TERMS AND CONDITIONS OF SALE OF AMIL CARE CORP.

  • Parties. AMIL CARE CORP., a Florida Corporation, will be referred to as “Seller,” and the company purchasing will be referred to as “Purchaser”. All materials, goods, or work described on Purchaser’s order regardless of type, will be referred to as “Products.”
  • Terms and Conditions. Seller’s acceptance of Purchaser’s order is expressly conditioned on Purchaser’s agreement to these terms and conditions. Any term, condition and/or provision of Purchaser’s order or any other document issued by Purchaser, which is in any way inconsistent with these terms shall not be applicable hereto or binding upon Seller. Purchaser, by accepting any Products covered by these terms, shall conclusively be deemed to accept these terms. Seller’s failure to object to terms, conditions and/or provisions in any communication by Purchaser will not be a waiver of any terms contained herein. Deviation from these terms and conditions, including additional or different terms and conditions, can only take place by written instrument signed by one of Seller’s officers. Seller hereby rejects all terms and conditions set forth under any prime or other contract to which Purchaser is a party.
  • Order; Purchaser’s Insolvency. The order can’t be revoked by the buyer but not binding on the vendor if it is not accepted in writing by its legal representative. Any particular stipulation on the supply covered by this order and terms of delivery, even if made with the seller’s agents is not binding on the latter if not expressly accepted in writing by his legal representative. The execution of the order by the Vendor implies acceptance of the same. Is expressly excluded the right of buyer to withdraw unilaterally from the order and the contract. If after it was confirmed the order, the vendor becomes aware of protests, foreclosures and generally of acts detrimental to the purchaser, or becomes known that the purchaser is in financial difficulty conditions, the seller can, at its option terminate the contract and demand special guarantees, or terminate the contract due to breach, by notice to be sent by registered letter with return receipt.
  • Price Adjustments; Payments; Set-Off.The sale price, unless otherwise specified, is that of the seller’s price list in force on the date of completion of the contract. The Prices do not include any sales, use, rental, personal property or other taxes unless so stated specifically. Taxes will be added to invoice prices in those instances in which Seller is required to collect them from Purchaser; provided, however, that if Seller does not collect any taxes and is later asked by or required to pay the same to any taxing authority, Purchaser will make such payment to Seller or, if requested by Seller, directly to the taxing authority. Where the goods are not received by the purchaser at the time they are prepared and delivered, or preparation or effective delivery is not possible for reasons independent of the will of the seller, the price, if not already provided for in the order, will be subject to changes in the vendor list. At Seller’s option, prices may be adjusted to reflect any increase in Seller’s costs, including, without limitation, resulting from state, federal or local legislation, price increases from Seller’s suppliers, or any change in the rate, charge, or classification of any carrier, as determined solely by Seller. All orders are subject to management approval and periodic review of credit and payment terms, which may be modified by Seller on reasonable notice. Unless otherwise specified by Seller, all prices are Ex Work Seller’s manufacturing facility (Seller’s Facility). Invoices unpaid and past due will be subject to a service charge on the unpaid balance. The maximum allowable interest rate will be according applicable law. When wire or ACH remittance is required or necessary, remittance shall be made as directed on the invoice. When check remittance is required or necessary, checks should be sent to the address indicated on the invoice. Taxes, fees, expenses related to the issuance of bank effects or possible regularization of the contract are paid by the buyer. The payment of the price will have to be made by the buyer in the way and by means indicated in this order to the deadlines agreed independently of receiving of the notice of payment. The seller recognizes the validity of payments only if carried out in a manner consistent with the terms stated in the preceding paragraph with the result that payments made in any other manner will not be liberating for the client. The agents are not authorized to receive sums. Any acceptance by the seller, of installments or other trade effects will be considered always achieved with the clause “subject to collection” .Default in payments for more installments, or even to only one, or only unique solution, will make void the customer the benefit of term installment and give right to the seller to immediately apply the remaining balance of the price, applying the legal interest in the increased extent, except the right to claim additional damages.
