International Terms of Sale

International Terms of Sale

OUR GUARANTEE

Interstate Products, Inc. (IPI) stands behind every product we sell and is dedicated to providing unsurpassed service and support to our customers. The suppliers and manufacturers we represent are the very best in the business and offer the brands you know and trust. All products are of the highest quality and are guaranteed against defects in workmanship or materials. If you receive a product that does not perform as advertised, please call our Customer Service Department at (941)377-8610 so we can take immediate action to resolve any concern you may have regarding your purchase. You have our pledge that we will do our best to ensure your complete satisfaction. Notwithstanding anything stated in this paragraph, all guarantees of IPI are subject only to and limited by the terms of the LIMITED WARRANTY set forth below.

SALES POLICY

The identity of each Purchaser must be fully disclosed at the time an order is accepted by IPI. IPI reserves the right to request documentation confirming the Purchaser's identity and to verify same. Possession of, or access to, an IPI catalog, literature, or website(s) does not constitute the right to purchase from IPI. IPI reserves the right to correct publishing errors. Any and all published prices are subject to change without notice. All sales by IPI are subject to these terms and conditions. Purchaser acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by IPI. IPI reserves the right to withdraw or cancel any offer or order if it is determined to be in violation of any U.S. laws or regulations governing export transactions. Sales to certain individuals or entities may be prohibited under applicable regulations of the U.S. Treasury Department.

MODIFICATION OF TERMS

All orders to purchase IPI products are subject to acceptance by IPI. IPI's acceptance of any order is conditioned upon the Purchaser's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Purchaser shall be binding upon IPI unless agreed to by IPI in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Purchaser that are contrary to the applicable terms and conditions herein, IPI's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Purchaser, and will not constitute a waiver by IPI of any of the terms and conditions pursuant to which this agreement is made. Unless different terms are otherwise specifically agreed to in writing and countersigned by IPI, the terms set forth herein will govern all orders accepted by IPI.

THESE TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN IPI SUPPLY AND THE PURCHASER, AND SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF FLORIDA AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

PRICES

All published prices are in U.S. Dollars and must be paid in U.S. Dollars and do not include freight, handling fees, or taxes and/or duties. Pricing for Products destined for delivery outside of the contiguous United States may vary. In the event of a publishing error, IPI reserves the right to charge the correct price. IPI works diligently with our suppliers to maintain pricing but they are subject to change according to market conditions and pricing of market sensitive commodities. Accordingly, ANY AND ALL PRICES listed are subject to change or correction without notice. Prices on large quantities or for other items not found on our website or other publications are available by request. Please contact our Product Specialists for a quotation on these items. In the event that the sale to a particular destination or Purchaser requires an export license, additional charges will apply.

SALES TAX, DUTIES AND IMPORT FEES

Purchaser assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. State and local sales tax will be applied to items sold to customers in the state of Florida unless sales tax exemption certification has been provided.

PAYMENT TERMS

Unless otherwise specified in writing, payment in advance of shipping is required. IPI accepts payment by check (drawn on a domestic bank only), wire transfers, and/or by irrevocable letter of credit issued by a U.S. bank subject to IPI approval of the terms of the letter of credit. Payments must be made in U.S. Dollars.

CREDIT BALANCE

Purchaser agrees that any credit balances issued will be applied within on (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND IPI SHALL HAVE NO FURTHER LIABILITY.

SHIPPING, DELIVERY AND FREIGHT POLICY

All quoted delivery dates and/or periods are approximate. The delivery periods shall commence when IPI has acknowledged receipt of complete specifications and/or applicable documents required to effect shipment, such as full payment in advance, any applicable export license, any import license or documentation required by the destination port, exchange permit, shipping instructions, etc. Risk of loss or damage for products and title to products shall pass to Purchaser when the products are made available to the Purchaser at the IPI designated factory or warehouse location or upon release to the Purchaser's freight forwarder or designated carrier in the United States, as indicated by Purchaser. Upon such release, IPI will have fulfilled its obligations under the shipping terms specified herein. Purchaser shall be responsible for obtaining insurance, export clearance and handling all other paperwork. If product is damaged in transit, Purchaser must file claim exclusively with airline, carrier, vessel and/or insurance company. Additional terms and conditions may apply to certain export orders, at IPI's option.

International orders are shipped Ex Works Sarasota or Bradenton, Florida or the factory designated by our suppliers. All shipping terms shall have meaning set forth in the Uniform Commercial Code (the "UCC") for domestic sales or in INCOTERMS 2000, as published by the International Chamber of Commerce, Paris, France for international sales. Purchaser must specify and be responsible for shipment specifications, including method and route of shipment, unless other arrangements are specifically agreed upon with IPI. IPI will quote prices for insurance and/or freight upon request. All shipment and insurance costs will be borne by Purchaser. Notwithstanding the foregoing or the provisions of the UCC or INCOTERMS, title to the goods, and all accessions to or products of the goods, shall remain with IPI until payment in full of the purchase price (including any freight costs, if applicable) is made by the Purchaser. In the event that IPI and Purchaser have made any changes to the payment terms hereof, or the funds advanced by Purchaser do not clear after the goods have been released to Purchaser's designated carrier, to the extent legal title to the goods shall be deemed by law to pass to the Purchaser at the time such delivery, the Purchaser hereby grants, and by acceptance of the goods shall be deemed to have granted, to IPI a first security interest and charge in all goods so delivered to secure payment of the purchase price and other amounts owing by the Purchaser hereunder in connection with the sale in question. IPI may reclaim any goods delivered to the Purchaser or in transit if the Purchaser shall fail to make payments when due. IPI reserves the right to make delivery in installments; and all such installments, when separately invoiced, shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries.

INSPECTION AND ACCEPTANCE

Claims for damage, shortage or errors in shipping must be reported within one (1) business day following delivery to the Purchaser. Purchaser shall have five (5) business days from the date Purchaser receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify IPI, of any defects, nonconformance or rejection of such products. Claims for shortages or other errors must be made in writing to IPI within five (5) business days after receipt of shipment, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser. After such acceptance, Purchaser shall have no right to reject the products for any reason or to revoke acceptance. Purchaser hereby agrees that such five (5) business day period is a reasonable amount of time for such inspection and revocation. Purchaser shall have no right to order any change or modification to any product or services previously ordered by Purchaser or its representatives or cancel any order without IPI's written consent and payment to IPI of all charges, expenses, commissions and reasonable profits owed to or incurred by IPI. Specially fabricated, custom or built-to-order products may not be canceled or returned and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer's inspection and warranty and subject to the terms of the LIMITED WARRANTY set forth below.

LIMITED WARRANTY

IPI'S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCT'S MANUFACTURER. IPI MAKES NO EXPRESSED OR IMPLIED WARRANTIES. IPI HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NO WARRANTY WILL APPLY IF ANY PRODUCTS ARE IN ANY WAY ALTERED OR MODIFIED AFTER DELIVERY BY THE PURCHASER.UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL IPI BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY IPI. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL IPI'S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S); NO ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP OR DAMAGE RESULTING FROM THE SAME. IPI'S SOLE LIABILITY SHALL BE LIMITED TO REPAIR, REPLACEMENT, CREDIT OR REFUND, AT IPI'S OPTION, OF PRODUCTS RETURNED TO IPI BY PURCHASER. IPI MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.

PRODUCT RETURNS

All product returns must be authorized by IPI. If you would like to return a product, please contact Customer Service at (941) 377-8610 for return instructions. Products that are stocked by IPI may be returned within 30 days for credit, exchange or refund. The Purchaser is responsible for shipping costs both ways. For returns after 30 days and up to 90 days from the shipping date, a restocking charge of 20% will be applied. Returns after 90 days from ship date will not be accepted. A Purchaser may only return a product provided it is in new condition, suitable for resale in its undamaged original packaging and with all its original parts and it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. Any product that is returned not in this condition, the Purchaser will be charged a deduction for the cost of putting the product in a salable condition. Non-stock items may be returned only if the manufacturer will accept the return. Specially fabricated, custom or built-to-order products may not be returned, and no refund will be made. IPI reserves the right to refuse any return not in compliance with the above. Products cannot be shipped back without authorization from IPI and any products returned unauthorized will cause your credit to be delayed or denied. Please return all products duty paid (if applicable), freight prepaid as no COD or Freight Collect shipments will be accepted.

