|Unless Otherwise Expressly Agreed In Writing, All Sales Are Subject To The Following Terms And Conditions.
General: Hookup Lures, Inc (“Seller”) offers for sale to the buyer identified on the cover page of the applicable order or invoice related hereto (“Buyer”) the products listed on the face of said order or invoice on the express condition that Buyer agrees to accept and be bound exclusively by the terms and conditions set forth herein. Seller will not be bound by and specifically objects to any term, condition, or other provision, which is different from or in addition to the terms and conditions herein proffered by Buyer in any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Seller specifically agrees to such provision in a written instrument signed by Seller and Buyer.
Acceptance: Seller will deliver to Buyer, and Buyer will accept and pay for, all Products ordered by Buyer pursuant to an order which has been accepted by Seller. All orders are subject to acceptance by Seller, either in writing or by shipping Products. Seller may accept any order in whole or in part and Seller’s shipment of less than all products ordered will constitute acceptance only as to those Products shipped.
Firm Order: Buyer may not modify, rescind or cancel any Product order, in whole or in part without Seller’s written consent. In the event of any cancellation, with or without Seller’s consent, Buyer will pay Seller a cancellation fee determined in accordance with Seller’s standard cancellation policy then in effect, or, if Seller does not then have such a policy, twenty-five percent (25%) of the amount otherwise payable under the Agreement for the cancelled Products. Special order items are non-refundable under any circumstances.
Prices: Unless specified otherwise, the prices, charges and other amounts payable by Buyer for the Products will be as specified by Seller in its then current standard price list in effect at the time of shipping. All prices are subject to adjustment on account of specifications, quantities, shipping arrangements or other terms or conditions which are not part of Seller’s original price quotation.
Taxes and Other Charges: Prices for the Products are exclusive of all sales, use, transfer and other taxes and duties imposed by any federal, state, municipal or other governmental authority with respect to the sale, purchase, manufacture, delivery, storage, processing, use, consumption or transportation of any Products covered hereby, all of which taxes and duties must be paid by Buyer.
Terms of Payment: Seller will issue invoices for all amounts payable under this Agreement. Buyer will pay the amount set forth in Seller’s invoice
within thirty (30) days from the date of such invoice. Any amount not paid within such thirty (30) day period will be subject to a finance charge equal to 1.5% per month or the highest rate allowable by applicable law, whichever is higher, determined and compounded daily from the date due until the date paid, together with all costs and expenses (including without limitation reasonable attorney fees, disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder.
Delivery: The Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s facility in Islamorada, Florida. Unless otherwise mutually agreed by the parties, Seller will select the carrier for shipment of the Products, but in no instance will Seller be deemed to assume any liability in connection with such shipment nor will the carrier be deemed to be the agent of Seller. Seller reserves the right to stop delivery of products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. Seller will use reasonable efforts to meet any delivery date specified in the orders, but will not be liable for any failure to meet such dates. Buyer is responsible for all transportation costs (including but not limited to shipping charges, premiums for freight insurance, inspection fees, customs, duties, import or export fees, assessments and all other costs incurred in transporting the Products to the shipping destination) and will be responsible for any claims against the carrier arising from or relating to shipment.
Returned Goods Policy: Returned merchandise will not be accepted without prior authorization and unless accompanied by a Return Merchandise Authorization (“RMA”). All products must be returned freight prepaid by Seller. Merchandise returned freight collect or without a valid RMA will be refused by Seller and will be returned to Buyer at Buyers expense. Merchandise returned for credit shall be unused and in a re-sellable condition, in its original packaging. All credits will be issued based on the original net purchase price at the time of invoicing and subject at Seller’s discretion to a 25% restocking fee.
Non-waiver: Any failure by Seller to insist upon or enforce performance by Buyer of any of the provisions of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of Seller’s right to assert or rely upon any such provision, right or remedy in that or any instance.
Security Interest: Seller reserves and Buyer grants to Seller a security interest in all Products sold and all proceeds thereof to secure the full payment and performance by Buyer of its obligations and liabilities to Seller. Buyer acknowledges that this document or copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as Seller may request in order to evidence or perfect such security interest.
Assignment: This Agreement will inure to the benefit of and be binding upon the parties and their respective successors, assigns and legal representatives.
Applicable Law: These Terms and Conditions shall be governed by, construed, enforced and regulated under and in accordance with the laws of the State of Florida. Venue and exclusive jurisdiction for any legal action arising out of or related to this agreement or any transaction governed by these terms and conditions, shall be in the appropriate federal or state court located in Orlando, Florida and Buyer stipulates, consents and agrees to said venue and personal jurisdiction. In any action related to this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
Amendment: No amendment, modification, or waiver of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound.