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TERMS AND CONDITIONS OF SALE
These terms and conditions, the attendant quotation or acknowledgement, and all documents incorporated by reference therein, are binding upon the Buyer and constitute the entire agreement between Buyer and SC Capital Ventures, Inc (“Next Level”) regarding Next Level’s sale of goods to the Buyer. Unless specifically indicated to the contrary within Next Level’s proposal or acknowledgement, and authorized in writing signed by an Officer of Next Level, the following conditions will apply to this proposal or acknowledgement, and will override any contradictory terms and/or conditions shown on any “requests for proposals,” “specifications,” “bid packages,” purchase orders, contracts, etc. that are provided by the Buyer. Issuance of a purchase order to Next Level shall constitute acceptance of the following conditions.
ACCEPTANCE – The terms and conditions shall apply to sales from Seller to Buyer and to any quotation by the Seller or its authorized representatives for sales. Acceptance by Buyer of any offer or quotation from Seller must be made on the exact terms and conditions contained herein, unless specified in writing by the Seller.
PRICING – All prices are F.O.B. Next Level Facility in Vero Beach, FL. All orders are subject to final review and acceptance by Next Level Corporate Officers, to whom is granted the sole authority to offer to or enter into contractual agreements on behalf of the Corporation. Prices are subject to change without notice. Next Level’ prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or similar tax applicable to the manufacture, sale, purchase or use of the goods sold hereunder shall be paid by Buyer. In lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
QUOTATION PERIOD – Quotations are held open for thirty (30) days from the date of the quotation unless otherwise specified by Seller. Prices will be firm for orders scheduled by Seller to be delivered within normal production schedules after acceptance of the order unless specified in the quotation.
TERMS OF PAYMENT – (Subject to Credit Approval) Standard product terms of payment are net ten (10) days from date of shipment unless otherwise specified and approved by Next Level Credit Department. A service charge of 1-1/2% per month for overdue invoices may be applied. Orders over $75,000 net will be 25% upon receipt of order, 50% before delivery and the remaining 25% due net 10 days.
TAXES – Customer will be solely responsible for payment directly to taxing authority or reimbursement to Seller, when paid by Seller, of all sales, use or similar taxes, and any duties or permits or any other fees imposed upon this transaction by any level of government whether due at the time of sale or later (excluding Seller’s income taxes).
FREIGHT CHARGES – Delivery is F.O.B. shipping point. Shipments will be forwarded on a collect basis or 3rd party billing. Buyer assumes full responsibility for payment of all freight bills unless otherwise specified in writing. Buyer also assumes responsibility for 3rd party’s performance of proper receiving and claim administration in the handling of Seller’s shipments.
FREIGHT ESTIMATES – Buyer fully understands that Seller furnishes freight estimates in good faith as a customer service based on recent carrier quotations. Buyer hereby agrees to pay any freight charges that are in excess of the amount stated in Seller’s quotation. Buyer is encouraged to obtain such estimates direct from freight lines.
DELIVERY SCHEDULE – Every effort is made to meet scheduled shipping dates which are approximate and not guaranteed. Next Level shall not be liable for damages or loss occurring through early or late shipments unless otherwise agreed to in writing.
INSTALLATION – Unless otherwise stated, the following criteria applies to project quotes that include an on-site installation scope of work: a. Site Conditions – free and clear area, ambient temperature b. Buyer to provide electric power, lighting, heating, comfort facilities, dumpster for dunnage, functional dock doors c. Labor – will be non-union workers working standard shift hours Monday – Saturday d. Lift equipment to perform the work is included e. Unloading of material at the site is included f. Permits, Licenses, Fees, or Bonds that may apply are excluded
LIENS: SECURITY INTEREST – Next Level will protect Customer against any lien asserted against Customer’s property for materials or services furnished by others under contract with Next Level, provided that Customer makes the payments required under this Contract and provides Next Level timely notice of lien claims. Customer grants Next Level a security interest in any and all Goods purchased hereunder, until the purchase price is fully paid, and upon request will sign a financing statement evidencing the security interest.
SECURITY INTEREST – Buyer, upon receipt of Seller’s product, hereby grants to Next Level a security interest in the product which is the subject of this sale to secure performance and payment of all obligations and indebtedness of buyer to Next Level, and Buyer hereby agrees and understands that in the event of default by Buyer, Next Level may enter upon any premises on which the product or any part thereof may be located, take possession and remove the same therefrom by lawful means.
