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The following are the terms and
conditions ("Terms and Conditions")
for the sale of products
("Products") by AM
Products. ("AM
Products.")
to
AM Product.
customers
("Customers").
1. ACCEPTANCE AND CANCELLATION OF
ORDERS
All orders are subject to acceptance
by
AM Products.
in writing by a duly
authorized agent of
AM Products.;
any written acknowledgement of
receipt of an order shall not, in
and of itself, constitute such
acceptance. Orders accepted by
AM Products.
may be cancelled by
Customer upon written consent of
AM Products.
and provided such order
is not "NC/NR" or
"Non-Cancelable/Non-Returnable"
("Non-Standard Products") or
governed by a Purchase Agreement
Letter. Non-Standard Products are
defined as Products which are
special orders, custom orders,
orders for non-standard products,
products not customarily in stock or
orders for value-added products.
Non-standard products are
non-cancelable and non-refundable.
In the event of cancellation or
other withdrawal in 30 days of an
order for any reason and without
limiting any other remedy which
AM Products.
may have as a result of
such cancellation or other
withdrawal, reasonable cancellation
or restocking charges, which shall
include all expenses than incurred
and commitments made by
AM Products.,
shall be paid by Customer to
AM Products. Customer requests to
reschedule are subject to acceptance
by
AM Products.
in its sole
discretion. Orders may not be
canceled or rescheduled after the
order has been submitted by
AM Products.
to the shipment
carrier.
AM Products.
reserves the
right to allocate sales and limit
quantities of selected Products
among its customers in its sole
discretion. Product specifications
and availability are subject to
change without prior notice.
1a. Returns
Customer must notify
AM Products.
within 10 days from date of shipment
of any defective product. (See
AM Products.
LIMITED WARRANTEE for
further information.) Returns are
normally accepted when completed
within 30 days of the ship date. If
AM Products.
agrees to accept a
return, return freight charges must
be prepaid by customer. We will not
accept COD shipments. Some products
may require that they be returned
directly to the manufacturer.
Contact a sales representative for a
return authorization number and
addressing instructions prior to
returning product. The forgoing
statements concerning Returns do not
apply to
NON-CANCELABLE/NON-RETURNABLE
PRODUCTS. (See the
NON-CANCELABLE/NON-RETURNABLE
PRODUCTS section in these terms.)
2. PRICES
Orders are billed at the prices (in
US dollars) in effect at the time of
shipment. Prices will be as
specified by
AM Products.
and will
be applicable for the period
specified in
AM Products.
quote.
If no period is specified, quoted
prices will be applicable for thirty
(30) days. The catalog and web sites
reflects the latest pricing
information available at the time of
printing. Prices shown in the
catalog and web sites are subject to
change without notice. Prices are
subject to increase in the event of
an increase in
AM Products.
costs
or other circumstances beyond
AM Products.
reasonable control.
If Customer does not purchase the
quantity upon which quantity prices
are based, Customer will pay the
non-discounted price for the
quantity actually purchased and/or a
cancellation or restocking fee.
Prices are exclusive of taxes,
impositions and other charges,
including: sales, use, excise, value
added and similar taxes or charges
imposed by any government authority,
international shipping charges,
forwarding agent's and broker's
fees, bank fees, consular fees,
document fees and import duties.
3. TERMS OF PAYMENT
All payments must be in US Dollars.
For Domestic Orders
Credit cards accepted are major
credit cards, purchase cards and
major bank debit cards. Payment via
net thirty (30) days is available to
qualified businesses, schools and
agencies or as otherwise specified
by
AM Products.
For International Orders
Credit Card billing information must
be verified on new customers prior
to shipping the order. Outside of
North America there is a $10 banking
fee charged on orders less than
$200. Prepaid Wire Transfer: You can
wire the funds to our bank listed at
the beginning of the Terms and
Conditions. We will contact you with
the total amount which will include
shipping charges and a $30 wire
transfer fee. We will reserve stock
for your order for 48 hours on
orders awaiting funds. Orders will
be canceled after 20 business days
if funds have not been received.
Customer is responsible for duties
and taxes.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire
net amount of each invoice from
AM Products.
pursuant to the terms
of each such invoice without offset
or deduction. Orders are subject to
credit approval by
AM Products.,
which may in its sole discretion at
any time change the terms of
Customer's credit, require payment
in cash, bank wire transfer or by
official bank check and/or require
payment of any or all amounts due or
to become due for Customer's order
before shipment of any or all of the
Products. If
AM Products. reasonably
believes that the Customer's ability
to make payments may be impaired or
if Customer fails to pay any invoice
when due,
AM Products.
may suspend
delivery of any order or any
remaining balance thereof until such
payment is made or cancel any order
or any remaining balance thereof,
and Customer will remain liable to
pay for any Products already shipped
and all Non-Standard Products
ordered by Customer. Customer agrees
to submit such financial information
as
AM Products.
may reasonably
require for determination of credit
terms and/or continuation of credit
terms. Checks are accepted subject
to collection and the date of
collection will be deemed the date
of payment. Any check received from
Customer may be applied by
AM Products.
against any obligation
owing by Customer to
AM Products.
under this or any other contract,
regardless of any statement
appearing on or referring to such
check, without discharging
Customer's liability for any
additional amounts owing by Customer
to
AM Products.. The acceptance by
AM Products.
of such check will not
constitute a waiver of
AM Products.
right to pursue the
collection of any remaining balance.
Invoices not paid when due will bear
interest to date of payment at the
annual rate of twenty four (24%)
percent or such lower rate as may be
the maximum permitted by law. If
Customer fails to make payment when
due,
AM Products.
may pursue any
legal or equitable remedies, in
which event
AM Products.
will be
entitled to reimbursement for costs
of collection and reasonable
attorneys' fees. There is a $25.00
service charge on all returned
checks.
4. SALES TAX
When required by law
AM Products.
will collect Federal, State and/or
Local sale, use, excise and other
taxes which apply to a Customer's
shipment. These taxes are in
addition to the purchase price of
the Products subject to an order.
Customer will remit the correct tax
unless they are tax exempt and
AM Products.
has a valid signed tax
exemption certificate on file.
5. DELIVERY AND TITLE
All shipments by
AM Products.
are
F.O.B. point of shipment from
AM Products.
facility and the
amount of all transportation charges
will be paid to
AM Products.
by the
Customer in addition to the purchase
price of the Products. Subject to
AM Products.
right of stoppage in
transit, delivery of the Products to
the carrier will constitute delivery
to Customer and title and risk of
loss will pass to Customer.
AM Products.
will make reasonable
efforts to initiate shipment and
schedule delivery as close as
possible to Customer's requested
delivery date(s). Customer
acknowledges that delivery dates
provided by
AM Products.
are
estimates only and that
AM Products.
will not be liable for failure to
deliver on such dates. Selection of
the carrier and delivery route will
be made by
AM Products.
unless
specifically designated by Customer.
AM Products.
reserves the right to
make deliveries in installments.
Delay in delivery of one installment
will not entitle Customer to cancel
any other installment(s).
International deliveries or special
orders can not be canceled. Delivery
of any installment of Products
within thirty (30) days after the
date requested will constitute a
timely delivery. Delivery of a
quantity which varies from the
quantity specified shall not relieve
Customer of the obligation to accept
delivery and pay for the Products
delivered.
6.
AM Products. LIMITED
WARRANTY
AM Products.
agrees to transfer to
Customer whatever transferable
warranties,
AM Products.
receives
from the manufacturer of products
sold to Customer.
AM Products.
makes
no other warranty, express or
implied, with respect to the
Products. IN PARTICULAR,
AM Products.
MAKES NO WARRANTY
RESPECTING THE MERCHANTABILITY OF
THE PRODUCTS OR THEIR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE
OR USE OR RESPECTING INFRINGEMENT.
AM Products.
liability arising out
of any sale of products to Customer
is expressly limited to either (1)
Refund of the purchase price paid by
Customer for such products (without
interest), or (2) Repair and/or
replacement of such products, at
AM Products.
election, and such
remedies shall be exclusive and in
lieu of all others. Customer must
notify
AM Products.
within 10 days
from date of shipment of any
defective product. This warranty is
in lieu of any and all other
warranties, whether oral, written,
expressed, implied or statutory.
Implied warranties of fitness for a
particular purpose and
merchantability are specifically
excluded and shall not apply.
Customer's obligations and
AM Products.
remedies, with
respect to defective or
nonconforming products, are solely
and exclusively as stated herein.
Further, no warranty will apply if
the Product has been subject to
misuse, static discharge, neglect,
accident or modification, or has
been soldered or altered in any way.
7b. PRODUCT COUNTRY OF ORIGIN
AM Products.
maintains Country of
Origin information on all products
in our inventory. This information
is provided to customers on product
labels and on product shipping
documents. This information is based
on manufacturer-provided information
according to US Treasury, US Customs
Regulations. Our manufacturers do
not provide
AM Products.
with the
country of origin of each raw
material or sub-component that is
incorporated into the Manufacturer's
final product.
8. LIMITATION OF LIABILITIES
IN NO EVENT SHALL
AM Products. BE
LIABLE FOR ANY SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY
NATURE including, but not
limited to, damages resulting from
loss of profit or revenue, recall
costs, claims for service
interruptions or failure to supply
downtime, testing, installations or
removal costs, costs of substitute
products, property damage, personal
injury, death or legal expenses.
Customer's recovery from
AM Products.
for any claim shall not
exceed the purchase price paid by
Customer for the goods, irrespective
of the nature of the claim, whether
in warrant, contract or otherwise.
CUSTOMER SHALL INDEMNIFY, DEFEND
AND HOLD
AM Products. HARMLESS FROM
ANY CLAIMS BROUGHT BY ANY PARTY
REGARDING PRODUCTS SUPPLIED BY
AM Products.
AND INCORPORATED INTO
THE CUSTOMER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND
RESTRICTIONS
Products are intended for commercial
use only. Products are traceable at
the manufacturer's level only. There
is no lot level traceability.
AM Products.
does not determine the
specifications; conduct any
performance or safety testing of any
products that it sells.
Specification sheets provided to
customers are produced by the
manufacturer or transcribed from
information provided by the
manufacturer.
AM Products.
does not
participate in any product safety
engineering, product safety review
or product safety testing.
AM Products.
cannot provide any
safety testing, safety evaluation or
safety engineering services.
Products sold by
AM Products.
are
not designed, intended or authorized
for use in life support, life
sustaining, human implantable,
nuclear facilities, flight control
systems, or other applications in
which the failure of such Products
could result in personal injury,
loss of life or catastrophic
property damage. If Customer uses or
sells the Products for use in any
such applications: (1) Customer
acknowledges that such use or sale
is at Customer's sole risk; (2)
Customer agrees that
AM Products.
and the manufacturer of the Products
are not liable, in whole or in part,
for any claim or damage arising from
such use; and (3) CUSTOMER AGREES
TO INDEMNIFY, DEFEND AND HOLD
AM Products.
AND THE MANUFACTURER OF
THE PRODUCTS HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, DAMAGES,
LOSSES, COSTS, EXPENSES AND
LIABILITIES ARISING OUT OF OR IN
CONNECTION WITH SUCH USE OR SALE.
10. STATEMENTS AND ADVICE
If statements or advice, technical
or otherwise, are offered or given
to Customer, such statements or
advice will be deemed to be given as
an accommodation to Customer and
without charge and
AM Products.
shall have no responsibility or
liability for the content or use of
such statements or advice.
AM Products.
Technical support is
provided by telephone and therefore
extremely limited in scope which
prevents us from the direct
participation in the design of any
customer products. We do not conduct
product suitability studies or
engineering reviews of products that
we sell nor for the final product
that a customer produces.
11. NON-CANCELABLE/NON-RETURNABLE
PRODUCTS
From time to time, Seller will
notify Buyer of a product that is
"NC/NR",
(Non-Cancelable/Non-Returnable) upon
determining that an order requires
such conditions of sale. Buyer
understands that "NC/NR" products
are obtained by
AM Products.
from
the manufacturer specifically for
the buyer. Irrespective of
circumstances the buyer agrees that
"NC/NR" products may not be
cancelled, returned or re-scheduled
by the buyer without the agreement
of the
AM Products.
supplier and
the written consent of
AM Products.
12. INTELLECTUAL PROPERTY
If an order includes software or
other intellectual property, such
software or other intellectual
property is provided by
AM Products.
to Customer subject to the copyright
and user license, the terms and
conditions of which are set forth in
the license agreement accompanying
such software or other intellectual
property. Nothing herein shall be
construed to grant any rights or
license to use any software or other
intellectual property in any manner
or for any purpose not expressly
permitted by such license agreement.
Unopened software maybe returned for
credit. Opened software may not be
returned unless defective
13. FORCE MAJEURE
AM Products.
will not be liable for
delays in delivery or for failure to
perform its obligations due to
causes beyond its reasonable
control, including, but not limited
to, product allocations, material
shortages, labor disputes,
transportation delays, unforeseen
circumstances, acts of God, acts or
omissions of other parties, acts or
omissions of civil or military
authorities, Government priorities,
fire, strikes, floods, severe
weather conditions, computer
interruptions, terrorism, epidemics,
quarantine restrictions, riots, or
war.
AM Products.
time for
delivery or performance will be
extended by the period of such delay
or
AM Products.
may, at its option,
cancel any order or remaining part
thereof without liability by giving
notice to Customer.
14. EXPORT CONTROL
AM Products.
is committed to
compliance with all U.S. Export
Regulations and Laws.
AM Products.
will not sell or ship to countries
embargoed by the
U.S. Treasury Office of Foreign
Asset Control (OFAC).
AM Products.
will not sell or ship
to individuals or organizations
identified by the U.S. Treasury as
Specially Designated Nationals and
Blocked Persons.
AM Products.
will
not sell or ship products prohibited
under Export Administration
Regulations to individuals or
organizations identified by the
U.S. Department of Commerce, Bureau
of Industry and Security (BIS).
AM Products.
will not seek export
licenses pursuant to Export
Administration Regulations.
EAM
Products.
participates in the BIS
Export Enforcement and OFAC
transaction reporting. Further,
AM Products.
prohibits the
re-export, brokering or
transshipment of it's products to
any individual, organization or
country prohibited by the OFAC or
BIS. The sale, resale or other
disposition of Products and any
related technology or documentation
are subject to the export control
laws, regulations and orders of the
United States and may be subject to
the export and/or import control
laws and regulations of other
countries. Customer agrees to comply
with all such laws, regulations and
orders and acknowledges that it
shall not directly or indirectly
export any Products to any country
to which such export or transmission
is restricted or prohibited.
Customer acknowledges its
responsibility to obtain any license
to export, re-export or import as
may be required.
15. GENERAL
The Terms and Conditions may not be
modified or cancelled without
AM Products.
written agreement.
Accordingly goods furnished and
services rendered by
AM Products.
are sold only on the terms and
conditions stated herein. The sale
of Products hereunder will be
governed by the Terms and
Conditions, notwithstanding contrary
or additional terms and conditions
in any order purchase order,
planning schedule, acknowledgment,
confirmation or any other form or
document issued by either party
effecting the purchase and/or sale
of Products. Notwithstanding any
terms and conditions on Customer's
order, the information and
conditions on the Credit Application
are controlling over Customer and
AM Products.. Any conflicting
statements or terms listed on the
Customer purchase orders, invoice,
confirmations or other Customer
generated documents ("Customer
Documents") whether heretofore or
hereafter submitted are negated by
submission of the Credit Application
and the issuance of credit by
AM Products., and all different or
additional terms and conditions
contained in any Customer Documents
are hereby objected to by
AM Products.
performance of any contract is
expressly made conditional on
Customer's agreement to
AM Products.
Terms and Conditions
of Sale, unless otherwise
specifically agreed in writing by
AM Products.
In the absence of such
agreement, commencement of
performance and/or delivery shall be
for Customer's convenience only and
shall not be deemed or construed to
be acceptance of Customer's terms
and conditions, or any of them. If a
contract is not earlier formed by
mutual agreement in writing,
acceptance by Customer of any goods
or services shall be deemed
acceptance by Customer of the terms
and conditions stated herein. No
rights, duties, agreements or
obligations hereunder may be
assigned or transferred by operation
of law, merger or otherwise, without
the prior written consent of
AM Products.. The obligations,
rights, terms and conditions hereof
will be binding on the parties
hereto and their respective
successors and assigns. The waiver
of any breach of any term, condition
or covenant hereof or default under
any provision hereof will not be
deemed to constitute a waiver of any
other term, condition, or covenant
contained herein or of any
subsequent breach or default of any
kind or nature. Any provision hereof
which is prohibited or unenforceable
in any jurisdiction shall, as to
such jurisdiction, be ineffective to
the extent of such prohibition or
unenforceability without
invalidating the remaining
provisions hereof in that
jurisdiction or affecting the
validity or enforceability of such
provision in any other jurisdiction.
The Terms and Conditions will be
governed by and construed in
accordance with the laws of the
state of Florida and the applicable
laws of the United States.
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