Standard Terms and Conditions of Sale
(PM as seller)
These terms and conditions constitute the entire Agreement between PM International LLC (“PM”) and Buyer. Buyer accepts this Agreement either in writing, by ordering goods or by the acceptance of any services by PM. Any offer to sell goods by PM is open for a maximum of 10 days. These terms and conditions are the only contractual terms and conditions between the parties relating to the goods and services to be purchased by Buyer, notwithstanding anything contained in any order form or other documentation of the Buyer, and controls over any such terms in any such order form or documentation. These terms and conditions can only be altered in writing, signed by PM.
The price charged by PM for goods and services shall be the price which prevails on the date of dispatch and will be subject to any applicable tax, duty or other applicable government fee. PM’s invoice is payable in 30 days from receipt of the Order and any amounts not paid within that time period shall accrue interest at a rate of 1.5% per month.
Title to all goods provided by PM shall pass to Buyer only upon payment to PM by Buyer of all sums due to PM as a result of this sale as well all other amounts due from Buyer to PM on any account whatsoever.
Acceptance of Buyer’s Order is subject to supplies being available. Any dates given for delivery is approximate PM shall not be liable to Buyer under any circumstances for the consequences of any delay in delivery or failure to deliver. No delay shall allow the Buyer to refuse or repudiate and subsequent delivery. If, for any reason, Buyer is unable to take delivery, PM may either store the goods at Buyer’s risk and expense, including insurance, until such time as Buyer is able to take delivery, or terminate the Order and pursue its available remedies against Buyer for breach.
If Buyer cancels an Order, or any part thereof, that has been manufactured, in whole or in part, pursuant to the Buyer’s drawings, plans or specifications, the Buyer shall be liable for the entire purchase price of that Order.
Unless otherwise agreed, transportation is the responsibility of Buyer, including insurance. Buyer shall bear the risk of all items lost or damaged during transportation.
The Buyer shall examine all goods upon delivery. The goods shall be deemed accepted unless the Buyer notifies PM, in writing, within 2 days of the date of delivery, of the partial loss damage, or non-conformance of the goods. If non-conformance is alleged, PM shall be allowed a reasonable time to investigate before the goods are either used or returned. PM shall not be liable for any damage, loss or non-conformity unless this procedure is strictly followed.
The goods are warranted to accord to the written specifications (if any) of the Buyer or, if no written specifications are provided, to Industry standards. However, PM gives no warranty as to the fitness of the goods for any particular purpose even if that purpose is specified by the Buyer in writing. All warranties as to fitness of the goods for any particular purpose (express or implied by statute, trade, custom, practice or otherwise) are hereby expressly excluded.
If the Buyer follows the above procedures and the goods do not conform as that is defined above, then PM shall either replace the defective good or refund the price of that good, within its sole discretion, within a reasonable time, unless the defect is attributable to materials supplied by 3rd parties in which the Buyer’s sole remedy shall be against the 3rd party. Under no circumstance will PM’s obligation exceed the price of the good(s). If Buyer fails to make any payment to PM for the delivery of these or any other goods, or, if the Buyer files for bankruptcy or a receiver is appointed to manage its affairs, PM shall be excused from any further performance, shall be entitled to enter Buyer’s property and retrieve any goods for which PM has not been paid, and shall be immediately entitled to pursue all amounts owed to PM for any goods and services.
If, for reasons beyond its reasonable control, PM is prevented from delivering Buyer’s Order, PM’s performance shall be excused until such time as performance becomes reasonably possible.
These terms and conditions shall be governed and interpreted by the Florida law. In any claim or action arising out of Buyer’s Order, the prevailing party shall be entitled to recover the costs necessary to bring or defend the action, including, but not limited to, a reasonable attorneys’ fee. The proper venue for any such action shall be Polk County, Florida. If goods are delivered which infringe on the patents, trademarks or patents of others, due to the specifications provided by Buyer, the Buyer shall indemnify and hold harmless PM from any claims or suits it, including the costs necessary to defend the action, including, but not limited to, a reasonable attorneys’ fee.
All Notices must be in writing and shall be delivered to PM at the address set forth in these terms and conditions. Notices sent by facsimile shall be effective when written confirmation of receipt is received by the sender. Notices sent by registered mail shall be effective when received.