TERMS AND CONDITIONS OF PROPOSAL
1. Proposal Not A Binding Offer. This proposal constitutes a binding offer by Casiba Corp. dba GulfTech (“Seller”) inviting acceptance by Buyer, in addition to either an email from the buyer with company domain or written Purchase Order. This proposal shall automatically expire if Buyer has not placed an order in accordance the terms and conditions stated in this proposal within 30 days from the date of this quotation. All orders received by Seller are subject to and conditioned on written acceptance by an authorized officer of Seller. Prices are subject to change in said 30 days and updated quote will be provided at time of Purchase Order.
2. Formation of Contract. The terms and conditions set forth in this Terms and Conditions comprise the sole terms and conditions for the sale of goods and services by Seller unless otherwise specifically provided for on the face of this proposal and shall apply to the exclusion of any inconsistent or additional terms and conditions contained in Buyer’s order or acknowledgment. Any contract made for the sale of goods or services by Seller is expressly conditioned on Buyer’s assent to these terms and conditions. Buyer’s acceptance of these terms and conditions is conclusively presumed by Buyer’s submission of a purchase order in response to this quotation. Clerical errors are subject to Seller’s correction in its reasonable discretion.
3. Price. The quoted price does not include applicable taxes such as city, state and federal, sales, use, excise taxes, shipping charges, or any other services or work not specifically described in this proposal including but not limited sales tax in the amount of 6%, as may be changed from time to time by taxing authorities. All such taxes and charges shall be Buyer’s sole responsibility and may be added to the invoice by Seller as a separate and additional charge to Buyer unless an appropriate exemption certificate or declaration of exemption is presented which is acceptable to Seller. Seller shall also have the right at any time to separately bill Buyer for any such taxes and charges that Seller may be called upon to pay, and Buyer shall be obliged to reimburse Seller for all such amounts. The price stated on this proposal shall be subject to change in the event of increases in costs of raw materials or components, increases in labor costs, or changes in ordered quantity subsequent to the date of this quotation. The quoted price is based on bulk pack in Seller’s standard containers and will be subject to review and adjustment by Seller for any special packaging requirements.
4. Payment Terms; Freight. Terms are laid out in the quotation. Terms are to be followed by the conditions of the quotation. Unless otherwise stated, Buyer will pay Seller in full on or before the 30th calendar day of when the goods were dispatched (in other words, “Net 30” shall be strictly enforced). Any invoice past 60 days are subject to collections and Seller will collect collection fees and will be charged to the Buyer. This fee is not to exceed 20% of the invoice. In addition, 1.5% interest will accrue monthly on invoices past 60 days. Freight charges are not included in the price of the equipment and are the responsibility of the Buyer. Unless specified on the Buyer’s Purchase Order, freight charges will be prepaid and added to the invoice.
5. Warranty. Manufacturer warrants solely to Buyer as the original purchaser of the goods that the equipment and parts manufactured by Manufacturer shall be free under normal use from defects in material or workmanship, except for normal wear and tear, and shall be manufactured in accordance in all material respects with Buyer’s designs and specifications as provided to Seller prior to such manufacture. Manufacturer’s liability to Buyer under this warranty shall not in any event exceed the charges paid by Buyer to Seller for the goods in question. The determination of whether a defect exists shall be made solely by Manufacturer. Buyer shall not return any goods to Manufacturer until Manufacturer has been provided a reasonable opportunity to inspect and sample the goods at the Buyer’s premises to determine whether a defect exists, and whether the goods should be repaired or replaced. Shipping costs will be determined once decision has been made on responsibility of repair. Manufacturer shall not be responsible to Buyer or any third party for any plating operations conducted on equipment or parts nor any effect that such plating operations may have on the finished specifications of the equipment or parts. The warranty provided in this Section 5 is the sole and exclusive remedy of Buyer against Seller.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS QUOTATION, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY OR CONTRACT OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Buyer must bring any action, regardless of form, arising out of the transactions contemplated under this proposal, by not later than the one-year anniversary of the date the cause of action first accrued.
