent (2%) processing fee will be charged on all credit card transactions. Credit arrangements are subject to the written approval of Seller and are subject to change without notice. Seller has the right to cancel or limit Buyer’s ability to purchase on credit at any time in its sole discretion. In the event Buyer fails to fulfill the terms of payment, Seller may decline to make further deliveries to Buyer except upon receipt of cash or satisfactory security.
4. Buyer and Seller agree that the Sales Order, when signed by Buyer, constitutes a purchase money security agreement and financing statement in accordance with the Uniform Commercial Code of Florida. Buyer grants to Seller, and Seller accepts and reserves, a purchase money security interest in the Goods and in any proceeds thereof, in an amount equal to Buyer’s outstanding indebtedness to Seller. Buyer further grants to Seller a security interest in all accounts receivable, equipment, merchandise, and inventory now owned or hereafter acquired by Buyer, until all amounts owed to Seller pursuant to the Sales Order and this Agreement have been paid in full.
5. SELLER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO RECLAIMED AND ANTIQUE LUMBER. ALL SALES ARE FINAL AND IN NO EVENT SHALL SELLER ACCEPT RETURNS OF ANY LUMBER.
6. Unless otherwise noted, flooring products are kiln dried and non-flooring products are not kiln dried. The moisture content of non-kiln dried products can vary significantly depending on time of year, weather, storage location, etc. Buyer should consider kiln drying, air drying or other method to lower moisture content prior to product installation/use where an increased likelihood of shrinkage or other stability or other issues would be undesirable.
7. Seller’s products are not represented to be free of metal, dirt, paint (including lead-based paint) lead, salt and other minerals, spores, chemicals, oil, insects or other contaminants. Seller generally does not know the complete history of specific pieces of reclaimed wood (including the environments in which they have been used.) Even when Seller attempts to remove metal from and/or metal detects a product, Buyer is responsible for verifying that the material is fit for sawing or other processing. Paint on antique wood is often lead-based paint. Antique wood without current evidence of paint could have been painted at some point in the past and, hence, could have remnants of paint/lead.
8. Except as otherwise provided for in Section 5, above, Seller warrants that the Goods will be free from defects in workmanship for sixty (60) days from the date of delivery of the Goods to Buyer. During the warranty period and upon notification by Buyer, Seller will, at its option: (1) repair the Goods or provide replacement parts as necessary, (2) replace the Goods with a comparable product, or (3) refund the purchase price paid by Buyer for the Goods upon return of the Goods by Buyer. Seller is not liable for abuse or misuse of Goods by Buyer. Seller shall have no obligation to Buyer with respect to providing any warranty on any Goods for which Seller has not received full payment from Buyer. Seller’s warranty does not extend beyond the original Buyer and may not be assigned or passed through by Buyer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED FOR IN THIS SECTION, SELLER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. BUYER AGREES TO ASSUME ALL RISK AND LIABILITY FOR THE GOODS, WHETHER USED INDIVIDUALLY OR IN COMBINATION WITH OTHER GOODS.
9. Seller’s liability for damages to Buyer for any claim whatsoever, regardless of the form of action (whether in contract or tort, including negligence), shall be limited to actual damages, which in no event shall exceed the amount paid to Seller. Seller shall have no liability to Buyer (or any person or entity claiming through Buyer) for lost profits, loss of revenue or for incidental, special or exemplary or consequential damages and these are hereby waived by Buyer.
10. No liability shall result from delay in performance or nonperformance of this Agreement directly or indirectly caused by accidents, floods, or other acts of God, wars, any act of or authorized by an government, labor disputes, fire, explosions, delays of carriers, inability to obtain suitable material, equipment, fuel, power or transportation or arising from contingencies, happenings or causes beyond the control of the party affected.
11. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida (without regard to principles of conflicts of laws). Buyer agrees to (i) irrevocably and unconditionally submit to the jurisdiction of the state and federal courts located in Seminole County, Florida to resolve any disputes relating to this Agreement and (ii) waives any right to move or dismiss or transfer any such action brought in such court on the basis of any objection to personal jurisdiction or venue.
12. Buyer acknowledges and understands that Buyer is responsible for seeing that the Goods are tied down properly, and any Goods being transported to Buyer’s destination of delivery that are lost or damaged is no fault of Seller.
13. No terms or conditions other than those stated in this Agreement shall be binding on the Seller unless such modifications or additional terms are made in writing and executed by the Seller. The terms and conditions of this Agreement shall take precedence over any different or conflicting terms in any other documents. Acceptance by Seller of Buyer’s order is expressly limited to the terms and conditions contained in this Agreement.
14. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions. This Agreement represents the entire agreement between Buyer and Seller relating to the subject matter herein.