  • Delivery Dates; Title and Risk; Shipment. All delivery dates are approximate, and start from the moment in which they were provided and irrevocably defined all elements of the contract and Seller shall not be responsible for any damages of any kind resulting from any delay. Where there are outstanding payments, even in respect of previous deliveries, the seller has faculty to suspend the execution of the contract until payments have not been made and have been provided adequate safeguards for the installments or payments to expire. The delivery time is counted as working days. Regardless of the manner of shipment, title to any products and risk of loss or damage shall pass to Purchaser upon tender to the carrier at Seller’s Facility (i.e., when it’s on the truck, it’s yours). Unless otherwise stated on this document, Purchaser may exercise its judgment in choosing the carrier and means of delivery. All freight, insurance and other shipping expenses shall be borne by Purchaser. Purchaser shall inspect shipments for freight damage at time of receipt and immediately notify carrier of any freight damage, file its claim directly with the carrier, and notify Seller of the damage. Seller is not liable for freight damage or for losses incurred by Purchaser as the result of freight damage or delays. No deferment of shipment at Purchasers’ request beyond the respective dates indicated will be made except as agreed in writing by Seller and on terms that Purchaser will indemnify, defend and hold Seller harmless against all loss and additional expense, including, but not limited to demurrage, handling, storage and insurance charges. Any such changes may incur change fees. It’s a right of the seller to carry out partial deliveries. In particular AMIL CARE CORP. in any case reserves the right to an allowance of 60 days compared with the delivery terms agreed.
  • Contingencies. Seller shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; fire; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortages or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the Products; failure of any party to perform any contract with Seller relative to the production of the Products; or from any cause whatsoever beyond Seller’s control, whether or not the cause is similar or dissimilar to those enumerated. Seller shall notify Purchaser of the happening of any contingency and of the contemplated effect thereof on the manufacture and delivery of the Products.
  • Changes in the product. All data and specifications contained in catalogs, price lists, illustrations, drawings, offers and in general in promotional materials of the seller are purely indicative and not binding for the latter. The seller reserves the right to make changes to its products that it deems necessary, without prior notice to the buyer, as long as is not altered functionality of the product. The seller is not required to make to the already produced goods, or in the course of production, the changes implemented after the order. In no case the product once delivered can be modified or manipulated.
  • Prohibition of Action. For no reason or motive the buyer can take legal action against the seller unless he has first fulfilled payments covered in the contract. The buyer, however renounces from now to claim damages or expenses arising from improper use of the goods, or which occurred during the time required for replacement.
  • Testing – product defects. If the product sold, it should not be made subject to inspection, upon delivery the buyer will be required to diligently verify that it is free from defects. Any defects must be reported to the seller by registered letter within fifteen (15) days, which will take effect from the date of delivery.
  • Retention of title. As long as the buyer will no have done integral payment of the price, the goods to be supplied shall remain the property of the seller and may be claimed by the same wherever they are, even if combined or incorporated in goods of property of purchaser or third parties. During the vesting period the buyer will assume obligations and responsibilities of the guardian of the things supplied and not alienate, pledge or give in use, move, leave impound or seize such products without declaring the property of the seller and without giving immediate notice to the same by means of registered letter.
  • Buyer defaults– Termination of the contract. Failure to pay the agreed price to the agreed deadlines, will imply to the buyer the loss of the benefit from the term and the seller can take an action to get the whole difference in price is due to it yet, or to decide for the termination of the contract, to be notified by registered letter. In this latter case, the buyer must immediately return the goods, and must pay a penalty of $50,00 daily for each day of delay in returning it. It remains subject to compensation for greater damage. The seller can hold back any already received payments by way of compensation, except the major damages. In case of termination of the contract by the customer before delivery of the goods, the vendor can without appeal, instead of the regular fulfillment of the contract, require a penalty in amount equal to 25% of the total agreed price.
  • Credit assignment. The buyer declares to accept from now, according to the provisions of the law, the possible sale of credit owed by the seller in its relationship with the factoring company or equivalent, specifically relieving it of any other charge notification, except for the confirmation of the credit session.
  • Complaints-Communications. Complaints and disputes of any type must be sent to the headquarter of the seller. For the purposes of this order and the subsequent contract, the buyer elects domicile in the place indicated in the title of the order and all communications will be sent to this address, or such other registered office, at the option of the seller.
