Terms & Conditions

TERMS AND CONDITIONS APPLICABLE TO INVOICES

The terms and conditions set forth below are specifically incorporated in, and become part of, every sale of goods and services by Famis, Inc. (“Famis”). The terms and conditions may not be modified, or otherwise altered, except by written instrument signed by an authorized representative of Famis. By sending a purchase order, placing an order by telephone, or by requesting goods and/or products from Famis through any other document and/or means of communication, or by accepting delivery of such goods and/or products, Purchaser hereby expressly agrees to the terms and conditions set forth herein. Purchaser further agrees that the goods and/or products purchased pursuant to this Invoice.

TERMS AND CONDITIONS OF SALE

The following terms and conditions supersede all previous terms and conditions for the sale of goods and/or products by Famis to Purchaser.

PAYMENT TERMS

Invoices will be dated as of the date that the goods and/or products are shipped, and payment shall be upon delivery unless agreed to otherwise and in writing by Purchaser and an authorized representative of Famis. In the event that goods and/or products will be shipped, Purchaser shall be responsible for all shipment costs, including, but not limited to, insurance. If payment is not received by Famis as of the date set forth on the invoice, interest shall accrue on any unpaid balance at the highest rate permitted by Florida law.

In the event that Purchaser fails to pay Famis shall be entitled to repossess all goods and/or products delivered to Purchaser without notice and/or demand. Famis shall not be liable to Purchaser for any damage caused to Purchaser’s property as a result of the removal of Famis’ goods and/or products from Purchaser’s Property. Title to the goods and/or products shall remain in Famis until such time as Purchaser pays Famis the full amount of this Invoice.

ORDERING INFORMATION

All purchase orders for goods and/or products must be confirmed by Purchaser in writing and signed by Purchaser and/or Purchaser’s authorized representative. All purchase orders are subject to approval and confirmation by Famis upon receipt.

CANCELLATION

Purchaser may not cancel orders for goods and/or products, including, but not limited to, specially manufactured goods and/or products, without Famis’ express written consent. In the event of such a cancellation, Famis shall be entitled to recover from Purchaser a restocking fee in the amount of twenty percent (20%) of the amount of the Invoice, less any amounts already paid by Purchaser, as well as all other fees and costs incurred by Famis.

LIMITATIONS ON DELIVERY

Purchaser hereby releases Famis from any and all liability for failure to deliver goods and/or products where such failure is due to an act of God, public enemy, fire, earthquake, flood, hurricane, strike, labor dispute, transportation delay, carrier delay, or other similar cause beyond Famis’ control. In the event that a supplier is unable to furnish Famis with the goods ordered by Purchaser, Famis hereby reserves the right to substitute goods of like and/or similar appearance and of equal and/or better quality.

LIMITATION OF LIABILITY

Famis shall not be liable to Purchaser or to any other person, firm, or corporation for any incidental and/or consequential loss, damage, or injury arising out of the delivery of any goods and/or products set forth in this Invoice, any warranty relating to the goods and/or products provided by Famis, as well as any other act or default relating to this Invoice or to goods and/or products provided to Purchaser, even if such loss, damage, or injury is caused by Famis’ acts, omissions and/or negligence. The correction of defects as provided for in the warranty provisions set forth herein shall be construed as Famis’ only obligation with respect to all claims, and Famis’ liability shall in no event exceed the amount set forth in this Invoice.

Any legal proceeding, or other action, based upon the goods and/or products set forth in this Invoice, or upon any claim arising out of, or relating to this Invoice (other than an action by Famis against Purchaser for monies due and owing under this Invoice) shall be brought within one (1) year from the date the goods and/or products are delivered to Purchaser, or in the case of a cause of action based upon an alleged breach of warranty relating to the goods and/or products are the subject of this Invoice, within one (1) year from the date that the defect is or should have been discovered by Purchaser.

NOTICE OF CLAIMS

Purchaser shall inspect the goods and/or products immediately upon receipt of same. Any claim, including, but not limited to, claims for defects and/or shortages shall be made in writing to Famis at the address stated herein within twenty-four (24) hours after receipt of such goods and/or products. Failure to notify Famis in writing of a claim in the manner provided for herein constitutes a waiver of the claim.

INDEMNIFICATION

By accepting the goods and/or products set forth in this Invoice, Purchaser agrees to defend, protect and hold harmless Famis, its successors, and/or assigns against all suits in law or in equity, as well as any damages, claims and/or demands.

CHANGES

Purchaser shall not be entitled to change the size, quality and/or quantity of the goods and/or products being purchased without a written instrument signed by Purchaser and Famis setting forth an agreed upon adjustment in the price set forth in the Invoice for the requested modifications to the goods and/or products.

LIMITED WARRANTY

Purchaser’s acceptance of the goods and/or products constitutes acknowledgement by the Purchaser that the goods and/or products are free of any defects at the time of delivery of same. Famis’ responsibility and corresponding liability to Purchaser after delivery of the goods and/or products shall be solely and exclusively limited to the replacement of such goods and/or products in Famis’ sole and exclusive discretion, and in no event shall Famis’ liability to Purchaser exceed the amount of this Invoice. Purchaser hereby waives the right to seek consequential or incidental damages from Famis and hereby expressly and unconditionally releases Famis from same. Famis shall not be responsible for damage to the goods and/or products caused by Purchaser’s abuse, neglect and/or failure to maintain the goods and/or products.