DESCRIPTIVE LITERATURE AND SUBSTITUTES

Although IPI has used reasonable effort to accurately illustrate and describe the products in all catalogs, product brochures, websites, photographs and other illustrations, they are a general representation of the products. Such illustrations and descriptions are for the sole purpose of product identification and do not express or imply a warranty affirmation of fact, of any kind or a warranty or affirmation of fact that the products will conform to their respective illustrations or descriptions. IPI expressly disclaims any warranty or affirmation of fact, express or implied, other than as set forth in the Warranty Statement above. IPI reserves the right to make changes or substitutes in design, specifications or materials which in IPI's opinion are an improvement or necessary because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.

PRODUCT SUITABILITY

Many countries and localities have laws, codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in other areas. IPI cannot guarantee compliance, and is not responsible for how its products are installed or used. The Purchaser assumes responsibility for compliance with all applicable laws, safety standards and regulations in the countries in which the products will be shipped, sold and used. Before purchase and use of a product, please review the product application and local codes, laws and regulations to be sure that the product, installation and use will comply. The Purchaser, at its own expense, is responsible for applying for and obtaining any permits and inspections required for the installation and/or use of our products. Any recommendations made by IPI concerning compliance, use, design, operation or application of the products shall not be construed as representations or warranties, expressed or implied and shall not impose any liability upon IPI.

INDEMNIFICATION

IPI shall not be responsible for any losses or damages sustained by the Purchaser or any other person as a result of improper installation or misapplication of the products. The Purchaser shall defend, indemnify and hold harmless IPI and its owners, agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, IPI's owners, employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by the Purchaser or of the information, designs, services or other work supplied to the Purchaser, whether caused by the concurrent and/or contributory negligence of Purchaser, IPI, or any of their owners, agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

EXCLUSION OF CONSEQUENTIAL DAMAGES

IPI specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages for lost profits or revenues, loss of use of products or any associated equipment, cost of capital, facilities, property or services, bodily or emotional injury or loss of life, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss.

EXPORT PACKAGING, PRINCIPAL PARTY AND DOCUMENTATION

Product prices include IPI's standard commercial packing and depending on whether the shipment is made by air or ocean, the Purchaser shall bear any additional expenses required to satisfy packaging specifications or requirements. It is specifically agreed that Purchaser shall be the foreign principal party in interest and/or that its freight forwarder shall act as Purchaser's agent in such capacity for Export Administration Act or other applicable purposes; and Purchaser and freight forwarder shall assume responsibility for all export or routed transactions documentation. At IPI's request, Purchaser or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Purchaser or its freight forwarder related to sales to them by IPI.

EXPORT CONTROLS AND REGULATIONS

Purchaser represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Purchaser shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.

U.S. FOREIGN CORRUPT PRACTICES ACT

Purchaser acknowledges that there is no agency relationship between the Purchaser and IPI, and further represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.

NO AGENCY RELATIONSHIP

There is no agency relationship between IPI and Purchaser. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Purchaser is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, IPI.

COUNTRY OF IMPORTATION AND ANTI-DIVERSION

Purchaser represents that it is purchasing products from the United States and importing them to the country specified in Purchaser's and IPI's documentation. Purchaser agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by IPI, Purchaser shall provide documentation satisfactory to IPI verifying delivery at the designated country. Purchaser further agrees to inform IPI at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but IPI shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless IPI expressly agrees to do so.