CHANGE ORDERS – If the Buyer desires to make a change to an order, Next Level will attempt to accommodate the request without cost to the Buyer. However, if materials have been ordered and/or fabricated for the specific project in question, additional drawings or extensive additional engineering time is required, or additional shipping costs will be incurred, the costs of the change will be calculated and presented to the Buyer for approval prior to initiating the change. Buyer accepts responsibility for the costs of such changes, which will reflect time and material costs, with a minimum Change Order amount of $100. No changes can be made within fifteen business days of the scheduled delivery date. Changes increasing quantities or adding items to the order are to be entered as separate orders subject to the then current lead time and discounting as a stand-alone project.
ATTORNEY FEES – In the event legal/action is taken to enforce or interpret any provision of this contract. Seller must be entitled to recover all costs incurred in connection herewith, including reasonable attorney fees.
REQUESTED DELAYS – In the event manufacture of Buyer’s order has proceeded and Buyer requests a delay in shipment, Buyer assumes full responsibility for the product, expenses incurred and reasonable storage charges. Payment shall be made by Buyer as though shipment had moved as originally scheduled.
HELD ORDERS – In the event an order has to be held after manufacturing, the order will be invoiced as of the date Next Level received the request for the order to be placed on hold, and storage charges will accrue.
CANCELLATIONS – Buyer shall compensate Seller for its performance, commitments and damages on stocked items through a cancellation fee equaling 25% of the purchase price. On non-stock items, Buyer shall pay to Seller all engineering, labor and material costs committed for by Seller plus the 25% cancellation fee. In no event shall this amount exceed purchase price.
RETURNS – Goods will not be accepted for return without written authorization from Next Level. All return shipments are subject to a return charge of 25%, plus all transportation costs, unless Next Level was at fault. Non-stock material is generally non-returnable.
CONFIDENTIAL ENGINEERING DATA – The drawings and specifications of any Next Level proposal or any quotation are confidential engineering data, and represent Next Level’s investment in engineering skill and development and remain the property of Next Level. All confidential information will not be disclosed or used by Customer or its successors or assigns in any manner other than in using the work contemplated by this Agreement. All specifications and dimensions of proposal drawings are approximate, and are subject to changes during detailed engineering. Weights are approximate. Purchased materials and components referred to by trade-names or by manufacturer may be interchanged at the option of Next Level with other materials and components of at least equal quality and value. After an order from Customer is received by Next Level, Next Level will submit layout drawings, if required, to Customer who will check and verify them in the field in writing with reasonable promptness. All molds, dies, tools, special fixtures, jigs, patterns, plates and models used by Next Level in manufacture or installation are and remain the property of Next Level.
CLAIMS – Claims for factory component shortages must be made in writing to the Home Office within 15 days from receipt of shipment. Claims for damaged or lost material must be filed with the carrier.
FREIGHT CLAIMS – All claims for damage or shortage in shipments shall be filed by the Buyer directly with the carrier. Next Level will not accept return of merchandise refused by consignee for damage reasons. Buyer’s claim is with the delivering carrier.
WARRANTY – Next Level warrants goods purchased and paid for hereunder to be free of defects in materials and workmanship for a period of one (1) year from the date of shipment, hereunder. This warranty shall not apply in the event goods are damaged as a result of misuse, abuse, neglect, accident, improper application, modification or repair by persons not authorized by Seller, where goods are damaged during shipment, or where the date stamps on the goods have been defaced, modified or removed.
UNLESS CONSIDERED UNENFORCEABLE OR UNLAWFUL UNDER APPLICABLE LAW: ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. BUYER’S REMEDY, IF ANY, FOR ANY DEFECTIVE GOODS SHALL BE LIMITED TO A REFUND BY SELLER OR REPLACEMENT OF THE GOODS AT SELLER’S OPTION, AND SHALL IN NO EVENT INCLUDE DAMAGES OF ANY KIND, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
NO GOODS ACCEPTED FOR RETURN WITHOUT PRIOR APPROVAL – Seller shall have the right to inspect any goods claimed to be defective at Buyer’s place of business or require Buyer to return the goods to Seller for inspection on Seller’s premises. Transportation charges covering returned goods will be borne by Seller only if such goods are proven to be defective, are covered by this warranty and are returned within the warranty period stated above
DISCLAIMER – Next Level will not be liable for any delay in performing or for partial or complete failure to perform hereunder if such delay or failure is due to fire, flood, explosion, