The
following are the terms and conditions ("Terms and Conditions")
for the sale of products ("Products") by AM Products, Inc.. ("AM Products, Inc.")
to AM Products, Inc. customers ("Customers").
1.
ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance by AM Products, Inc. in writing
by a duly authorized agent of AM Products, Inc.; any written
acknowledgement of receipt of an order shall not, in and of
itself, constitute such acceptance. Orders accepted by
AM Products, Inc. may be cancelled by Customer upon written consent
of AM Products, Inc. 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, Inc. 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 Electrodepot,
shall be paid by Customer to AM Products, Inc. Customer requests to
reschedule are subject to acceptance by AM Products, Inc. in its sole
discretion. Orders may not be canceled or rescheduled after the
order has been submitted by AM Products, Inc. to the shipment
carrier. AM Products, Inc. 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, Inc. within 10 days from date of
shipment of any defective product. (See AM Products, Inc. LIMITED
WARRANTEE for further information.) Returns are normally
accepted when completed within 30 days of the ship date. If
AM Products, Inc. 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 SPECIAL ORDERS, 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, Inc.
and will be applicable for the period specified in
AM Products, Inc. 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, Inc. costs or other
circumstances beyond AM Products, Inc. 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, Inc.
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, Inc. pursuant to the terms of each such invoice
without offset or deduction. Orders are subject to credit
approval by AM Products, Inc., 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, Inc. 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, Inc. 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, Inc. 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, Inc. against any obligation owing by Customer to
AM Products, Inc. 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, Inc. The acceptance by
AM Products, Inc. of such check will not constitute a waiver of
AM Products, Inc. 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, Inc. may pursue
any legal or equitable remedies, in which event AM Products, Inc.
will be entitled to reimbursement for costs of collection and
reasonable attorneys' fees. There is a $30.00 service charge on
all returned checks.
4. SALES
TAX
When required by law AM Products, Inc. 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, Inc. has
a valid signed tax exemption certificate on file.
5.
DELIVERY AND TITLE
All shipments by AM Products, Inc. are F.O.B. point of shipment from
AM Products, Inc. facility and the amount of all transportation
charges will be paid to AM Products, Inc. by the Customer in addition
to the purchase price of the Products. Subject to AM Products, Inc.
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, Inc. 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 Electrodepot are
estimates only and that AM Products, Inc. will not be liable for
failure to deliver on such dates. Selection of the carrier and
delivery route will be made by AM Products, Inc. unless specifically
designated by Customer. AM Products, Inc. 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, Inc. LIMITED WARRANTY
AM Products, Inc. agrees to transfer to Customer whatever
transferable warranties, AM Products, Inc. receives from the
manufacturer of products sold to Customer. AM Products, Inc. makes no
other warranty, express or implied, with respect to the
Products. IN PARTICULAR, AM Products, Inc. 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, Inc. 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, Inc. election, and such remedies shall be exclusive
and in lieu of all others. Customer must notify AM Products, Inc.
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, Inc. 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.
6a.
Radio control
equipment in not to be used in life safety.
Radio control systems are subject to applications,
environmental and atmospheric conditions, A limited
warranty of 12 months by the manufacturer
subject by evaluation on return of the reported
defective systems, The vendor and the manufacture are not liable
of failures on miss applications, radio black outs, interference
or interruption of the transmissions.
Radio Installations shall be performed by a certified
professional.
6b.
Software is delivered "as is",
without warranty, implied or expressed. While every effort is
made to insure that this product and its documentation are free
from defects, The producer or vendor shall not be held liable or
responsible for any loss of equipment or any other personal or
commercial damage including, but not limited to special,
incidental, consequential or other damages occasioned by the use
of this software.
7.
PRODUCT COUNTRY OF ORIGIN
AM Products, Inc. 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, Inc. 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, Inc. 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, Inc. 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, Inc. HARMLESS FROM
ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY AM Products, Inc. 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, Inc. 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, Inc. does not
participate in any product safety engineering, product safety
review or product safety testing. AM Products, Inc. cannot provide
any safety testing, safety evaluation or safety engineering
services. Products sold by AM Products, Inc. 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, Inc. 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, Inc. 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, Inc. shall have no responsibility or liability for the
content or use of such statements or advice. AM Products, Inc.
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
a SPECIAL ORDER it is a "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, Inc. 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, Inc. supplier and the written consent
of AM Products, Inc.
12.
INTELLECTUAL PROPERTY
If an order includes software or other intellectual property,
such software or other intellectual property is provided by
Electrodepot 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, Inc. 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, Inc. time for delivery or performance will be extended
by the period of such delay or AM Products, Inc. may, at its option,
cancel any order or remaining part thereof without liability by
giving notice to Customer.
14.
EXPORT CONTROL
AM Products, Inc. is committed to compliance with all U.S. Export
Regulations and Laws. AM Products, Inc. will not sell or ship to
countries embargoed by the U.S.
Treasury Office of Foreign Asset Control (OFAC).
AM Products, Inc. will not sell or ship to individuals or
organizations identified by the U.S. Treasury as Specially
Designated Nationals and Blocked Persons. AM Products, Inc. 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, Inc. will not
seek export licenses pursuant to Export Administration
Regulations. AM Products, Inc. participates in the BIS Export
Enforcement and OFAC transaction reporting. Further,
Electrodepot prohibits the re-export, brokering or trans shipment
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 EAM Products, Inc. written agreement. Accordingly goods
furnished and services rendered by AM Products, Inc. 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, Inc. 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, Inc., and all different or
additional terms and conditions contained in any Customer
Documents are hereby objected to by Electrodepot. Electrodepot's
performance of any contract is expressly made conditional on
Customer's agreement to AM Products, Inc. Terms and Conditions of
Sale, unless otherwise specifically agreed in writing by
AM Products, Inc. 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, Inc.
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. |