FAMIS MAKES NO WARRANTIES TO PURCHASER, EXPRESS, OR IMPLIED, WHETHER SAME MAY ARISE, OR HAVE ARISEN, BY OPERATION OF LAW, COURSE OF DEALING, USAGE, CUSTOM, OR TRADE, AND PURCHASER HEREBY WAIVES SAME, AND FAMIS EXPRESSLY EXCLUDES FROM THIS WARRANTY ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, AND PURCHASER HEREBY ACCEPTS THE GOODS AND/OR PRODUCTS THAT ARE THE SUBJECT OF THIS INVOICE WITHOUT SAID WARRANTIES AND EXPRESSLY AND UNCONDITIONALLY WAIVES ANY RIGHTS PURCHASER MAY HAVE, OR HAVE HAD, UNDER SUCH WARRANTIES.

GOVERNING LAW, ASSIGNMENT, VENUE AND JURISDICTION

This Invoice is being made pursuant to and shall be construed in accordance with Florida law.

This Invoice may not be assigned by Purchaser without Famis’ express written consent.

In consideration of the goods and/or products received from Famis under this Invoice, Purchaser hereby irrevocably and unconditionally agrees to venue in Miami-Dade County, Florida for any action, whether in law or equity, arising under this Invoice.

In consideration of the goods and/or products received from Famis under this Invoice, Purchaser hereby irrevocably and unconditionally agrees to the jurisdiction of the Courts of Miami-Dade County, Florida for any action, whether in law or equity, arising under this Invoice.

In consideration of the goods and/or products received from Famis under this Invoice, Purchaser hereby irrevocably and unconditionally agrees to the service of process from the Courts of Miami-Dade County, Florida for any action, whether in law or equity, by mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to Purchaser’s last known address, such service to be effective on the date indicated on the postal receipt returned by Purchaser.

ATTORNEYS’ FEES AND COSTS

In the event of a default under this Invoice, Purchaser agrees to pay Famis the attorneys’ fees and costs incurred by Famis in bringing any action, whether in law or equity at trial, as well as through appeal, in order to recover the sums due Famis from Purchaser.

AUTHORITY TO ENTER INTO PURCHASE ORDER

Purchaser represents and warrants that Purchaser has the full power, legal right, and authority to do all acts and things as are required or contemplated hereunder to be done, observed, or performed, to request the goods and/or products that are the subject of this Invoice, to consummate the transactions contemplated herein, and comply with the terms, conditions, and provisions hereof and any documents executed in connection herewith have been duly authorized by any requisite corporate, partnership or other actions, and will not conflict with, or otherwise result, in a breach of any agreement or instrument to which Purchaser is now a party.

SEVERABILITY

If any provision or portion of any provision of this Invoice, or any documents or instruments executed in connection with this Invoice, are determined to be invalid or unenforceable, all other provisions or portions of any of the provisions of this Invoice, as well as documents or instruments executed in connection with this Invoice, shall nevertheless continue in full force and effect.

MODIFICATION AND/OR AMENDMENT

The provisions of this Invoice shall not be modified, amended, supplemented, waived, or changed orally, but only in writing making specific reference to this Invoice and signed by Purchaser and Famis. This Invoice constitutes and represents the entire understanding and agreement of Purchaser and Famis with respect to the goods and/or products referenced in this Invoice and shall not be modified by prior and/or contemporaneous oral or written statements of either party.

ADDITIONAL DOCUMENTS AND OBLIGATIONS

Purchaser hereby agrees, upon request by Famis, to execute and deliver such further and other documents and instruments and to do all matters and things that may be necessary or expedient, as determined by Famis in its reasonable discretion, to more effectively and completely carry out the intentions of this Invoice.

BINDING EFFECT

All of the terms and provisions of this Invoice shall be binding upon, inure to the benefit of, and be otherwise be enforceable by, Purchaser, Famis, and their respective administrators, executors, legal representatives, heirs, successors and assigns.

WAIVER

Nothing contained herein and no actions or failure to act by Famis shall constitute a waiver of any right, privilege, or power Famis has, or may have, pursuant to this Invoice and applicable law. The failure or delay by Famis to require the performance of any provision of this Invoice shall not affect the right of Famis to exercise any right, power or remedy granted to it under this Invoice, or otherwise available to it, or to require the Famis to perform such provision. Any waiver or any breach of any provision of this Invoice, or any writings or documents executed in connection with this Invoice, or any documents or instruments contemplated hereby, shall not be construed as a waiver of any continuing or succeeding breach of the applicable provision, a waiver of the provision itself, or a waiver of any right, power, or remedy.

THIRD PARTY BENEFICIARIES

Unless expressly stated to the contrary and in writing, nothing in this Invoice, whether express or implied, is intended to confer any rights or remedies under or by reason of this Invoice on any person or entity other than Purchaser and Famis and their respective administrators, executors, legal representatives, heirs and assigns.

WAIVER OF JURY TRIAL

BY EXECUTING THIS PURCHASE ORDER, PURCHASER EXPRESSLY, UNCONDITIONALLY, KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES ANY RIGHT THAT PURCHASER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY MATTERS ARISING OUT OF, OR RELATING TO, THIS INVOICE.