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Terms and Conditions of Sale
GALAXY AMERICA, INC. (“Company”) hereby offers its products for sale
to the buyer described on the front of this form (“Buyer”) upon the terms
contained herein (“Terms”). Buyer hereby expressly agrees that the Terms
shall govern the contract of sale between Company and Buyer. If any terms
differ between this document and any Buyer-drafted document, these
Terms shall govern and control.
A. GENERAL CONTRACT TERMS & CONDITIONS
1. Company agrees to honor all price quotations for 30 days from the
date of the quotation (subject to the availability of the goods as of the
date the order is conrmed by the Company).
2. Order acceptance by Buyer constitutes an unqualied acceptance of
Company’s written quotation and its contents, conditions, and Terms.
3. Buyer’s acceptance of the goods at delivery is conclusive evidence
Buyer accepts the goods’ condition.
4. Buyer shall maintain in force, and shall continue to maintain in force at
all times while it owns or operates the goods being sold by Company,
insurance with a carrier(s) with nancial strength of at least A- VIII or
better as dened by AM Best sufcient to cover any and all general
and product liability claims which may be brought with respect to the
goods.
B. CHANGES IN PRODUCT SPECIFICATIONS
Descriptions, illustrations, specications, drawings, and particulars of
weights and dimensions in quotes, proposals, catalogs, advertisements,
or any other documents are approximate only. Company’s goods include
design and artistic work that is not capable of precise denition and
Company’s obligation to supply goods to Buyer is limited to supplying
goods reasonably in compliance with any specications provided.
Company reserves the right to change its products at any time without
notice, including changes in materials, dimensions, colors, and design.
C. COMPLAINTS AND WARRANTY
1. Any implied warranty of merchantability, implied warranty of tness,
and warranty of title is excluded from this Contract. There are no
warranties which extend beyond the description on the face hereof.
Company’s liability with respect to any defect in goods or for any loss,
injury, or damage attributable thereto shall be limited to one of the
following as determined by the Company in its sole and absolute
discretion: (a) repairing defective goods at the Company’s facilities
with Buyer being responsible for transporting the goods to and from
the facilities and all costs of repair, or (b) supplying new goods in
exchange for defective goods. In no circumstance shall Company be
liable for consequential losses or damages.
No claim against Company shall be valid unless and until: (a) the
claim is specically detailed in writing to Company within the specic
warranty period of the goods’ delivery date, and (b) Company has
examined the goods (in the case of returned goods), and (c) goods are
installed and demonstrated at the time of installation by the Company
or installed by Buyer as directed by the Company.
2. Buyer agrees that the goods have a limited life, the length of which
is determined by the amount of use. Consequently, goods used
extensively will not last as long as goods used occasionally. Buyer
agrees that it has no claim for any loss or damage because of goods
deteriorating through use. Play items tted on an inatable are
subjected to abnormal wear and shall not be the subject of a warranty
claim of any nature.
Any defect arising from misuse, abuse, or disregard of the Company’s
operation instructions automatically invalidates any and all warranties.
Rubber heads, horns and ears, bull hide, grab ropes, jack plug and
sockets for connections, carpet/vinyl base, foam podiums, fom
sweeper arms, graphics and artwork are not covered by any warranty
whatsoever.
3. All goods returned to Company for work under warranty or work
undertaken at Buyer’s request and at its cost, shall be returned in a
clean and dry condition properly rolled and/or packed. Should the
Company judge that the goods are not in t condition as to cleanliness,
Buyer shall bear all costs of putting such goods in t condition by
removing them for cleaning or providing labor to return the goods
to t condition. Whether repair work is done under warranty or upon
Buyer’s commission. Buyer is responsible for the cost of shipping
goods to and from the Company.
4. The inatable cushion is covered for two years. All warranties do not
cover normal wear, tear, abuse or accidental damage. If the warranty is
not validated by a completed Certicate of Training within one month
of Purchase the warranty is voided.
5. All goods should be returned to the Company for work under warranty
or work undertaken at Buyer’s request. Any “Do It Yourself” (DIY) repair
performed by the Buyer or the Buyer’s contractor or service provider
voids our warranty and transfers liability for any damage during the
repair or for any damage as a result of the repair to the Buyer and/
or contractor and/or service provider performing the aforementioned
repair.
D. PRICES
Unless otherwise agreed to in writing by Company and Buyer:
1. All prices quoted are for goods F.O.B. 7431 Sawyer Circle, Port
Charlotte, FL 33981, and exclude all taxes and other charges, including
but not limited to, import duties, landing, and warehousing charges;
2. A 50% nonrefundable deposit is due on the date of Buyer’s order; and
3. The balance is due in cleared funds prior to the delivery date.
4. Company reserves the right to change the price in the event of
uctuations in the cost of labor, materials, currency exchange rates, or
import duty occurring during the manufacturing process.
E. FINANCING
1. In the event the goods are nanced, the goods remain the property
of the Finance Company until the Finance Company is paid in full.
Buyer is expressly prohibited from selling, parting with possession,
leasing, or in any other way disposing of the goods. A Buyer nancing
the purchase of Company’s goods agrees to keep the goods in good
condition, in full working order, and fully insured with Company as
a named insured during the nancing term. If Buyer (a) fails to pay
Company any sums due in accordance with the nancing terms, (b)
breaches any of these Terms, or (c) les for bankruptcy protection,
Company shall be entitled to immediately repossess the goods.
2. Notwithstanding anything herein, Company is not obligated to retake
possession of the goods. If Company does not repossess the goods,
Buyer is responsible for the full price of the goods should the goods
be damaged or destroyed or become unusable due to changes in the
law, imposition of taxes, or any other reason.
F. DELIVERY
1. Shipping dates are an indication of endeavour to comply, but not
guaranteed and are not the essence of any contract. All goods are
shipped on an ex works basis; the goods must be paid in full with
cleared funds prior to dispatch. The customer is responsible for the
cost of shipping.
2. Delivery is made as of the date the Company designates in its notice
to Buyer that the goods are available to Buyer at Company’s facilities
at 7431 Sawyer Circle, Port Charlotte, Florida, 33981.
3. Risk of loss is Buyer’s on the delivery date described above
notwithstanding Buyer’s failure to take possession of the goods.
Company shall not be liable for consequential loss or any other loss or
damages, whatsoever.
4. Buyer expressly agrees that it is solely responsible all costs and
arrangements for picking up, loading, shipping, and insuring the
goods from Company’s facilities on the delivery date.
G. EXPORT/IMPORT
1. This sales contract is subject to Company’s ability to obtain any
necessary export permissions.
2. Buyer solely responsible for obtaining all necessary import permissions.
H. COPYRIGHT AND TRADEMARK
1. All Company prepared proposals, drawings, designs, brochures,
and other materials remain the Company’s property and shall not
be reproduced in any manner without Company’s prior written
permission.
2. If Buyer provides Company with any specications or descriptions
for use in manufacturing goods, Buyer shall indemnify Company
against any claims that the use of such specications or descriptions is
improper or infringes upon the intellectual property rights of another.
3. Company reserves the right to display Company’s trademark on
all goods. Buyer will not remove or deface Company’s trademarks,
and Buyer will prevent the removal or defacement of Company’s
trademarks.
I. GOVERNING LAW AND NOTICE
The contract between Company and Buyer shall be governed by the laws
of the State of Florida. The Company’s Terms and Conditions supersede all
others and are nal. All notices to Company or Buyer shall be by overnight
delivery to the addresses listed for the company.