General Terms: The terms and conditions stated herein shall supersede and govern all sales of products and/or services made by Best Global Source (“Seller”), regardless of the terms and conditions stated in any purchase order submitted by the buyer (“Buyer”). Seller hereby disclaims and rejects any terms and conditions appearing in a purchase order from Buyer that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the agreement between the parties and shall not be binding on Seller unless otherwise expressly agreed by Seller in writing. These terms and conditions are subject to change without prior written notice at any time, in Seller’s sole discretion. Buyer accepts these terms and conditions if Buyer does not object within five (5) business days, or accepts delivery of products or services, or accepts sales orders, invoices and statements from Seller, whichever is earlier. The terms and conditions stated herein shall govern and supersede any contrary terms in Article 2 of the Uniform Commercial Code or the INCOTERMS of the International Chamber of Commerce.
Specifications: Seller’s products are designed and manufactured in accordance with specifications provided by. Buyer and Buyer hereby defends, indemnifies, and holds Seller harmless from any claims and associated costs or expenses, including attorneys’ fees at all pre-trial, trial and appellate levels, arising from a claim of infringement or any other claim by a third party related in any way to Seller’s use of Buyer’s specifications. Seller’s limited warrants is as set forth in the Warranties section below. ALL OTHER WARRANTIES, CONDITIONS, STATEMENTS OR REPRESENTATIONS ORAL OR IN WRITING OF ANY NATURE, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, LAW, USAGE OR TRADE PRACTICE TO THE FULLEST EXTENT PERMISSIBLE. This disclaimer and exclusions apply even if an express warranty fails of its essential purpose. By accepting delivery of any Seller product, the Buyer agrees to use that product only and strictly in accordance with its specifications. The Buyer assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than in accordance with its specifications.
Product Control: Unless otherwise specified, upon Seller’s acceptance of purchase order, all products are produced in accordance with Seller’s standard production processes. Specifications provided in Seller’s literature or quotations are subject to change without notice. Seller reserves the right to add, delete, alter or modify products at its sole discretion.
Purchase Orders: Unless otherwise specified by Seller, no Seller products will be shipped until Buyer has submitted a written purchase order. Purchase orders shall state: products, services or equipment ordered, model numbers with revisions, if applicable; quantity, billing address, shipping address, shipping instructions and such other information as is required by Seller.
Cancellations: Buyer’s purchase orders shall not be subject to cancellation, changes or reductions in amount, suspension of deliveries or any other modification except upon Seller’s prior written consent and in all cases upon terms which indemnify Seller against loss, including but not limited to materials acquired or segregated for the purchase order, labor costs incurred through the date of cancellation and lost opportunity costs.
Quotations: Unless otherwise stated, all Seller quotations are valid for a period of thirty (30) days from the date of submission.
Shipping Method: Unless otherwise stated on the Seller quotation, Seller sales order or Seller invoice, or expressly agreed upon and accepted by Seller in writing, all Seller quotations will be Ex-Works (EXW), Seller’s factory, located at 531 Cooper Industrial Parkway, Apopka , FL. 32703. Buyer assumes the risk of loss or damage to the products after they are made available for loading by Buyer or its designated common carrier.
Shipping/Freight Charges: Shipping charges quoted are estimates only based on the Buyer requested means, speed and method of freight. Final freight and handling charges may be prepaid by Seller and added to the invoice, unless otherwise arranged by the Buyer with Seller. Additional charges incurred during delivery will be included on the invoice and are the SOLE RESPONSIBILITY of the Buyer.
Lead Time/Ship Date: Proposed shipping dates and lead times furnished by Seller to Buyer on quotation and sales orders are estimates. These dates may be adjusted based on date of receipt and execution of a purchase order or other relevant factors. Shipping dates and lead times are estimates only and are not guaranteed. Seller shall not be liable for a failure or delay in shipment.
Storage Fee’s: All purchase orders furnished to the Seller by the Buyer shall expressly state the requested delivery date of products only if that date extends beyond that of the quoted and current lead time. For any shipments which are delayed by the Buyer due to circumstances outside of the Seller’s control, storage is at Buyer’s risk and Seller may collect storage fees in the amount of $50.00 per day, which is to be paid prior to the dispatch of the shipment.
Errors/Omissions: Errors or omissions in any Seller quotation, acceptance, sales order, invoices, specification or other document shall be subject to correction at Seller’s sole discretion, with notice to Buyer and shall be binding.
