1. Invoices must be rendered in duplicate not later than the day following shipment. Attach bill of lading or express receipt to each invoice.
2. Deliveries must be made to KRUSECOM’s loading dock ATTN: Carl Saracino, not to individuals or departments.
3. Extra Charges. No additional charges of any kind, including charges for boxing, packing, cartage, or other extras will be allowed or paid unless specifically agreed to in a writing in advance signed by a KRUSECOM representative holding the title of Vice President or higher.
4. Payment. It is understood that the cash discount period will date from the receipt of the goods or from the date of your invoice, whichever is later. C.O.D. shipments will not be accepted.
5. Quantities. The specific quantity ordered must be delivered in full and not be changed without KRUSECOM’s written consent. Any unauthorized quantity is subject to KRUSECOM’s rejection and return at Seller’s expense.
6. Price. If a price is not stated in this order, it is agreed that the goods shall be billed at the price last quoted, or billed at the prevailing market price, whichever is lower. This order must not be filled at a higher price than last quoted or charged without KRUSECOM’s specific authorization.
7. Law. Seller represents that the merchandise covered by this order was not manufactured and is not being sold or priced in violation of any federal, state or local law. Furthermore, Seller consents to exclusive jurisdiction and venue of the Courts of Palm Beach County Florida.
8. Fair Labor Standards Act. Seller agrees that goods shipped to Buyer under this order will be produced in compliance with the Fair Labor Standards Act.
9. Warranty Specifications. Seller expressly warrants that all the goods, materials and articles covered by this order or other description or specification furnished by Buyer will be in exact accordance with such order, description or specification and in all cases free from defects in material and/or workmanship, and merchantable. Such warranty shall survive delivery, and shall not be deemed waived either by reason of acceptance or payment.
10. Cancellation/Disputes. KRUSECOM reserves the right to cancel all or any part of the undelivered portion of this or any other order if Seller does not make deliveries as specified, time being of the essence, or if Seller breaches any of the terms including, without limitation, the warranties of Seller. Seller and KRUSECOM agree that in the event of dispute, claim, suit or action, that the prevailing party shall be entitled to attorney’s fees and costs from the other party, whether the same are incurred prior to trial, at trial or at any appellate level. Further, KRUSECOM and Seller agree that exclusive jurisdiction and venue for any dispute relating to any Purchase Order shall be in the courts located in Palm Beach County, Florida.
11. Inspection and Acceptance. All goods shall be received subject to KRUSECOM’s [or its customers’] right of inspection and rejection which inspection and rejection may occur within one (1) year of receipt. Defective goods or goods not in accordance with Buyer’s specifications will be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at Seller’s expense. If inspection discloses that part of the goods received are not in accordance with Buyer’s specifications, Buyer shall have the right to cancel any unshipped portion of the order. Payment for goods on this order prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that Buyer may have against Seller.
12. Patents. Seller warrants the material purchased hereunder does not infringe any letters patent granted by the United States and covenants and agrees to save harmless and protect Buyer, its successors, assigns, customers and users of its product, against any claim or demand based upon such infringement, and after notice, to appear and defend at its own expense any suits at law or in equity arising therefrom.