These Terms and Conditions of Sale establish the rights, obligations, and remedies of Assembly Fasteners, an Endries International, Inc. company
("Seller") and Buyer, form the entire agreement between Seller and Buyer, and apply to all transactions between Seller and Buyer unless otherwise
specifically agreed to in writing by both parties. All prior oral or written agreements, including but not limited to terms in Buyer's purchase order,
which are different from or in addition to these Terms and Conditions of Sale are not binding on Seller unless accepted in writing by Seller's duly
authorized representative.
1. SHIPMENT: All orders are shipped F.O.B. point of shipment. Risk of loss will transfer to Buyer upon tender of goods to Buyer, Buyer's
representative or common carrier. The cost of any special packaging or handling caused by Buyer's requirements or requests will be added
to the amount of Buyer's order. If Buyer causes or requests a delay of shipment, or if Seller ships or delivers an order erroneously as a result of
inaccurate, incomplete, or misleading information supplied by Buyer or Buyer's agents or employees, all storage and other additional costs and
risk will be borne by Buyer.
2. APPLICABLE LAW: The purchase transaction to which this invoice applies is subject to and shall be construed and interpreted according to the
laws of the State of Florida, excluding its conflict of laws provisions.
3. PRICE: All prices are subject to change unless otherwise noted on Seller's quotation. Buyer will be invoiced at prices in effect at the time
of shipment. All taxes, transportation costs, duties and other charges are in addition to quoted prices. The amount of any sales, excise or other
taxes, if any, applicable to the goods shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with a valid
tax exemption certificate.
4. DELIVERY: Seller will make a good faith effort to deliver goods in accordance with Buyer's schedule. Seller will pay for expedited
shipping of delayed goods if the delay in delivery is solely caused by Seller. Seller assumes no responsibility or liability for Seller's
non-performance caused by an act of God, war, labor disputes, civil unrest, accidents, the inability to obtain materials, delays of carriers,
contractors or suppliers or any other causes beyond Seller's control. Under no circumstances shall Seller be liable for any special, consequential,
incidental, indirect, or liquidated damages, losses, or expenses of any kind arising from any shipping delays or failure to give notice of any
shipping delay.
5. WARRANTY: The Buyer's sole and exclusive warranty on any Product is that provided by the Product's Manufacturer. Seller hereby disclaims all
other expressed and implied warranties, including without limitation, all warranties of merchantability, fitness for a particular purpose and
workmanship. Under no circumstances, will seller be liable for indirect, liquidated, incidental, punitive, special or consequential damages of
any kind. Seller's liability, if any, shall be limited to the net sales price received by seller. All Goods sold are warranted to be free
from material defects in materials or workmanship, and any Good failing to meet this warranty are subject to the sole and exclusive remedy
set forth below. No other warranties apply. The sole and exclusive remedy for any Goods failing to meet the warranty stated above entitles
the purchaser to return all rejected Goods to Seller and obtain a full refund of the purchase price; however, Seller reserves the option to
provide substituted Goods conforming to the warranty in lieu of refunding the purchase price. All remedies for incidental or consequential damages
resulting from failure of any goods to comply with the warranty are expressly excluded and hereby waived by the buyer.
6. INDEMNIFICATION: Each party ("Indemnitor") shall indemnify and hold harmless the other party and its employees, officers, directors, and
agents (each an "Indemnitee") from any suit, cause of action, judgment or claim ('Claim') for damages to property or bodily injury, loss of life,
infringement, liability of any nature, costs, or expenses, including reasonable attorney fees ("Damages") to the extent caused directly by the
negligent act or omission or intentional misconduct of the Indemnitor. Indemnification shall not apply to Damages proximately caused by the
negligence of the Indemnitee.
7. NON-WAIVER: The failure of either Seller or Buyer to insist upon the strict performance of any of these Terms and Conditions of Sale will
not be deemed to be a waiver of any of the right or remedies of Seller or Buyer, nor of its right to insist upon strict performance of such term
or of any other term in the future. No waiver of any of these Terms and Conditions of Sale will be valid unless in writing signed by a duly
authorized representative of the waiving party.
8. INSPECTION AND ACCEPTANCE: Buyer shall examine all goods upon receipt and prior to installation. All claims for damage, shortage, and
errors in shipment or improper delivery must be made to Seller in writing within five (5) business days of delivery, after which date Buyer will
be deemed to have accepted the goods and will have no right to reject the goods or to revoke acceptance. Buyer must make any claims for billing
errors or adjustments to Seller in writing within ten (10) business days from the invoice date. Claims not received in writing within such period
of time will be waived by Buyer.
9. RETURNS: Buyer may return any good which Seller stocks and which is not a special order item if: (i) it is in new condition, suitable for
resale in its undamaged original packaging and with all original parts; and (ii) it has not been used, installed, modified, rebuilt, reconditioned,
repaired, altered or damaged. All returns are subject to a re-stocking fee, unless otherwise agreed to by Seller. Special orders or non-stock
goods may be returned if the manufacturer is willing to accept the return and Buyer agrees to reimburse Seller for any restocking or cancellation
fees charged by the manufacturer. As a condition for rejecting Goods and entitling the buyer to a refund of the purchase price or obtaining
substitute Goods at the option of Seller notice of rejection of Goods shall be given in writing to Seller by the Buyer within thirty (30) days of
receipt of the Goods. Failure to give such notice in writing shall constitute acceptance of the Goods as if in full compliance with the warranty
stated above.
10. PAYMENT: Payment for all Goods pursuant to this invoice is due as stated on the Seller's invoice or statement and any payment not made
when due shall be subject to interest at 1.5 percent per month commencing from the date of shipment. Buyer shall not be allowed to retain or
holdback payment and Buyer's payment obligations are not contingent on any event other than Seller's performance. Buyer's receipt of payment or
funds from any third party shall in no way relieve Buyer's obligations to pay Seller. Buyer's credit application to Seller is hereby incorporated
by reference. Buyer is not entitled to set-off any amounts due to Seller by any amount due by Seller to Buyer in connection with any transaction
governed by these Terms and Conditions of Sale. The buyer is liable to Seller for all costs of collecting past due accounts plus reasonable
attorney's fees.
11. CANCELLATION: Buyer may not cancel, change or modify an order without the written consent of Seller and payment by Buyer of all applicable
cancellations or re-stocking fees.
12. SECURITY: To secure payment and performance of all obligations, Applicant hereby grants Seller a Purchase Money Security Interest in
all inventory, equipment, and materials distributed by Seller, whenever sold, consigned, leased, rented or delivered, directly or indirectly,
to or for the benefit of Applicant by Seller. This includes all services sold by Seller including but not limited to, safety accessories,
fasteners, parts, maintenance, repair, operation, production and related supplies ("Collateral"). The security interest extends to all repossessions,
returns, and all proceeds from the sale, rental; and all existing or subsequently arising accounts and accounts receivable, chattel paper, general
intangibles, and supporting obligations which may come into existence during the term of this Agreement. Applicant authorizes Seller to file
financing statements describing the Collateral along with other notices and will assist Seller in taking any other necessary action to perfect
and protect Seller's security interest.
13. SELLER: The term "Seller" in this invoice shall refer to the entity which sold the Goods to the buyer. The Seller will be
Assembly Fasteners, an Endries International, Inc. company.