Payment Terms: Payment terms are net thirty (30) days from the date of the invoice with approved credit, unless otherwise stated on the Seller quotation, sales order or invoice. All payments shall be made in US Dollars (USD, $) and may be made by check or electronic payment. Default by Buyer under any agreement with Seller shall constitute a default by Buyer under all agreements with Seller. If Seller reasonably believes that Buyer’s financial condition compromises its ability to make timely payment, Seller may delay or postpone work on, shipment and/or delivery of any products or services to be provided to or performed for Buyer until payments due are made in full, charge a reasonable storage fee for raw materials and work in progress, and charge a reactivation fee in each instance when payments are made in full to reinitiate the quotation or sales order . If all sums due Seller have not been paid to Seller prior to Seller’s making the products available to Buyer or the common carrier, Buyer hereby grants to Seller a first priority security interest in and to all Seller products until payment is received by Seller in full with Buyer prohibited from further encumbering such products and Seller having all creditors’ rights available to it in accordance with the Uniform Commercial Code and otherwise in accordance with applicable law. Buyer’s failure to make any payment when due shall, at the option of Seller, permit it to pause work on, shipment, and/or delivery of any products or services under any agreement with Buyer, with Buyer responsible for the storage and reactivation fees described above, and/or cause any unpaid indebtedness or other amounts due from Buyer to become immediately due and payable. On Buyer default, Seller shall also be entitled, in addition to any other remedy available to it, to interest on all sums due to it but unpaid at the highest rate permitted by law from the date such sums were due and to terminate this agreement or any sales order with immediate effect. Buyer default includes failure to pay any sums due to Seller or failure to otherwise comply with the quotation, sales order, invoice or these terms of sale, institution of bankruptcy or insolvency proceedings by or against Buyer or assignment by Buyer of its assets for the benefit of creditors.
Taxes & Other Charges: Unless otherwise noted, pricing is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets. Some states require Seller to collect and remit sales tax directly to the taxing authority. In these instances, Seller will add such taxes to the invoice and Buyer will be responsible for payment of such taxes, unless Buyer provides Seller a valid tax-exemption certificate or other document acceptable to the authority imposing the tax. Buyer is responsible for all duties and other government fees applicable to the purchase (and import) of Seller products.
Intellectual Property: With respect to Sellet designed products and Seller Intellectual Property, Buyer will not decompile, disassemble, copy, reverse engineer, translate or modify Seller products or grant any other party the right to do so; will not directly or indirectly develop, manufacture, distribute or sell products which may be derivative to the work of Seller products; will not take any action which contests or infringes in any way Seller’s intellectual property rights including but not limited to trademarks and tradenames, copyrights, patents, know-how, trade secrets and goodwill and all other proprietary rights with respect to same (collectively “Intellectual Property”) or Seller’s business interests; and will not register any trademark, tradename, domain name or other Intellectual Property of Seller or anything confusingly similar thereto. Seller remains the sole and exclusive owner of its Intellectual Property regardless of whether it is separate or combined with other property and if combined with other property but still separable shall be deemed the owner of the Intellectual Property and if other property become inseparable, Seller shall be deemed the owner of same.
Confidentiality: Buyer agrees that all information disclosed by Seller (“Information”) shall be deemed to be proprietary and confidential to Seller and shall be treated by Buyer as proprietary or confidential information of Seller unless it is specifically identified by Seller as not proprietary or confidential. Buyer shall not disclose the Information to any other person or entity except as authorized by Seller, and shall safeguard the Information at least to the extent that it would its own proprietary and confidential information, but in any event shall use at least reasonable care to safeguard the Information. Buyer shall immediately notify Seller of any request by any third person that the Information be disclosed and shall cooperate with Seller in its efforts to protect the Information from disclosure. All Information delivered by Seller to Buyer shall be and remain the property of Seller, and any documents containing or reflecting the Information, and all copies thereof, shall be promptly returned to Seller upon written request, or destroyed at Seller’s option; provided that any memoranda, notes or other writings prepared by Buyer based on the Information may be destroyed by Buyer rather than returned to Seller, pending confirmation of same reasonably acceptable to Seller. Buyer shall not use the Information for any purpose except the transaction reflected by Seller’s sales order or invoice and under the terms and conditions contained herein. Prior to allowing any other person or entity access to the Information, Buyer shall inform such person or entity of the nature of the Information and of Buyer’s obligations under this Agreement, and shall direct each such person or entity to comply with the provisions of this Agreement. The obligations contained herein shall not apply to: (a) information which is now in or hereafter enters the public domain without a breach of this Agreement by Buyer and (b) information independently developed by Buyer. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by a party and that the non-breaching party shall be entitled to specific performance as a remedy for any such breach and/or an injunction prohibiting any further breach. Such remedy shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or equity to the non-breaching party. In the event of any legal proceedings to enforce or protect any rights under this Agreement, the prevailing party shall be entitled to recover its costs (including reasonable attorneys’ fees and costs at all pre-trial, trial and appellate levels) incurred in connection herewith. Buyer acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of Seller and are considered by Buyer to be reasonable for such purpose.