PERMITS, EXPORT LICENSES

Purchaser shall be responsible for any additional costs that IPI may incur, if required by U.S. law, in connection with obtaining any export licenses or other official authorizations that may be required by the U.S. under the Export Administration Act, State Department Regulations, U.S. Treasury Regulations, or other applicable legislation or regulations.

MANUFACTURERS WARRANTIES AND SALES LITERATURE

Most of the products supplied to IPI are warranted to the final consumer by their manufacturer and copies of such warranties are available from the manufacturer. As a service, IPI will obtain copies of consumer warranties from the warrantor and will furnish them free of charge to customers who request them. Address requests to: Interstate Products, Inc., 3921 Sawyer Road, Sarasota, FL 34233 USA. Requests must include the IPI order number and the manufacturer's model number of each product for which a copy of the warranty is requested. IPI may also furnish sales brochures and other literature of the manufacturer. IPI assumes no responsibility for the content of such warranties or sales literature by performing this service.

TRADEMARKS, COPYRIGHTS AND DOMAIN NAMES

Purchaser acknowledges that it has no right, title or interest in the trademarks or copyrights in the products, or any other intellectual property rights of IPI or the manufacturer in the products, including but not limited to any patents, and Purchaser covenants that it will take no action to register or otherwise interfere with such rights, and that it will not copy, reverse engineer or otherwise infringe on any such intellectual property rights.

GOVERNING LAW AND LIMITATIONS

The rights and obligations of the parties under these Terms and Conditions shall be governed by the laws of the State of Florida, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. The parties explicitly hereby reject the application of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods to the interpretation of this agreement. Notwithstanding the foregoing, any legal action by Purchaser with respect to any transaction must be commenced within one year after the cause of action has arisen.

DISPUTE RESOLUTION

Actions by IPI for nonpayment by the Purchaser of the purchase price of products sold by IPI, or for redress of other breaches by the Purchaser of the Terms and Conditions of Sale, may be brought by IPI, at its option, before any United States judicial court of competent jurisdiction sitting in Florida. At IPI's option, disputes between the Purchaser and IPI, including all claims for non-performance by IPI, shall be finally settled by binding arbitration in the State of Florida, USA in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Florida, United States, and the language of the arbitration shall be English.

FORCE MAJEURE

IPI shall not be liable for any loss or damage as a result of IPI's delay in or failure of delivery due to any cause beyond IPI's reasonable control, any act of God, act of the purchaser, embargo or other governmental act, authority, regulation or request, fire, theft, accident, strike, slowdown or other labor disturbance, war, riot, delay in transportation, inability to obtain necessary labor, materials, component, supplies or facilities, inability to obtain necessary export licenses, import licenses, exchange permits, etc. Should any of the aforementioned events of force majeure occur, IPI, at its option, may cancel Purchaser's order with respect to any undelivered goods or extend the delivery date for a period equal to the time lost because of delay. Notice of such election shall be given promptly to the Purchaser. In the event IPI elects to cancel the order, IPI shall be released of and from all liability for failure to deliver the goods, including, but not limited to, any and all claims on behalf of the Purchaser for lost profits, or for any other claim of any nature which the purchaser may have. If shipping or progress of the work is delayed or interrupted by the Purchaser, directly or indirectly, the Purchaser shall pay IPI for all resulting additional charges.

SEVERABILITY

If any provision of these Terms and Conditions of Sale shall be deemed invalid or unenforceable by a court of competent jurisdiction, such invalid or unenforceable term shall not affect the validity and enforceability of any other legal provisions hereof. The invalid or unenforceable term shall be redefined, or a new enforceable term provided such that the intent of IPI and Purchaser in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

WAIVER

The failure of either IPI or Purchaser to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.

NO THIRD PARTY BENEFIT

The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party here to.

COMPLETE AGREEMENT

These terms and conditions, together with any other terms and conditions that IPI publishes or makes available to Purchaser on an invoice or a packing slip, at any website or in any document including, without limitation, those involving export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between IPI and Purchaser pertaining to the subject matter of this agreement.

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