TERMS AND CONDITIONS OF SALE
BINDING TERMS AND CONDITIONS OF SALE
The following are the terms and conditions for the sale of products and services by PHI Poinciana House Inc ("Seller") to PHI Poinciana House Inc,'s customers ("Buyer").
Unless otherwise limited in the document of acceptance of a specific purchase order, it is hereby certified that all goods shipped per a Buyer’s Purchase Order are new, genuine and conform to the manufacturer’s specifications. The product has been subject to the Quality System Requirements of PHI Poinciana House Inc.
The terms and conditions of sale herein apply to all orders accepted by PHI Poinciana House Inc. (‘Seller’) and shall be applicable to all Goods and Services delivered to Buyer pursuant hereto or pursuant to any other agreement which incorporates these terms and conditions. By placing the Purchase Order with PHI, Buyer acknowledges and agrees that any terms and conditions set forth on any purchase order or other document submitted by Buyer which are different than or conflict with the terms and conditions herein are hereby rejected by Seller and are superseded by the terms and conditions herein which shall govern in all respects. Acceptance by Buyer of the Goods and Services shall be deemed conclusive acceptance of the terms and conditions herein. All orders must be approved and accepted by Seller at Seller’s place of business. Once accepted by Seller, the Buyer’s order may not be cancelled or re-scheduled.
All Purchase Orders are "NCNR" NON CANCELABLE NON RETURNABLE. Buyer understands that "NC/NR" products are obtained by Seller specifically for the buyer. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy incurred which Seller may have as a result of such cancellation or other withdrawal, cancellation or restocking charges shall include all expenses and commitments made by Seller, and shall be paid by Buyer to Seller. Buyer's requests to reschedule are subject to acceptance by Seller in its sole discretion. Products cannot be returned for any other reason then manufacturing defect. ( With detailed failure report from independent Lab in English) If Buyer was to cancel or return Product contrary to Sellers terms Buyer will be responsible for all costs including Lawyer/Legal fees in any court proceedings
Buyer shall be solely responsible for designating and identifying on its Purchase Order, by way of compliant part number, date code, or other such markings, those Goods that are to comply with the European Union’s Directive 2002/95/EC, Restriction on Use of Hazardous Substances “ROHS” or other environmental law and regulation. Seller will supply the exact part ordered without inquiry whether that part does or does not comply. Product specifications and availability are subject to change without prior notice.
It is the responsibility of Buyer, or carrier acting as Buyer’s agent, to obtain all necessary export and import licenses. Claims against Seller for shortages must be made within three(3) days after arrival of shipment.
Buyer shall inspect all Goods promptly upon receipt thereof and may reject any Goods that are damaged, defective, or fail in any material way to meet manufacturer’s specifications. To reject any Goods, buyer must notify Seller in writing of its rejection within three (3) days for damaged goods and seven(7) days for undamaged Goods that fail to meet manufacturer’s specifications following Buyer’s receipt of the Goods and request a Return Material Authorization (‘RMA’) number. Unless Seller receives notification within the above mentioned time periode in writing of Buyer’s rejection and the reason therefore, the Goods shall be conclusively presumed to be accepted. Within seven (7) days after receipt of the written RMA number, Buyer shall return to Seller the rejected Goods, freight prepaid, with the RMA number displayed on the outside of the carton. Seller reserves the right to refuse to accept any rejected Goods where the RMA number is not so displayed.
TERMS OF PAYMENT
For All Orders Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Seller, which may in its sole discretion at any time change the terms of Buyer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the Products. If Seller reasonably believes that the Buyer's ability to make payments may be impaired or if Buyer fails to pay any invoice when due,Seller may require full or partial payment in advance. Seller 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. Buyer will remain liable to pay for any Products already shipped and all Products ordered by Customer. Buyer agrees to submit such financial information as Seller may reasonably require for determination of credit terms and/or continuation of credit terms. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such rate as may be the maximum permitted by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller will be entitled to reimbursement of all costs for collection and reasonable attorneys' fees. In the event of bankruptcy, insolvency, or receivership of Buyer, or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order then outstanding and Buyer shall pay reasonable cancellation charges. Each shipment shall be considered a separate and independent transaction and payment shall be made according to the designated terms upon submission of invoice.