  • Governing Law, Jurisdiction and Venue. With respect to any dispute, controversy or claim arising out of or relating to this Agreement and the sale and delivery of all Products shall be deemed to have taken place in and shall be governed and construed in accordance with the laws of the State of Florida. However it will be the faculty of the seller to refer other competent forum in accordance with the law.
  • Warranty. The elements and the components described in the website and brochure AMIL CARE CORP. are guaranteed by Seller only in the case of defects in material or workmanship. The guarantee is valid for 12 months from the delivery date to the Purchaser. This warranty is made only to Seller’s original customer, and does not extend to anyone to whom the Product is sold after it is purchased from Seller. This warranty does not cover damage to Products caused by abuse, misuse, accident or neglect of Purchaser or its agents or customers. If within the warranty time period Purchaser discovers a failure of the Product to conform to this warranty, it must promptly notify Seller in writing. In no event shall notification be received by Seller later than 12 months from the date of delivery. In the case of enforcement of the above warranty, for each product returned (at Buyer’s expenses) AMIL CARE CORP. will arrange for repair or replacement or refund as it may deem fit. The buyer is relieved from the obligation to return the defective product event of both of the following conditions: 1. The element or component has been destroyed as a result of the defect covered by the warranty; 2. AMIL CARE CORP. reasonably had to be aware of the defect at the time of sale. In this case AMIL CARE CORP. will replace the item even in the absence of returned the defective one. Anyway AMIL CARE CORP. assumes no liability for any damages resulting from the flaws which operates the above warranty. The responsibility for AMIL CARE CORP. is in fact limited to the sales price of the product of or the defective part.
  • LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR TO ANY OTHER THIRD PERSON OR ENTITY (i) FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, DATA, OPPORTUNITY OR GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES, ARISING OUT OF, OR AS THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR (ii) FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLER’S PRIOR WRITTEN CONSENT, EVEN THOUGH SELLER HAS BEEN NEGLIGENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY PURCHASER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.
  • Intellectual Property. Any invention or intellectual property first made or conceived by Seller in the performance of this Agreement or which is derived from or based on the use of information supplied by Purchaser not otherwise subject to a confidentiality agreement between the parties, including, without limitation, any derivative works developed and/or discovered by Seller, shall be the property of Seller and Purchaser shall execute such documents necessary to perfect Seller’s title thereto. Purchaser agrees that it shall not obtain any grant, option, title, license or other right to any patent, trade secrets or other intellectual property rights or other proprietary rights now or hereafter held by Seller. Purchaser further agrees it shall not decipher, decompile, disassemble or reverse engineer any of the Products sold hereunder.
  • Court Action. In the event Seller institutes a legal proceeding against Purchaser to collect any monies due under the terms of this transaction, or if Seller successfully defends any lawsuit instituted by Purchaser, whether based on contract, tort or any other legal theory of recovery, Seller shall be entitled to recover its costs and expenses, including without limitation, reasonable attorney’s fees, collection costs and other expenses incurred by Seller in connection therewith, from Purchaser.
  • Liability or Responsibility. Seller assumes no liability or responsibility for any acts, misuse of product, advertising, violations of any local, state or federal regulations or laws violated by the Purchaser. Purchaser assumes all responsibility for its acts and is responsible for researching local, state or federal regulations relating to the sale or use of Seller’s Products.
  • Export. If the Products are to be exported, this order, and acceptance thereof, is subject to Purchaser’s ability to obtain export licenses and other necessary papers within a reasonable period. Purchaser is responsible for obtaining any necessary U.S. government authorization required to ensure compliance with U.S. law. Purchaser will furnish all Consular and Custom declarations and will accept and bear all responsibility or penalties related to any errors and omissions. Purchaser warrants that any export or use of Products shall comply with all applicable foreign, federal, state, or local laws, rules, regulations, ordinances, and executive orders, including without limitation U.S. export control laws and any regulations and/or orders thereof and that Purchaser shall not export, re-export or otherwise transfer, directly or indirectly, the Products or any goods or items which incorporate the Products if the export, re-export or transfer would violate United States export laws.
  • Confidentiality. Purchaser agrees that it will not disclose the contents of this Agreement to any third party without the prior written consent of Seller.