Resale: The Buyer agrees to assume all liability arising out of any use other than in accordance with product specifications of a Seller product by any third party who has directly or indirectly obtained the product from the Buyer and shall not make any representations or warranties of any kind regarding Seller products to any third party. In addition, the Buyer agrees to indemnify, defend, and hold harmless Seller against all inquiries, losses, claims, damages, actions, causes of action, costs, fees, fines, injuries, and litigation arising out of any use other than in accordance with product specifications of a Seller product purchased by the Buyer Including related attorneys’ fees and costs at all pre-trial, trial and appellate levels.
Notification of Complaints: Buyer shall notify Seller within ten (10) days of receipt of Seller products regarding any defect or deficiency therein, including questions regarding the invoice, mis-shipments, product condition and lost or damaged shipments. Failure to provide such notice to Seller within such time period shall be deemed acceptance of such Seller products as complete and satisfactory to Buyer. Signature by Seller or Seller’s agent on the carrier’s bill of lading or warehouse delivery ticket without exceptions noted thereon constitutes conclusive proof that the products have been received by Buyer in good condition, notwithstanding any subsequent notice or claim.
Returns: Buyer shall contact Seller to return any defective or damaged Seller product. In the event Seller agrees that some or all of the products represented by an invoice are non-conforming, Seller, at its sole option, may replace the non-conforming products with conforming products or repair the products. Replacement or repair as determined by Seller is Buyer’s sole remedy in the event of a valid discrepancy between the products described on the invoice and the products received by Buyer. UNDER NO CIRCUMSTANCES SHALL SELLER HAVE RESPONSIBILITY OR LIABILITY WHATSOEVER FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS. Seller’s aggregate liability, if any, shall not exceed the related invoice value as paid by the Buyer and no claim of any nature is valid more than one (1) year after the date of the corresponding invoice. Buyer shall obtain an authorization from Seller prior to returning any such product and shall complete and return such paperwork as Seller may require concerning same. Items returned without Seller authorization will be delayed in processing and may be rejected. Seller, at its discretion, may charge a restocking fee equal to thirty- percent (30%) of the purchase price for products returned for reasons other than warranty, repair, or damage which are accepted for return by Seller in its sole discretion.
Warranties: Seller warrants only to the original Buyer that the products will materially conform to specification and will be free from substantive defects in materials and workmanship when used under normal conditions for a period of thirty (30) days after receipt by Buyer. Extended warranties are available only with Seller’s written approval and may be subject to an additional fee. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s limited warranty covering any Seller products shall be NULL, VOID, AND OF NO EFFECT and Seller is not responsible for damage or defects to the products or any person or other property caused by alternations not approved in advance in writing in each instance, improper use, operation or storage or failure to strictly follow instructions,, improper maintenance, overuse or repair of Products, Buyer or third party installed equipment, parts or software, Buyer or third party tampering, normal wear and tear, and force majeure.
Export Compliance. Seller is committed to fully complying with all U.S. Export Control Laws and Regulations, including the ITAR, EAR, OFAC, OAC/IRS, and the NNSA. Seller’s employees, are required by law to report any violation of OFAC Regulations to the US Department of Treasury, and antiboycott violations to the Office of Antiboycott Compliance (BIS or IRS. Buyer represents that it is in compliance with all applicable laws, regulations, and export controls, including, but not limited to, the International Traffic in Arms Regulations (ITAR – 22 CFR Chapter 1, Subchapter M) pursuant to the Arms Export Control Act (22 U.S.C. §2778) and the Export Administration Regulations (EAR – 15 CFR 730-774) pursuant to the Export Control Reform Act of 2018 (50 U.S.C. §§4801-4852) and any and all other applicable laws and regulations including those from the Office of Foreign Assets Control (OFAC), Office of Antiboycott Compliance (OAC & IRS), and the National Nuclear Security Administration (NNSA). Seller will not ship or otherwise transfer export restricted defense articles or items without documented proof of a license or authorization from the appropriate U.S. governmental authority. As a term of sale, Seller requires Buyer to use reasonable efforts to cooperate with, and assist Seller in the correct identification and export classification of defense articles or items provided by Buyer, or provided by Seller to Buyer. If Buyer cannot, or will not, make commonly reasonable efforts to assist Seller, then Buyer hereby indemnifies and holds harmless Seller from any resulting violation and/or penalties which may arise from the inaccurate export classification of articles / items and any resulting exports or transfers which occur. Buyer agrees that no export restricted technology or technical data, provided by Seller in connection with this transaction, be provided to, accessed by, or be capable of access by any third-party, without Seller’s express written authorization. Buyer