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These terms and conditions of sales or service which appear on all invoices, work orders and/or quotes, are the terms and conditions upon which EI makes all sales. Acceptance of all invoices is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product or Service from EI; (b) Buyer's written acknowledgement hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Product or Service"); or (d) any other act or expression of acceptance by Buyer. EI’s acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by EI. EI’s silence or failure to respond to any subsequent or different term, condition or proposal shall not be deemed to be EI’s acceptance or approval thereof.
2. PRICE & PAYMENT
All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month, commencing upon the date payment is due. Buyer's failure to make full payment in a timely manner (30 days overdue) may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of product and/or service, and termination of any one or more sales agreements. After 90 days, failure of full payment constitutes consent by the Buyer for EI to repossess all unpaid delivered goods. EI reserves the right to withdraw any credit approval at any time and without prior notice. In the event, any action is filed to enforce or interpret a provision of this Agreement; the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred in the connection with the action. Including, but not limited to, court costs, expert fee, and reasonable attorney's fees.
3. LIMITATION OF LIABILITY
ENTERPRISE INITIATIVES, LLC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT OR SERVICE TO BUYER OR THE PRODUCT OR SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF ENTERPRISE INITIATIVES, LLC HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
4. GENERAL
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales and service by EI to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and EI have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of EI. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of the terms and conditions. All sales and service agreements shall be deemed made in, and shall be governed by, the laws of the State of Florida. |
