SOLVEDIFY, INC. and the Buyers agree that the following terms and conditions will apply to all goods and/or services sold by SOLVEDIFY, INC. to the Buyer. All goods and/or services are sold by SOLVEDIFY, INC. to the Buyer on the subsequent terms and conditions:
Proposals and Purchase Orders.
A. The terms and conditions set forth herein can be revised or revoked only in writing and signed by SOLVEDIFY, INC. No term, provision, or condition stated by the buyer in a purchase order or elsewhere will be binding on SOLVEDIFY, INC. unless it is accepted in writing by SOLVEDIFY, INC. If there is a conflict between the terms of the Buyer's purchase order and the terms herein, the terms expressed herein will govern. SOLVEDIFY, INC.'s failure to object to provisions in the Buyer's purchase order will not be deemed a waiver or modification of any of the terms and conditions set forth herein.
B. Unless expressly stated in any proposal, prices stated in SOLVEDIFY, INC.'s proposals are, in all events, subject to change without notice.
C. The designs and specifications of all goods sold are subject to change without notice, and in the event of any changes, SOLVEDIFY, INC. will have no responsibility to make similar changes in goods that Buyers previously ordered.
D. SOLVEDIFY, INC. is under no obligation to provide financing to the Buyer. Financing is subject to credit approval by SOLVEDIFY, INC. and/or other independent financing institutions.
Payment.
A. Buyers agree to pay for all goods purchased from Solvedify, Inc., and/or on the website www.solvedify.com, unless otherwise stated in SOLVEDIFY, INC.'s proposal or invoice for the goods purchased.
B. There will be no extension of or change in the term for payment due to delays in the installation or operation of goods caused by damage, warranty service, or warranty replacement of parts.
C. All prices are subject to all federal, state, local sales, use, excise, and other taxes on the production, sale, use, or shipment of the goods sold, now or thereafter becoming effective. If not included in the invoice for the goods, that amount may be invoiced later.
D. Transactions are on F.O.B. shipping point terms as expressed in Solvedify, Inc.'s proposals or our website indications. Unless otherwise specified in writing, the purchase price for goods does not include delivery, shipping, transportation, setup, and installation charges, which will be paid by the Buyer.
E. Buyers will be conclusively considered to have accepted and approved any invoice from SOLVEDIFY, INC. (including but not limited to the price, quantity, and description of the goods as stated on the invoice and all terms, provisions, conditions, contracts, representations, and warranties on the invoices), unless SOLVEDIFY, INC. receives a written complaint regarding the invoice from Buyers within five business days after the date the invoice is sent to Buyers.
Deposit and Cancellation.
A. All sales are final and may not be revoked, canceled, or returned by the Buyers after (24) twenty-four hours of being placed with SOLVEDIFY, INC., Unless otherwise approved, a cancellation fee of 15 percent (“Cancellation Fee”) of the Total Purchase Amount herein will be due and payable by Buyers if Buyers cancel any and all PURCHASE ORDERS before delivery within the waiting time specified in the proposal.
B. A nonrefundable deposit of the purchase price may be required herein. In the event a deposit is paid by the Buyers, it will be applied towards the final purchase, or in the event of cancellation, the non-refundable deposit will be applied against the Cancellation Fee.
C. All deposits paid under ANY PROPOSAL, or any transaction related hereto, shall be nonrefundable unless agreed upon by SOLVEDIFY, INC.
D. If the Cancellation Fee exceeds the nonrefundable deposit, the Buyers shall remit the balance of payment at the time of cancellation. If the nonrefundable deposit exceeds the Cancellation Fee, SOLVEDIFY, INC. will refund Buyers for such balance.
E. Additionally, Buyers will pay SOLVEDIFY, INC. any incidental damages related to any cancellation by Buyers.
Warranty and Claims Policy.
A. SOLVEDIFY, INC. will use commercially reasonable efforts to obtain for Buyers any warranty provided by the manufacturer of the goods, for which Buyers shall acknowledge receipt in writing. SOLVEDIFY, INC. does not guarantee or otherwise assure the performance of the manufacturer's warranty. Any claim on account of any such warranty will be made solely against the manufacturer, and, notwithstanding any such claim, the purchase price will be paid on the terms outlined in SOLVEDIFY, INC.'s proposal and invoice. If there is no warranty provided by the manufacturer, then the goods are sold "as is." Warranties are attached to the care and proper use as indicated by the manufacturer in the goods' documentation and instructions.
B. SOLVEDIFY, INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY.
C. In no event will SOLVEDIFY, INC. have any liability for any incidental or consequential damages arising out of or in connection with a breach of the sale or any other duty of SOLVEDIFY, INC. concerning the goods, including, but not limited to, incidental or consequential damages for lost profits, lost sales, or injury to persons or property.
