TELE RADIO AMERICA LLC TERMS AND CONDITIONS
Subject to prior credit approval net thirty (30) days from date on invoice. All payments are to be made in U.S. Dollars after thirty (30) days from the earlier of (1) date on invoice or (2) receipt of merchandise. For any invoice not paid in full after the due date, the Customer shall be billed a service charge of one and one-half percent (1 ½ %) per month or the maximum permitted by law, whichever is less, until paid in full.
No shipment will be made if Customer’s account is past due. If orders at lower prices are delayed by past due accounts, higher prices will apply after date prices are increased.
All prices quoted by TELE RADIO LLC are in U.S. Dollars F.O.B. and are subject to change without notice, unless otherwise agreed to in writing by TELE RADIO LLC prior to the date of the invoice. Customer to pay all costs of transportation, insurance and taxes (including without limitation any sales, use or similar tax and any tax levied on or assessed to TELE RADIO LLC after the ordered products are delivered to Customer by reason of TELE RADIO LLC retention of title as provided herein.
Partial shipments on any order will be made at the discretion of TELE RADIO LLC or Customer’s request and payment terms shall be the same as outlined above.
Title for financial security purposes shall remain with TELE RADIO LLC until Customer has made payment in full and Customer agrees to cooperate with TELE RADIO LLC to execute such documents and to accomplish such filings or recordings as TELE RADIO LLC may deem necessary for the protection of its interests in the products shipped to the Customer, pending such payment.
Possession of the TELE RADIO LLC catalog and price list is not in itself an offer to sell. All purchase orders are subject to acceptance by TELE RADIO LLC. All of the products sold by TELE RADIO LLC are sold only on the terms and conditions stated herein and no waiver thereof shall be binding on TELE RADIO LLC, unless TELE RADIO LLC has agreed thereto in writing prior to the date of the invoice. All purchase orders, invoices and collection of the balances due TELE RADIO LLC, and all written contracts entered into by TELE RADIO LLC with Customer shall be construed under and governed by the laws of the State of Florida.
TELE RADIO LLC will not be bound by any term, condition, warranty, representation, promise or inducements whether written or oral, of any of its agents or employees which is not expressly set forth herein. Any express or implied term, condition, statement of warranty, statutory or otherwise, which is not expressly included herein is hereby excluded. Failure by TELE RADIO LLC to demand the performance of any term, condition or right hereunder shall not constitute a waiver of such term, condition or right or any other term or provision hereof.
Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is a conflict between any provision hereof and any law, statute or regulation, the latter shall prevail, and in such event, the provision hereof so affected shall be curtailed, limited and modified only to the extent necessary to bring the affected provision within the legal requirements and the remainder hereof, as so curtailed, limited and modified shall continue in full force and effect.
The design and specifications of any product in the TELE RADIO LLC catalog is subject to change without prior notice.
All unresolved disputes between TELE RADIO LLC and Customer must be resolved in a Court of competent jurisdiction in the County of Miami-Dade, State of Florida, where TELE RADIO LLC maintains its principal office, and Customer hereby consents to the jurisdiction of such courts and agrees to appear in any such action. The upon due process and written notice thereof. No action in any forum arising out of or connected with the products or services furnished by TELE RADIO LLC may be commenced by Customer more than one (1) year after the cause of action occurred. The prevailing party in any action to enforce payment or performance hereunder by Customer shall be entitled to recover all of its actual costs or collecting or enforcing its rights including reasonable attorney’s fees awarded by the Court.
In any transaction between TELE RADIO LLC and Customer related to any product sold by TELE RADIO LLC, the terms and provisions hereof shall constitute the entire agreement between TELE RADIO LLC and Customer and may not be amended, altered or changed except by a written agreement signed by the parties. In the event of a conflict or discrepancy between Customer’s purchase order and correspondence related to any purchase, the invoice of TELE RADIO LLC the terms and conditions herein prescribed shall supersede and control and nullify Customer’s conflicting documentation, and the transaction shall be interpreted for all purposes in accordance herewith.
