813-322-3795

Terms and Conditions

  • (A) TITLE: TITLE, BENEFIT, OWNERSHIP, RIGHT OF POSSESION, AND RISK OF LOSS WITH RESPECT TO THE GOODS DESCRIBED HEREIN SHALL REMAIN WITH THE SELLER UNTIL (a) DISCHARGE OVERSIDE FROM OVERSEAS VESSEL OR AIRCRAFT AT THE PORT OR ENTRY OF THE COUNTRY OUTSIDE THE UNITED STATES, AT WHICH BUYER HAS SPECIFIED DELIVERY, OR, (b) IF TRANSPORTED OTHER THAN BY OVERSEAS VESSEL OR AIRCRAFT, UNTIL SUCH GOODS ARRIVE IN THE COUNTRY OUTSIDE THE UNITED STATES TO WHICH BUYER HAS SPECIAL DELIVERY, OR, (c) UPON RECEIPT BY BUYER, SHOULD BUYER RECEIVE THE GOODS BY METHOD OTHER THAN (a) OR (b) THE MANNER OF PAYMENT OR METHOD OF SHIPMENT SHALL NOT IN ANY WAY LIMIT OR MODIFY THE RIGHTS OF THE SELLER AS THE LEGAL OWNER OF THE GOODS TO HAVE CONTROL OVER THE RIGHT TO POSSESION OF THEM DURING THE COURSE OF SHIPMENT AND UNTIL TITLE IS TRANSFERRED AS AFORESAID. ALL SHIPMENTS ARE MADE ON THE BASIS OF "NO ARRIVAL NO SALE", AND THE SELLER ASSUMES NO OBLIGATION THAT THE GOODS WILL ARRIVE UNLESS THE SELLER HAS CAUSED THE NON-ARRIVAL.
  • (B) CLAIMS: BUYER WAIVES ALL CLAIMS ARISING HEREUNDER UNLESS RECEIVED IN WRITING BY SELLER WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THE GOODS BY BUYERS. BUYER MAY NOT BRING ANY ACTION UNDER OR ARISING FROM THIS INVOICE AND THE GOODS UNDER THIS INVOICE UNLESS SUCH AFORESAID WRITTEN NOTICE IS PROVIDED AND ANY ACTION IS COMMENCED BY BUYER WITHIN ONE (1) YEAR FROM RECEIPT OF THE GOODS WITH RESPECT TO WHICH A CLAIM IS MADE.
  • (C) NON CANCELLABLE: THIS DELIVERY BECOMES A CONTRACT AND IS FIRM AND NON CANCELLABLE. BUYER AGREES TO PAY ANY AND ALL COURT COSTS, ATTORNEYS’ FEES AND INTEREST IN CONNECTION WITH ANY LEGAL SERVICES INCURRED BY THE SELLER, OR DUE TO ANY SUIT BROUGHT BY THE SELLER, COVERING ANY GOODS UNDER THIS DELIVERY.
  • (D) INTEREST: SELLER SHALL CHARGE AND BUYER AGREES TO PAY, INTEREST ON ANY AND ALL BALANCES NOT PAID WITHIN THIRTY (30) DAYS OF INVOICE, INTEREST SHALL BE CHARGED AT EIGHTEEN (18%) PERCENT PER ANNUM, COMPOUNDED MONTHLY, OR THE HIGHEST INTEREST PERMITTED BY LAW FOR COMMERCIAL ACCOUNTS, WHICHEVER IS HIGHER FROM THE DATE OF INVOICE. FAILURE TO EXERCISE RIGHTS UNDER THIS PROVISION, UPON ONE OR MORE OCCASIONS, SHALL NOT WAIVE THE RIGHT TO EXERCISE THE SAME SUBSEQUENTLY.
  • (E) INDENTIFICATION: BY ACCEPTING THIS ORDER, YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER WITH REGARD TO ANY LIABILITY, CLAIM, OR LAWSUIT ARISING OUT OF OR INCIDENTAL TO THE GOODS AND PRODUCTS INCLUDING ANY JUDGEMENT, AWARD, DAMAGES, COSTS AND REASONABLE ATTORNEY'S FEES INCURRED BY SELLER IN DEFENDING ANY CLAIM OR LITIGATION.
  • (F) LIMITATION OF LIABILITY: (a) BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RESULTING FROM, ARISING OUT OF OR INCIDENT TO THE EXECUTION DELIVERY AND PERFORMANCE OF THIS INVOICE POSSESSION OR USE OF THE GOODS SOLD HEREUNDER, UNDER ANY THEORY OR THEORIES WHATSOEVER WHETHER IN TORT (WHETHER INTENTIONAL OR UNINTENTIONAL), IN CONTRACT, UNDER ANY WARRANTY OR OTHERWISE, SHALL BE LIMITED TO THE RETURN OF THE GOODS SOLD HEREUNDER AND, AT THE SOLE AND EXCLUSIVE OPTION OF SELLER (i) REPLACEMENT OF SUCH GOODS, OR (ii) REIMBURSEMENT OF THE PURCHASE PRICE OF SUCH GOODS AS DETERMINED BY THE NET PRICE INVOICES TO BUYER FOR SUCH GOODS, (b) NOT WITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, SELLER SHALL IN NO EVENT BE LIABLE FOR AND BUYER HEREBY ASSUMES THE RISK OF ANY OTHER OR FURTHER DAMAGES OF ANY KIND WHATSOEVER WHETHER SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL UNDER ANY CLAIM OR THEORY WHATSOEVER FURTHER MORE, SELLER UNDERTAKES NO DUTY OF REASONABLE OR ORDINARY CARE, AND MAY NOT BE HELD LIABLE FOR NEGLIGENCE.
  • (G) WARRANTIES: SELLER MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.
