Terms and Conditions
I. TERMS OF PAYMENT
Payment is due upon confirmation of invoice, unless otherwise stated. In addition, Buyer shall pay all sales, use, customs, excise or other taxes presently or hereafter payable in regards to this transaction, and Buyer shall reimburse Seller for any such taxes or charges paid by JAM Productions LLC.
II. PAYMENT, PRICE, TRANSPORTATION
JAM Productions LLC shall have the continuing right to approve Buyer’s credit. JAM Productions LLC may at any time demand advance payment, additional security or guarantee of prompt payment. If the customer refuses to give the payment, security or guarantee demanded, JAM Productions LLC may terminate the agreement, refuse to deliver any undelivered goods and the customer shall immediately become liable to JAM Productions LLC for the unpaid price of all goods delivered & for damages as provided in Paragraph V below. The customer agrees to pay JAM Productions LLC cost of collection of overdue invoices, including reasonable attorney’s fees incurred by JAM Productions LLC in collecting said sums. F.O.B. point shall be point of SHIP TO on face hereof.
III. DELIVERY, TOLERANCES, WEIGHT
Upon due tender of goods for delivery at the F.O.B. point all risk of loss or damage and other incident of ownership pass to Buyer, but JAM Productions LLC retains a security interest in the goods until purchase price is paid. All deliveries are subject to weight at shipping point which shall govern. JAM Productions LLC is not liable for any delivers that are not delivered on time or damaged.
JAM Productions LLC warrants that goods sold hereunder are merchantable UNLESS manufactured in conformance with Buyer’s particular specification, and that Seller conveys good title thereto. IN NO EVENT WILL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF CUSTOMER HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS PARAGRAPH IV, JAM PRODUCTIONS LLC GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED HEREIN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THIS STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SELLER FOR DAMAGES INCLUDING BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY GOODS SOLD HEREUNDER. JAM Productions LLC specifically does not warrant the accuracy of sufficiency of any advice or recommendations given to the customer in connection with the sale of goods hereunder.
The customer shall be liable for JAM Productions LLC’s damages including loss of reasonable profits, caused by the customer’s default hereunder. If JAM Productions LLC, upon the customer’s default, repossesses or retains any goods sold hereunder, JAM Productions LLC’s damages shall be the contract price of the goods plus freight, storage, handling & all other disposal costs incurred, less the then-current reasonable scrap value of the goods.
If goods supplied are not merchantable, JAM Productions LLC at its option may replace them or refund the purchase price upon their return. The customer shall not return goods until JAM Productions LLC has had reasonable opportunity to investigate goods, and then only after receiving JAM Productions LLC ’s written shipping instructions. THIS SHALL BE THE CUSTOMER’S EXCLUSIVE REMEDY. The Customer waives all claims arising from breach by JAM Productions LLC unless JAM Productions LLC receives written notice of breach from Buyer within 90 days after the customer receives goods. In no event shall JAM Productions LLC be liable for any special consequential, or contingent damages resulting from JAM Productions LLC’s Breach of Warranty, delay or performance or any other default hereunder. The customer further agrees that JAM Productions LLC will not be liable for any lost profits nor or any claim for demand against Buyer by any other party.
VII. FORCE MAJEURE
JAM Productions LLC shall not be liable for any damages resulting from: any delay or failure of performance arising from any cause not reasonably within JAM Productions LLC ’s control; accidents to, breakdowns or mechanical failure of machinery or equipment, however caused; strikes or other labor troubles, shortage of labor, transportation, raw materials, energy sources, or failure of ususal means of supply; fire; flood; war, declared or undeclared; insurrection; riots; acts of God or the public enemy; or priorities, allocations or limitations or other acts required or requested by Federal, State or local governments or any of their sub-divisions, bureaus or agencies. JAM Productions LLC may, at its option, cancel this Agreement or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect. JAM Productions LLC shall have the further right to then allocate its available goods between its own uses and its customers in such manner as JAM Productions LLC may consider equitable.
VIII. PATENT INDEMNITY
JAM Productions LLC shall defend and hold Buyer harmless for any action against JAM Productions LLC based in a claim that the customer’s sale or use of goods normally offered for sale by JAM Productions LLC , supplied by JAM Productions LLC hereunder, and while in the form, state or conditions supplies constitutes infringement of any United States letters patent; provided Seller shall receive prompt written notice of the claim or action, and the customer shall give JAM Productions LLC authority, information and assistance at JAM Productions LLC ’s expense. The customer shall defend and hold JAM Productions LLC harmless for any action against JAM Productions LLC or its suppliers based in a claim that the manufacture or sale of goods hereunder constitutes infringement of any United States letters patent, if such goods were manufactured pursuant to Buyer’s designs, specifications and /or formulae, and were not normally offered for sale by Seller; provided the customer shall receive prompt written notice of the claim or action and JAM Productions LLC shall give the customer authority, information and assistance at JAM Productions LLC’s expense. The customer and JAM Productions LLC agree that the foregoing constitutes the parties’ entire liability for claims or actions based on patent infringement.
IX. WAIVER, MISTAKE
JAM Productions LLC ’s waiver of any provision herein or any breach thereof, shall not constitute a waiver of any subsequent breach thereof, nor of any other provision herein. JAM Productions LLC may correct any errors herein, on any invoice issued to the customer, or on its published price sheets, and such correction shall operate to amend this Agreement.
X. CHOICE OF LAW
JAM Productions LLC and the customer expressly agree this Agreement is to be governed by the Uniform Commercial Code as enacted and construed.
XI. CONFLICTING PROVISIONS
The customer expressly WAIVES all provisions contained in any of the customer’s correspondence or forms involved in this sale which negate, limit, extend or conflict with provisions herein and agrees that this Agreement constitutes the entire contract between the customer and JAM Productions LLC except as expressly negated, limited or extended by JAM Productions LLC IN WRITING and signed by an officer of JAM Productions LLC .
XII. ARBITRATION FOR CLAIMS EXCEEDING $2,000.00
Any and all disputes relating to this Agreement or its breach in which the amount in controversy exceeds Two Thousand ($2,000.00) Dollars shall be settled by arbitration in accordance with the then current rules of the American Arbitration Association, and judgement upon the award entered by the arbitrator may be entered in any Court having jurisdiction hereof. Costs of arbitration, including reasonable attorney’s fees incurred in arbitration as determined by the arbitrator, together with any reasonable attorney’s fees incurred by prevailing party in Court enforcement of the arbitration award after it is rendered by the arbitrator, shall be paid to the prevailing party by the party designated by the arbitrator or Court. The arbitrator is directed to strictly apply the law of the State of Florida.
Should one party either dismiss or abandon its claim or counter-claim before hearing thereon, the other party shall be deemed the “prevailing party” pursuant to this Agreement. Should both parties receive judgement or award on their respective claim, the party in whose favor the larger judgement or award on their respective claim, the party in whose favor the larger judgement or award is rendered shall be deemed the “prevailing party” pursuant to this agreement.
This provision shall in no way effect or limit any rights JAM Productions LLC may have to enforce any security granted by law including but not limited to statutory right to repossession, garageman’s lien, mechanic’s liens, stop notices, or suit on payment bonds.
XIII. SERVICE CHARGE
A service charge of 1.2% of outstanding amount per month will be made on past due accounts.