Customer’s requests notwithstanding, TELE RADIO LLC reserves the right to make the final selection of the carrier for all shipments. The responsibility of TELE RADIO LLC ceases upon acceptance of the merchandise by the carrier. Customer’s claims for loss or damage in transit must be made with the carrier. TELE RADIO LLC will assist Customer in the presentation and prosecution of its claims. Loss or damage in transit shall not constitute an offset, a waiver, a curtailment or an abrogation of Customer’s duty to pay TELE RADIO LLC or to comply with the conditions hereof. TELE RADIO LLC will not be liable for late delivery and/or inability to perform hereunder, caused by any contingency beyond its control, including without limitation, strikes, riots, lockouts, war, accident, fire, flood, disaster, loss in transit by carrier, inability to obtain materials, subcontractor, supplier or customer caused delays, governmental or other limitations or restrictions on materials, labor, manufacturing, delivery or shipping, and upon the occurrence of such contingencies, the performance of TELE RADIO LLC shall be suspended and extended for a period of such contingency until it can be remedied, and thereupon Customer shall be obligated to accept such delayed performance without penalty to TELE RADIO LLC in any form. “Performance” hereunder includes without limitation, fabrication, assembly, shipment, delivery, repair or replacement.
For the safety of the Customer and the Customer’s employees or agents, the Customer agrees to follow the installation and operating instructions provided with the equipment and to have the equipment installed only by a qualified or licensed electrician. TELE RADIO LLC assumes no responsibility whatsoever for the incorrect or faulty installation of any of its products.
TELE RADIO LLC products are carefully tested and inspected at the factory and warranted to be free of material and workmanship defects for a period of twenty-four (24) months from date of shipment. The warranty by TELE RADIO LLC is restricted to the repair or replacement of any part which, proves to be defective and for which a claim is submitted to TELE RADIO LLC before its expiration date and does not apply to any defect arising from accident, misuse, improper or unauthorized adjustment or repair, or willful or negligent use. The warranty does not apply to batteries, nor does the warranty apply to normal wear and tear of any product. If Customer fails to make a claim in writing within five (5) days after delivery, it shall have no further rights against TELE RADIO LLC for shortage in count, imperfect manufacture, or any defect visible to or known to Customer at the time of delivery. TELE RADIO LLC is not responsible for any labor expended or materials used to replace or repair any equipment without its prior written consent. Customer must prepay all freight charges for merchandise authorized to be returned for repairs or replacement, or it will not be accepted. This warranty is contingent upon Customer’s full and timely compliance with all terms of payment set forth herein and is exclusive and in lieu of all other warranties expressed or implied, in fact or by operation of law or otherwise, including the implied warranty of merchantability or fitness for a particular purpose. TELE RADIO LLC shall have no liability or obligation to any person hereunder or otherwise resulting from Customer’s furnishing, sale, lease, repair or use of the equipment sold to Customer, and in no event shall TELE RADIO LLC be liable for special, indirect, collateral or consequential damages hereunder such as, but not limited to, anticipated lost profits, or any other economic loss claimed to arise from the use or in connection with TELE RADIO LLC equipment purchased pursuant to these provisions and warranty.
Only merchandise not conforming to factory specifications of the manufacturer may be returned. In no event will TELE RADIO LLC accept the return of merchandise based on subjective reasoning such as, but not limited to, non-applicability of the merchandise for specific use. Any merchandise returned without the prior written consent of TELE RADIO LLC will be refused. Requests for permission to return must list the quantity, catalog number, original purchase order number, original invoice number, and a concise informative reason for the request. If permission is granted, a numbered return authorization code (RAC) will be forwarded showing the details of the basis for shipment to be made and for credit to be issued. This RAC will constitute the entire agreement for the return and should be reviewed carefully before the return shipment is made. The RAC automatically expires and becomes void forty-five (45) days after it is issued, and no merchandise will thereafter be accepted for return. No request for return will be honored thirty (30) days after the date of the original invoice. No returns can be made on specialty or custom-made items except for defects proved to be the fault of TELE RADIO LLC. All returns are subject to a 25 % restocking charge, plus any costs of reconditioning, which in the exclusive judgment of TELE RADIO LLC is deemed necessary. Customer must prepay all freight charges on RAC shipments or they will not be accepted.
The foregoing terms and conditions are effective as of July 1, 2010, and are by this reference incorporated into every contract and invoice between TELE RADIO LLC and customer.