D. Any production figures quoted are approximate, based on the conditions as understood by SOLVEDIFY, INC., but actual figures may vary substantially depending on operating conditions. Hence, no such figures are guaranteed for a longer period other than the ones specified in the proposal.
E. Buyers accept all responsibility for the use of the goods and for training the persons who will use the goods. Buyers will compensate, defend, and hold SOLVEDIFY, INC. harmless from any claim, demand, loss, liability, damage, or expense arising in any way from the use of the goods by Buyers or its employees, agents, contractors, assigns, or successors.
F. SOLVEDIFY, INC. makes no indication whatsoever concerning whether any goods comply with the Occupational Safety and Health Act (OSHA), the Americans with Disabilities Act (ADA), or any other federal, state, or local regulation, law, ordinance, or ruling. SOLVEDIFY, INC. is not responsible for any use of the goods. Buyers will be responsible for the safe use of all goods.
Terms.
A. Terms and conditions are effective as of the date the buyers place a purchase order with Solvedify, Inc. or www.solvedify.com and will continue in effect until canceled by SOLVEDIFY, INC. in writing. Only appropriate management of SOLVEDIFY, INC. is authorized to execute business and estimates on behalf of SOLVEDIFY, INC.
B. SOLVEDIFY, INC. may cancel the sale of all goods not yet delivered, installed, and paid for by Buyers if:
(1) Buyers default on that or any other transaction at any time.
(2) Buyers default under any agreement at any time.
(3) Buyers make any misrepresentation to SOLVEDIFY, INC.
(4) Buyers are the subject of a proceeding under the bankruptcy laws; or
(5) It appears to SOLVEDIFY, INC. that Buyer's financial condition is such that Buyers will not be able to pay for the goods when payment is due.
Miscellaneous.
A. All notices required or permitted to be given under any negotiation will be in writing and will be considered to have been properly given on the date of actual receipt by the addressee if personally delivered to the party by hand delivery, overnight courier, next-day delivery guaranteed, or U.S. Mail. Each party will have the right from time to time to specify its address for purposes of any transaction at any other address in the United States of America on notice of the address, similarly given, to the other party.
B. SOLVEDIFY, INC. may assign and delegate any or all of its rights and duties under any negotiation at any time and from time to time without the Buyer's consent. Buyers may not assign or delegate any of their rights or duties under any negotiation with SOLVEDIFY, INC. without SOLVEDIFY, INC.'s prior written consent.
C. If causes or conditions beyond SOLVEDIFY, INC.'s control make it impossible or impractical for SOLVEDIFY, INC. to perform any sales transaction, SOLVEDIFY, INC. may cancel the sale by giving written notice to Buyers and refunding any deposit paid by Buyers.
D. Buyers shall pay SOLVEDIFY, INC. for reasonable costs, fees, and expenses (including attorney's fees and court costs incurred through appellate levels), incurred by SOLVEDIFY, INC. in the event of a controversy regarding ANY transaction or in collecting monies due or to become due or incurred in replevying the equipment because of Buyers ordering equipment and property from SOLVEDIFY, INC. or because of a breach by Buyers of any of its obligations hereunder. In the event litigation arises, the right of trial by jury is waived by both parties, and Buyers agree that the suit may be brought only in Collier County. These terms and conditions shall be governed and construed in accordance with the laws of the State of Florida.
E. Buyers agree to execute any further agreement (rental, lease, financing) to properly document the transaction. Buyers understand that he/she has the right to review such further agreement before the execution of any deal.
Security Interest.
Buyers grant to SOLVEDIFY, INC. a continuing purchase money security interest in all goods purchased from SOLVEDIFY, INC. by Buyers as security for the payment to SOLVEDIFY, INC. of the purchase price for goods sold by SOLVEDIFY, INC. to Buyers. Buyers authorize SOLVEDIFY, INC. to file UCC-1 Financial Statement(s) and all UCC continuation statement(s) and/or other UCC forms with the applicable state. Buyers agree to keep all proceeds of the collateral separate and identifiable; Buyers agree not to commingle the proceeds of collateral with other assets of Buyers until SOLVEDIFY, INC. is paid in full for that collateral. Buyers agree to execute any other documents requested by SOLVEDIFY, INC. to further evidence or perfect this security interest. Buyers grant SOLVEDIFY, INC. and its agents the right to enter any premises on which the collateral is situated to inspect, protect, preserve and remove the collateral and to enforce SOLVEDIFY, INC.'s security interest in the collateral.