6. Indemnification. BUYER SHALL INDEMNIFY AND HOLD SELLER, ITS AGENTS AND EMPLOYEES HARMLESS from and against any and all claims or causes of action brought against Seller and from any and all damages, losses, expenses, attorneys’ fees, costs and liabilities sustained by Seller arising out of any claimed defect in the goods and services supplied by Seller and any claimed improper manufacture, design, design drawings, specifications, materials or repairs provided by Buyer or Seller pursuant to this quotation. BUYER’S OBLIGATION UNDER THIS SECTION INCLUDES THE OBLIGATION TO INDEMNIFY AND HOLD SELLER HARMLESS FOR SELLER’S NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR CONCURRENT, IN THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS PURSUANT TO THIS QUOTATION.
7. Patents. Buyer hereby represents and warrants to Seller that the goods and services ordered by Buyer from Seller will not infringe on any valid patent, copyright, trademark, trade name, or other intellectual property or proprietary rights of any other party, and Buyer shall indemnify and hold Seller, its agents and employees, harmless from any claim of infringement of a patent, copyright, trademark, trade name or other intellectual property or other proprietary right, or claim of unfair competition, arising out of the manufacture, sale or use of the goods and services sold by Seller to Buyer pursuant to this quotation. Buyer’s indemnification obligation under this Section includes Buyer’s payment of Seller’s attorney fees and expenses of every nature incurred in defense of any such claim and Buyer’s obligation for judgments or decrees for profits, damages, and costs.
8. Tools and Equipment. Unless otherwise expressly provided on the face of this proposal, all facilities, tools, jigs, dies, fixtures, patterns and equipment furnished to Seller by Buyer to perform the contract, or for which Seller has been reimbursed by Buyer, shall remain the property of Buyer. Seller shall maintain property damage insurance on all such property covering the period when such property is at Seller’s plant and shall keep such property in reasonable repair. All shipping charges for the tools and equipment described in this Section shall be Buyer’s responsibility. Risk of loss during shipment shall be on Buyer. Seller shall have, and Buyer hereby grants to Seller, a security interest in the above described tools, jigs, dies, fixtures, patterns and equipment that are in Seller’s possession as security for payment of any sums owing from Buyer to Seller arising out of the contract made pursuant to this quotation. Seller may retain possession of all such items until full payment for the goods has been made without affecting any other rights available to Seller. Seller reserves the right to scrap, at Seller’s sole discretion and without notice to Buyer, any tools, jigs, dies, fixtures, patterns, or equipment that have not been used by Seller to fulfill an order from Buyer for a continuous period of two years or longer.
9. Delay and Failure to Deliver. Seller shall not be liable in any respect for failure to ship or for delay in shipment where such failure or delay shall have been due in whole or in part to shortage or curtailment of material, labor, transportation or utility services, or to any labor or production difficulty in Seller’s plant or those of its suppliers, or to any cause beyond Seller’s control.
10. Cancellation. If Buyer cancels its order, Buyer must do so in writing and Seller may ship any items completed at time of receipt of written cancellation notice at the contract price. Seller shall stop work on the balance of the order as promptly as reasonably possible and Buyer shall reimburse Seller for all actual expenditures, commitments, liabilities and costs, determined in accordance with Seller’s ordinary and customary accounting practices, made or incurred with respect to such incomplete items, plus a profit of 10% on such costs, less any net recovery to Seller on disposition of such items to others within a period of 45 days after receipt of Buyer’s cancellation notice. If Seller can economically use any of the items to fill other active orders, then Seller shall restock such items and Buyer shall pay Seller a handling charge equal to 2% of the contract price for such items.
11. Choice of Law; Jurisdiction. The sale of goods and services contemplated in this proposal shall be governed in all respects by the laws of the State of Florida. The parties shall bring any action arising out of the sale of goods or services contemplated in this proposal solely in any state or federal court of record in Pinellas County, Florida, and Buyer and Seller each hereby consent to the exclusive jurisdiction of such courts in connection with any action arising out of the sale of goods or services contemplated in this quotation.
12. Successors. The terms of this proposal shall inure to the benefit of and be binding on the successors and assigns of the parties.
13. Entire Agreement. There are no other agreements, warranties, terms or conditions relating to the goods or services to be provided in accordance with this proposal except as contained on the face of this proposal and in these terms and conditions.