(a)'Seller' means Tropic Fasteners, LLC. (TF-LLC)
(b)'Buyer' means the entity purchasing the Goods, including successors thereof.
Upon completion of credit approval, payment for goods shall be due on or prior to the terms noted on invoice.
All payments shall be made in the same currency and for the same amounts as specified in the approval of order.
Prices, Duties and Sales Tax
Seller is required to collect and remit sales tax on shipments into the states of FL, GA, NC and TX unless
the purchaser supplies us with a signed official state resale certificate or sales tax exemption certificate
with the order. Buyer is responsible to collect and remit sales tax, if any, and other taxes as required
by that state for shipments to states other than those listed above.
Prices specified in the Approval/Confirmation of order are net, excluding packaging. Duties, taxes, fees,
levies and other compulsory payments applicable to the sale of Goods any time, as well as freight, express,
insurance and delivery charges shall all be borne and paid in full by Buyer, unless otherwise expressly stipulated.
Delivery dates noted on the Approval/Confirmation of Order are subject to reasonable adjustment. The
acceptance of shipment by a common carrier or by any licensed public truckman shall constitute proper delivery.
Damage must be noted on the bill of lading at time of delivery. If damage is not noted, the request for
a claim may be refused.
Missing and Damaged Items
All missing items must be reported upon receipt of order. Content can be verified with packing slips,
provided with every order. Only refuse orders when all items are damaged. Only damaged or missing items
claims within five days can be accepted.
Seller reserves the right to overship/undership product by 10% based on industry standard.
Ownership of Goods
Ownership of goods shall pass to Buyer only upon full payment by Buyer for the Goods and following payment
of any other outstanding debt by Buyer to Seller.
No merchandise may be returned without prior written authorization from Seller. Requests to return merchandise
must be made within 30 days of shipment by Seller. A credit will be issued based on the original
invoice price, less a restocking charge, less the freight expense for return of merchandise, less original
freight if the return takes the original order to less than prepaid terms. Credit will only be given for
merchandise in saleable condition. All returns must be in original TF-LLC packaging and accompanied by RMA
paperwork. Returns must be shipped most economical way. Returns may be subject to restocking fee.
Orders may not be cancelled in whole or in part, pursuant to Buyer's specification, may not be cancelled except
with Seller's prior written consent, on terms which will compensate Seller for any resulting losses. If an order
is cancelled after shipment or if delivery is refused at destination; warehousing, delivery and return costs
will be charged to the Buyer.
Items noted and/or quoted as NCNR cannot be cancelled once a Purchase Order has been placed with Seller,
in whole or in part, including items finished, in transit or in production.
Seller will not be liable or held responsible for any delays or loses resulting, directly or indirectly from
Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits,
licenses, raw materials or shipments of Product, war, riots, shortages and any other circumstances or causes
beyond our reasonable control.
No rights or obligations of Buyer arising out of this contract may be assigned without express prior written consent of Seller.
Law and Arbitration
This contract shall be governed by and construed in accordance with the laws of the state of Seller's incorporation.
With prior approval, Seller and Buyer may agree to be bound by transactions performed through TF-LLC's e-commerce Website
via the issuance of purchase orders by Electronic Data Interchange (EDI), facsimile, and e-mail and such transactions
will be subject to the terms and conditions contained herein. The parties acknowledge that no writing shall be required
in order to make their electronic transactions legally binding, notwithstanding any contrary requirement in the law.
As necessary, the parties will adopt as their signature an electronic identification to be affixed to or contained
in each Document transmitted by the party. The parties will implement reasonable security procedures to ensure
authorized transmissions and to protect business records and data from improper access. By performing such transactions
in the forgoing manner, the parties agree that no signature will be required in order to have a legally enforceable
electronic commerce transaction, which will honored to the fullest extent under law. The parties agree not to contest
the validity or enforceability of signed documents under the provisions of any applicable laws, including any Statute
of Frauds statutes, relating to whether certain agreements be in writing and signed by a party in order to be bound.
Any such signed documents, if introduced as evidence in any legal or administrative proceeding, will be admissible as
evidence to the same extent as business records, which originate and are maintained in documentary form. The provisions
under this Electronic Commerce paragraph will be in addition to any other agreements entered into between Seller and
Buyer concerning electronic data interchange.
Upon failure of Buyer to pay any amounts due to Seller, or in the event of any breach or anticipated breach
by Buyer of any Contract with Seller, or if Buyer shall either (i)become insolvent, (ii)call a meeting of
its creditors, (iii)make any assignment for the benefit of creditors, or if (iv)a bankruptcy, insolvency,
reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer, then,
in each such occasion, Seller may, at its sole discretion, opt to (1) cancel this any other Contract with
Buyer (without waiving any of Seller's rights to pursue any remedy against Buyer); (2)defer any shipment
hereunder; (3)declare forthwith due and payable all outstanding bills of Buyer under this or any Contract;
and/or (4)sell all or part of the undelivered Goods without notice, while Buyer shall be responsible for
all costs and expenses such sale and be liable to Seller for any shortfall in the discharge of the amounts due to Seller.