All payments hereunder shall be made in United States Dollars or a mutually agreed upon in writing lawful currency.
Credit Policy / Net Terms All accounts must have a completed, signed, and approved credit application on file to qualify for NET-terms. Accounts without approved signed credit applications will be on a prepaybasis. If credit is extended, any open account unused for a period of 18 months may be reverted back to prepaid terms.
Trade References: Bank and Tradereferences are Required for Customers requesting Net Terms. We need at least 3 references of US businesses with whom you have established credit history on Net 30 or similar terms. Please provide all requested information, to avoid any delays in processing the credit-application do not list Companies that do not provide references. We will contact you if additional information is necessary. Please Note: Application can not be processed unless information is complete.
When required by law Seller will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Buyer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Buyer will remit the correct tax unless customer is tax exempt and Seller has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Buyer and due at the time of delivery.
SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. If the Goods furnished by Seller fail to conform to this agreement, Seller’s sole and exclusive liability shall be, at Seller’s option, to replace such Goods, refund the purchase price (without intrest), or credit Buyer’s account, provided that a) Seller is notified in writing within the time period set out above, with a detailed explanation (failure report from independent Test Lab in English) of any alleged deficiencies, b) such Goods are returned to Seller’s facility, and c) Seller’s examination of such Goods shall disclose to Seller’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, damage in transit, mishandling, improper installation, repair or improper testing. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.
LIMITATION OF LIABILITIES
IN NO EVENT SHALL SELLER 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, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Buyer's recovery from Seller for any claim shall not exceed the purchase price paid by Buyer for the goods, irrespective of the nature of the claim, whether in warrant, contract tort or otherwise. BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY SELLER AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
USE OF SELLER’S GOODS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS. Goods sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications, including, but not limited to,transportation operating systems, in which the failure of such goods could reasonably be expected to result in personal injury, loss of life or severe property or environmental damage. Buyer acknowledges that use of Seller’s goods in such product applications is understood to be fully at the risk of Buyer and that Buyer is responsible for verification and validation of the suitability of Seller’s goods in such application. Buyer agrees that Seller is not liable, in whole or in part, for any claim or damage arising from use in such applications. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, damages losses, costs, expenses and liabilities arising out of or in connection with such use.
THE WARRANTIES AND REMEDIES HEREIN AS TO THE GOODS SOLD ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, WHICH ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR LIABILITY ON SELLER’S PART. Buyer acknowledges that Seller is acting solely as a third party distributor of the Goods purchased by Buyer. In no event shall Seller be liable for incidental, consequential, general, exemplary or special damages whether based on contract, representation, warranty or tort, arising out of or related to purchase, installation, use or performance of the Goods.
Seller 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, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Seller's time for delivery or performance will be extended by the period of such delay or Seller may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
Seller is committed to compliance with all U.S. Export Regulations and Laws. Seller will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Seller will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Seller 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). Seller will not seek export licenses pursuant to Export Administration Regulations. 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. Buyer agrees to comply with all such laws, regulations and orders. Buyer further 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.
These terms and conditions shall be governed by and construed under the laws of the State of Florida, excluding its conflict of laws provisions. The federal and state courts within Florida and Broward County shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. No modification or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties. The prevailing party in any legal action or arbitration brought to enforce this Agreement or any of its terms and conditions shall be entitled to reasonable attorney’s fees and court costs, fees and expenses. A service charge of 1.5% per month (annual rate of 18%) shall apply to all amounts past due.
Seller hereby retains a security interest in all Goods delivered hereunder, together with the proceeds from the sale or other disposition thereof, until Buyer has made payment in full for such Goods and related charges. Buyer shall, upon request of Seller, execute all documents and financing statements necessary to perfect such security interest.