  • (H) SUITABILITY OF THE GOODS: ALL PRODUCTS ARE SOLD WITHOUT WARRANTY OF ANY KIND AND BUYER WILL, BY ITS OWN TESTS, DETERMINE SUITABILITY OF SUCH PRODUCTS FOR ITS OWN USE. TO THE EXTENT THAT ANY MANUFACTURER WARRANTY EXISTS, THE SELLER WILL PASS ALONG THE WARRANTY WITH THE SELLER ACCEPTING NO RESPONSIBILITY WITH REGARD TO THE WARRANTY. THE BUYER IS CAUTIONED TO SATISFY ITSELF THAT THE GOODS COVERED BY THIS INVOICE ARE SUITABLE FOR ITS PURPOSE. SELLER DISCLAIMS ANY AND ALL RESPONSIBILITY OF DAMAGE ON INJURY RESULTING FROM THE USE OF ANY OF THE GOODS COVERED BY THIS INVOICE.
  • (I) RESALE: BUYER AGREES THAT IN THE EVENT IT SELLS, DISTRIBUTES OR DELIVERS THE GOODS SOLD HEREUNDER TO ANY THIRD PARTY, THE EXCLUSIONS, DISCLAIMERS AND LIMITATION ON SELLER'S OBLIGATION AND LIABILITIES CONTAINED HEREIN SHALL APPLY TO SUCH THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND BUYER AGREES TO SECURE AN AGREEMENT THERE TO IN WRITING BY SUCH THIRD PARTY.
  • (J) ASSIGNMENT, SUCCESSORS IN INTEREST: THIS INVOICE MAY NOT BE ASSIGNED OTHERWISE THAN BY OPERATION OF LAW BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND ANY PURPORTED ASSIGNMENT BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT,. SUBJECT TO THE FORE GOING, THIS INVOICE SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, ADMINISTRATORS EXECUTORS, SUCCESSORS AND PERMITTED ASSIGNS.
  • (K) ENTIRE AGREEMENTS: THIS INVOICE AND ANY DOCUMENTS HEREIN, CONTAINS THE ENTIRE AGREEMENT AND SETS FORTH THE TERMS AND CONDITIONS UPON WHICH SELLER IS SUPPLYING THE GOODS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND SUPERSEDES ALL PRIOR ARRANGEMENTS, UNDERSTANDINGS, TRANSACTIONS AND COMMUNICATIONS, WHETHER ORAL OR WRITTEN WITH RESPECT THERETO, EXCEPT AND SEPARATE WRITTEN AGREEMENT ENTERED INTO AND SIGNED BY THE PARTIES NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY OTHER AFFIRMATION OR REPRESENTATION UNLESS IT IS SPECIFICALLY INCLUDED HEREIN OR IN SEPARATE WRITTEN AGREEMENT ENTERED INTO AND SIGNED BY THE PARTIES. NO MODIFICATION, ALTERATION OR AMENDMENT OF THIS INVOICE SHALL BE BINDING UPON SELLER UNLESS IN WRITING AND SIGNED BE SELLER.
  • (L) INVOICE: IT IS HEREBY CERTIFIED THAT THIS INVOICE SHOWS THE ACTUAL PRICE OF THE GOODS DESCRIBED, NO OTHER INVOICE HAS BEEN OR WILL BE ISSUED AND ALL PARTICULARS ARE TRUE AND CORRECT.
  • (M) TOTAL PRICE: THE BASE PRICE TO THE BUYER SHALL BE INCREASED TO INCLUDE THE ACTUAL COST OF TRANSPORTATION, INSURANCE, FORWARDING AND OTHER COSTS OF EXPORTATION FROM THE OVERSEAS SHIPPING POINT TO THE POINT WHERE TITLE, BENEFIT, OWNERSHIP, RIGHT OF POSSESSION AND RISK OF LOSS PASS TO THE BUYER AS STATED ABOVE.
  • (N) CONFIDENTIALITY: BUYER RECOGNIZES THAT ANY TECHNICAL INFORMATION PROVIDED TO BUYER BY SELLER WHICH IS PREVIOUSLY UNKNOWN TO BUYER AND WHICH IS NOT GENERALLY KNOWN IS CONFIDENTIAL BUSINESS AND / OR TRADE SECRET INFORMATION AND BUYER AGREES NOT TO DISCLOSE AND SUCH INFORMATION TO ANYONE ELSE.
  • (O) SEVERABILITY: IN THE EVENT THAT ANY PROVISION CONTAINED IN THIS INVOICE SHALL BE DETERMINED TO BE UNENFORCEABLE, INVALID OR ILLEGAL, IN ANY RESPECT OR FOR ANY REASON, THE ENFORCEABILITY, VALIDITY AND LEGALITY OF ANY SUCH PROVISION IN ANY OTHER RESPECT AND THE REMAINING PROVISIONS OF THIS INVOICE SHALL NOT, AT THE ELECTION OF THE PARTY FOR WHOSE BENEFIT THE PROVISION EXISTS, BE IN ANY WAY IMPAIRED.
  • (P) RETURNS: NO PRODUCT WILL BE ACCEPTED AFTER 30 DAYS OF DATE OF INVOICE.
  • (Q) GOVERNING LAW: THIS INVOICE SHALL BE GOVERNED BY AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.
info@carillongreen.com

Customer Service Number:
(813) 322-3795
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