Terms and Conditions of Sale
General: Except as otherwise provided in a separate written agreement between you (the “Customer”) and Seal Distributors, Inc., a Florida corporation (“SDI”), the following Terms and Conditions of Sale (the “Terms”) apply to any purchase order or other written contract or order form for the purchase of products or services (collectively, the “Products”) from SDI, and supersede all prior understandings, agreements, representations and warranties, both written and oral. Customer agrees to be bound by the following Terms as such Terms may be amended by SDI from time to time. SDI does not accept any terms or conditions that are in addition to or different from the Terms stated herein unless specifically agreed to in each instance in writing by SDI.
Quotations, Acceptance, and Agreements: Any price quotation for the purchase of Products is an estimate based on the information provided by Customer. In some cases, samples, drawings and/or exact dimensional data may be required to determine the Product to be purchased. Customer should also be aware that certain items they are seeking to replace may have previously been modified. SDI is not responsible for modifying Products to fit Customer’s needs unless it is specifically agreed to in writing by SDI. Accordingly, any price quote for a Product (whether based on a serial number, model number or other manner of identification provided by Customer to SDI) will be sold as is without modification. In addition, it is Customer’s responsibility to ensure that Products it orders conform to applicable local, state and federal laws, rules and regulations.
Customer’s acceptance of a price quote, whether by separate purchase order, electronic mail confirmation or by other written means, shall constitute an acknowledgement and approval of the quotation as written and an acceptance of these Terms. Written price quotations which have not been finalized and accepted by Customer by a binding purchase order or other written means shall expire on the date specified in the price quotation or, in the absence of such specification, ten (10) days from the date of the price quotation. SDI may revise or withdraw a price quotation at any time prior to Customer’s acceptance of a binding purchase order or if, during reconditioning, it is discovered that component parts cannot be reconditioned.
Quoted prices for Product do not include any applicable taxes or transportation charges. The cost of incoming freight for special items will be added to all invoices.
SDI will not be bound by any terms or conditions for Product orders which are different from or in addition to these Terms unless specifically agreed to in writing by SDI.
Payment Terms: Payment terms are net 30 days from the date of the invoice unless otherwise specified in the price quotation. Customer may be charged a late fee of up to one and one-half percent (1.5%) per month of the past due balance on any unpaid invoice. In addition to all other amounts due hereunder, Customer shall reimburse SDI in full for all collection costs or charges, including reasonable attorney fees, which SDI incurs in the collection of any past due amounts from Customer, including applicable interest on overdue accounts. The foregoing right of collection shall be cumulative to any other right or remedy hereunder or afforded by law and may be exercised concurrently therewith or independently thereof.
Shipping Policy: While SDI will use all reasonable commercial efforts to maintain the delivery date(s) quoted by SDI, all shipping and delivery dates are approximate and not guaranteed. SDI will not be liable or responsible for any delays caused by late shipment or by strikes, accidents, negligence of carriers or any other matters beyond SDI’s control, including but not limited to the weather. If the shipment of the Product is postponed or delayed by Customer for any reason, Customer agrees to reimburse SDI for any and all storage costs and any other expenses resulting therefrom.
Return Policy: Products may not be returned without SDI’s prior authorization. To be considered, returns must in all events be requested not later than ninety (90) days following shipment of the Product and further provided that the Product is unused. Customer is responsible for payment of return shipping fees unless such returned Products result from an order processing error by SDI. Returned Products will be subject to a minimum fifteen percent (15%) restocking fee plus applicable freight charges. Products which have become obsolete by reason of design change or items discontinued for any reason may not be returned for credit. Special order Products may not be returned under any circumstance.
Samples provided by Customer to SDI are not usually returned to Customer. If Customer’s samples are to be returned, Customer must advise SDI when the Product order is submitted. Unless Customer timely advises SDI that its samples are to be returned, samples furnished by Customer to SDI will be disposed of thirty (30) days after they are received.
Items sent to SDI for evaluation for repair will be retained for ninety (90) days following SDI’s written quotation for repair service if such quoted price is not accepted by Customer. Any items, materials or equipment left with SDI for more than ninety (90) days with no instruction to repair or return will be disposed of in SDI’s sole and absolute discretion.
Items sent to SDI for evaluation and/or repair must be free of hazardous, toxic or harmful substances. This is necessary to guarantee the health and welfare of SDI’s employees. We reserve the right to return an un-serviced, contaminated item to Customer.
Shipping Policy: Shipping and handling charges cover the transportation of the Product from SDI’s facility to the location provided by Customer. Shipping and handling charges are not included in the price quote unless specifically noted. Shipping, insurance, and handling charges, when applicable, will be assessed and added to the cost of the Product and paid for by Customer. The carrier will be selected by SDI except as otherwise agreed to by SDI and Customer.
Title, Risk of Loss, Inspection of Product: Title and risk of loss of the Product shall be passed to Customer upon delivery of the Product to Customer. Customer shall immediately inspect the Product for damage or shortage at the time of delivery of the Product, and any claim of any kind, whether due to damage or otherwise, must be delivered by Customer by written notice to SDI no later than five (5) business days following delivery of the Product to Customer. Discovery of damage, shortage or other claim must be given in writing by Customer to the carrier at the time of delivery. Any claims for loss or damage of the Product during transit will be filed by SDI. SDI shall not be liable for any damage caused by shipping, or for any lost Products. In addition, SDI’s liability for damage or loss of reconditioned items shall not exceed the invoice price for the work performed.
Installation and Use: Customer will be solely responsible for the proper application, installation, and use of the Products.
Force Majeure: SDI shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached any agreement with Customer, for any failure or delay in fulfilling or performing any term of any agreement with Customer, when and to the extent such failure or delay is caused by or results (directly or indirectly) from acts beyond SDI’s reasonable control, including, without limitation: (a) acts of God; (b) riots, epidemics, pandemics, flood, fire, earthquake, unusually severe weather or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts of terrorism, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of any agreement between SDI and Customer; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns; (i) shortages of labor, material, supplies or any other similar or different cause not within the control of SDI; or (j) any other cause beyond the control of SDI.
General Terms: These Terms, together with the terms of any order placed by Customer that is expressly agreed to and accepted by SDI, supersede and replace any and all prior agreements between SDI and Customer related to the purchase of the Product. Any acceptance by SDI of any order for Product made by Customer is expressly conditioned on Customer’s assent to and acceptance of these Terms. These Terms shall be binding upon Customer and Customer’s successors and assigns and shall inure to the benefit of SDI and its successors and assigns. If it shall be found that any part of these Terms is illegal or unenforceable, such part or parts shall be of no force and effect to the extent of such illegality or unenforceability, without invalidating the legal and enforceable remainder of such part or parts or any other part of these Terms. The Terms shall at all times be governed by and construed, interpreted and enforced in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. In the event of any legal or equitable action arising under these Terms, the parties agree that jurisdiction and venue of such action shall lie exclusively within the state courts of Florida located in Seminole County, Florida, and the parties specifically waive any other jurisdiction and venue. In the event that enforcement of these Terms by SDI becomes necessary, SDI shall be entitled to recover from Customer, in addition to all other remedies available at law, an amount equal to all costs and expenses incurred in connection with such enforcement, including reasonable attorney fees at the trial level and in connection with all appellate proceedings. Customer expressly acknowledges that SDI reserves the right, in its sole discretion, to modify these Terms at any time and without prior notice to Customer. Any such change in the Terms shall be effective when posted and published on SDI’s website.