ATEX DISTRIBUTING, INC. TERMS AND CONDITIONS FOR ALL SALES AND PURCHASES
These Terms and Conditions are those under which ATEX Distributing, Inc. (hereafter referred to as “Seller” or “ATEX”) offers to sell its equipment and accessories (hereafter referred to as “Product(s)” to “Customer”. The sale of the Products to Customer is expressly limited to, and made conditional upon, these Terms and Conditions. It is understood and agreed that all purchase and sales with Customer shall be subject to these Terms and Conditions. Customer hereby agrees and acknowledges that Customer’s submittal of a purchase order to ATEX confirms: (i) Customer’s acceptance of and agreement to ATEX’s Online Terms and Conditions; (ii) Customer’s acknowledgement that the ATEX Online Terms and Conditions on the date of submission of a purchase order exclusively govern, control and take complete precedence over any and all other contractual terms or conditions, specifically including any conflicting terms or conditions previously agreed to, contained in the purchase order or any other documents submitted by Customer (each and all of which are hereby rejected) or those previously agreed to between ATEX and Customer; (iii) Customer’s acknowledgement that any attempt to modify or supplement the ATEX Online Terms and Conditions is rejected and will be of no force or effect whatsoever; and (iv) Customer’s acknowledgement that the ATEX Online Terms and Conditions can only be supplemented, revised or superseded by (A) subsequent revisions and/or updates posted to the ATEX Online Terms and Conditions, (B) by a separate document signed by the President or Chief Executive Officer of Seller or (C) additional notes printed on quotes, order acknowledgements and invoices accompanying such quotes, orders and sales as specifically agreed by ATEX. Customer shall be deemed to have accepted these Terms and Conditions by Customer’s issuance of Purchase Order delivered to Seller regardless of delivery method, whether electronic, phone, paper, or other form of transmission. No terms and conditions of any purchase order or other document of Customer utilized in connection with the purchase of the Products shall, even if expressly so stating, be deemed to override or modify these Terms and Conditions. Delay or failure of Seller to object to any terms or conditions which may be contained in any document or form of Customer shall not be construed as a waiver of these Terms and Conditions, nor as an acceptance by Seller of any such terms and conditions.
It is expressly acknowledged and agreed that if credit is extended to the Customer and/or other form of payment is accepted by ATEX, all sales on such account shall be deemed to have transpired in Orange County, FL. Orange County, FL shall be the venue for any legal proceedings relating to the sale of the Products, including for collection of the account. In the event that an account is referred to an attorney for collection, ATEX shall be additionally entitled to reimbursement for all costs of such collection including court costs and reasonable attorney’s fees. An administrative service charge of 1.5% per month will be added to all past due invoice balances to compensate Seller for additional costs. For Customers with a credit account, all payments are due 30 days after shipment, unless agreed to otherwise in writing. Credit card payments are accepted with a 3% convenience fee.
Unless sales, use or other taxes are set forth on the applicable invoice, taxes are not included and payment of the same are the responsibility of the Customer. Freight is prepaid and added to invoices, unless noted otherwise. If the Customer directs ATEX to utilize the Customer’s freight account with a freight carrier, the Customer takes all responsibility of damage, claims, and other costs associated with shipping and logistics.
The Customer must fully inspect all shipments at time of delivery PRIOR to signing the Bill of Lading. In the event that Customer desires to reject any Products based on claim of defect and/or freight damage, it must do so immediately during receipt and prior to signing the Bill of Lading, and return such Products to ATEX via the shipper delivering the same for inspection, repair and/or replacement. The Customer is responsible for any damage resulting from removing any packaging materials. The Customer takes responsibility for any and all damage once the Bill of Lading is signed and/or if the Customer utilizes or directs ATEX to utilize the Customer’s freight company account for pickup from ATEX’s facility.
It is understood and agreed that, in order to secure payment in full of the purchase price for all Products sold, Customer hereby grants to ATEX a security interest in all Products sold by ATEX pursuant to these terms and conditions. The security interest includes all future advances of credit by ATEX and will remain in effect as to all Products as long as the Customer owes money to ATEX for any Products provided to the Customer. At the request of ATEX, Customer will sign and permit to be filed any and all documents necessary to perfect such security interest.
Products may be provided with a manufacturer warranty, which must be researched, reviewed and approved by Customer prior to issuance of a Purchase Order. Warranty of quality, merchantability and/or fitness shall be per the manufacturer’s standard limited warranty and other published documents, and shall not be the responsibility of ATEX as a reseller and non-manufacturer. ATEX agrees to use commercially reasonable efforts to cause its manufacturers to furnish Products that will be free from defects in material and workmanship, will be free from patent infringement, and will be merchantable. Should the Product fail to meet any manufacturer’s published standards and specifications, then upon notification thereof and substantiation that the Product has been stored, installed, maintained and operated in accordance with manufacturer’s recommendations and standard industry practice, ATEX shall assist Customer with processing a warranty claim via the manufacturer’s standard limited warranty.
SELLER IS A DISTRIBUTOR RESELLER AND NOT A MANUFACTURER AND DOES NOT PROVIDE ANY SEPARATE OR ADDITIONAL WARRANTY. ANY AVAILABLE WARRANTIES SHALL BE PROVIDED ONLY BY THE MANUFACTURER(S). ALL OTHER WARRANTIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL ATEX BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM THE BREACH OF ANY TERMS HEREOF AND FROM THE SALE OF THE PRODUCTS.
ORDERS ARE NON-CANCELLABLE AND NON-RETURNABLE, UNLESS AGREED TO IN WRITING BY ATEX.
CUSTOMER ACKNOWLEDGES AND AGREES TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND FURTHER ACKNOWLEDGES AND AGREES THAT NO TERMS OR CONDITIONS IN ANY WAY ALTERING OR MODIFYING THE PROVISIONS HEREOF SHALL BE BINDING UPON ATEX UNLESS AGREED TO IN WRITING AND SIGNED BY ATEX’S PRESIDENT OR CHIEF EXECUTIVE OFFICER.