shall strictly control the disclosure of, and access to, technical data or technology received under this transaction, in accordance with all applicable US Export Laws and Regulations. Buyer agrees that no export restricted technology or technical data provided by Seller be transferred to any non-U.S. person or non-U.S. entity, including without limitation, a non-U.S. employee (including those located in the U.S.) or subsidiary of Buyer, without Seller’s express written authorization. Buyer shall ensure that all its personnel, who represent Buyer, will identify their citizenship/nationality such that Seller may manage its interactions to protect against unauthorized disclosure of restricted technology or technical data. Further, Buyer agrees to not employ dual country or third country nationals subject to the restrictions of ITAR 22 CFR 126.1, as may be amended from time to time, to perform any duties or activities that are in any way related to military goods, software, or technology without prior authorization from the relevant government authorities. Buyer agrees that for any export restricted article (ITAR) or item (EAR), it shall not directly or indirectly, sell, export, re-export, transfer, release, divert or otherwise dispose of in any other country, or to any prohibited party, any such export restricted product (article or item) or data (technical data or technology), either in its original form or after being incorporated into another end-item, without the prior written approval of the relevant U.S. Government authority and Seller’s express written authorization. In addition, Buyer shall notify Seller at once of any violation of laws or regulations in connection with this transaction, and shall indemnify Seller and its affiliates for all liabilities, penalties, losses, damages, costs, or expenses that may be imposed on or incurred by Seller, or its affiliates, including attorneys’ fees and costs at all pre-trial, trial and appellate levels. in connection with any such violations by Buyer. Buyer agrees that Seller shall not be liable in any way to Buyer or third parties for delays caused by licensing issues to the extent such licensing issues arise out of Buyer’s failure to cooperate with and assist Seller in its efforts to accurately classify items provided by the Buyer or manufactured to the Buyer’s requirements, designs and/or specifications. The term “defense article” (ITAR 22 CFR 120.31) or “item” (EAR 15 CFR 772.1) includes products or hardware, technical data, software, or technology which is subject to any U.S. export regulation. “Article/Item” does not just refer to the physical product itself, it includes data and information that apply to the product or hardware. Information including manuals, drawings, specifications, training materials, and other documents, which are related to a “defense article” are considered “technical data” (ITAR 22 CFR 120.33). Those which are related to an “item” are considered “technology” (EAR 15 CFR 772.1). Technical Data or Technology may be export restricted, depending on the planned transaction.
Miscellaneous: Florida law, excluding its choice of law rules, shall be controlling for all purposes regarding any dispute between Seller and Buyer. The exclusive forum for any action commenced by Buyer shall be in a state or federal court in Florida. No modifications or other changes of these terms and conditions are binding on Seller unless expressly approved in a writing signed by Seller. The relationship between Seller and Buyer is that of independent contractors and neither party is an employee, agent, partner or joint venture of the other. Buyer has no authority, apparent or otherwise, to contract for or on behalf of Seller or in any other way legally to bind Seller. The provisions of the United Nations Convention on contracts for the International Sale of Goods shall not apply to these terms and conditions of sale and any documentation between Seller and Buyer or the relationship between Buyer and Seller. Buyer may not assign or delegate any of its responsibilities under these terms and conditions of sale, the invoice, and related documents without the express written consent of Seller. All terms set forth herein are binding upon and enforceable upon the heirs, administrators, successors and assigns of Buyer. In the event any term herein is declared invalid or unenforceable, the remaining terms shall be unaffected and continue valid and enforceable. Failure to enforce any term once or on a number of occasions shall not be deemed a waiver of enforcing that term or any other term in the future. Delivery of all products is subject to force majeure including but not limited to Acts of God, strikes, worker disputes, flood, accidents, transportation delays, fuel or material shortages and any other causes beyond Seller’s reasonable control. Buyer is aware of and certifies that this sale is in compliance with all applicable law. The prevailing party in any dispute will be entitled to recover its reasonable attorneys’ fees and costs. Buyer further agrees that the Buyer will be solely responsible for any documentation or other requirements associated with any export or import of products by Buyer or any other action requiring regulatory notice or approval, and hereby releases and holds Seller harmless concerning export or import of products or any other action requiring regulatory action or approval. Further, in the event Buyer is unable to resolve any export or import requirements concerning the products within fifteen (15) days, Seller may, in addition to any other remedies available to it hereunder or under applicable law, void the sale and retain all deposits as liquidated damages.