Creonix LLC - Quality, Intergrity, Passion

Terms & Conditions

These terms and conditions govern the sale of all products and services ("Products") by Creonix LLC ("Seller") and apply notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other document or communication ("Purchase Order") from Buyer. These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of Seller. Neither Seller's acknowledgement of a purchase order nor Seller's failure to object to conflicting, contrary or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.


1. ORDERS. Orders shall be initiated by Buyer issuing a Purchase Order or otherwise placing an order by electronic means acceptable to Seller. Orders shall identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. All orders are subject to acceptance by Seller. Seller reserves the right to allocate sales of Products among its customers in its sole discretion. Notwithstanding any provisions of these Terms and Conditions to the contrary, orders for special, custom, value-added and other non-standard Products, including Products to be assembled in kit form are non-cancelable. No order may be cancelled, rescheduled, reconfigured or assigned without Seller's prior written authorization, which approval shall be in Seller's sole discretion. In the event Seller consents to Buyer requested change, Buyer will be liable to Seller for any and all additional costs and expenses incurred by Seller, including, but not limited to, additional labor and set up costs, additional shipping expenses, variation in material costs due to price changes and/or volume adjustments, etc. Further, Seller may require payment by Buyer to cover material costs already incurred by Seller if such requested rescheduling of delivery is not within the Purchase Order performance period. Any changes pursuant to this Paragraph shall be in writing.


2. PRICES. Prices shall be specified by Seller and shall be applicable for the period specified in Seller's quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in Seller's costs or other circumstances beyond Seller's reasonable control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees and import duties. If Seller shall be liable for or shall pay any of the foregoing, same shall be paid by Buyer to Seller in addition to the price of the Products.


3. TERMS OF PAYMENT. Payment shall be net thirty (30) days from date of invoice or as otherwise specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Seller which may be in its sole discretion at any time change the terms of Buyer's credit, require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the Products if Seller believes in good faith that Buyer's ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Buyer. Buyer agrees to submit such financial information from time to time as may be reasonably requested by Seller for the establishment and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer's liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance. Seller may charge interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half (1-1/2%) percent per month or such lower or higher rate as may be the maximum allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorneys fees.


4. DELIVERY AND TITLE. All shipments by Seller are F.O.B. point of origin and all transportation charges shall be paid by Buyer in addition to the price of the Products. Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer, however, title shall remain in Seller until Buyer makes payment in full for the Products. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Seller shall use reasonable efforts to initiate shipment and schedule delivery as close as possible in Buyer's requested delivery dates. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. Seller reserves the right to make deliveries in installments. Delivery of a quantity which varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the products delivered. Delay in delivery of one installation shall not entitle Buyer to cancel other installments.


5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Inspection and acceptance of the Products shall be Buyer's responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within ten (10) days after delivery of the products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment quantity or damage within ten (10) days after delivery.


6. FORCE MAJEURE. Seller shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts omissions of civil or military authority, Government priorities, chances in law, materials, shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources or due to the item being in an allocation status. Seller's time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any other or remainder thereof without liability by giving notice of such cancellation to Buyer.


7. SELLER'S LIMITED WARRANTY. Seller warrants to Buyer that upon delivery to Buyer the Products purchased hereunder shall conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by Seller on such Products shall conform to applicable Buyer's specifications relating to such work. Seller makes no other warranty, express or implied with respect to the Products. In particular, seller makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose or use or respecting infringement. With respect to Products which do not meet applicable manufacturer's specifications and with respect to value-added work by Seller which does not meet applicable Buyer's specifications. Seller's liability is limited, at Seller's electron, to (1) refund of Buyer's purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products, provided, however, that such Products must be returned to Seller within thirty (30) days from date of delivery, transportation charges prepaid. Seller shall transfer to Buyer whatever transferable warranties and indemnities Seller receives from the manufacturer of the Products.


8. LIMITATION OF LIABILITIES. Buyer shall not in any event be entitled to, and Seller shall not be liable for indirect, special, incidental or consequential damages of any nature including, without limitation, business interruption costs, removal and/or reinstallation costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, even if Seller has been advised of the possibility of such damages. Buyer's recovery from seller for any claim shall not exceed Buyer's purchase price for the products giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise, Seller shall not be liable for and the Buyer shall indemnify, defend and hold seller harmless from any claims based on Seller's compliance with Buyer's design, specifications or instructions, or modification of any products by parties other than Seller, or use in combination with other products.


9. STATEMENTS AND ADVICE. If statement or advice, technical or otherwise, are offered or given to Buyer, such statements or advice shall be deemed to be given as an accommodation to Buyer and without charge unless otherwise specified and Seller shall have no responsibility or liability for the content or use of such statements or advice.


10. ELECTRONIC DATA INTERCHANGE. If Creonix, LLC and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby, or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Creonix, LLC and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by Creonix, LLC regarding EDI purchases made by customer shall be controlling.


11. GENERAL. As used herein terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party by operation of law, merger or otherwise, without the prior written consent of the other. Any attempted or purported assignment shall be void. Notwithstanding the foregoing, Seller's obligations under these Terms and Conditions may be performed by division, subsidiaries or affiliates of Seller. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida excluding any law or principle, which would apply the law of any other jurisdiction.


12. ACCEPTANCE AND CANCELLATION OF ORDERS. Any contract for the sale of goods made between the Buyer and Seller may be cancelled by Buyer only upon the advance written consent of the Seller (which it may withhold in its sole discretion). As a condition to receiving Seller's written consent, Buyer shall pay all reasonable cancellation and restocking changes incurred by Sellers Due to Buyer's cancellation of the order.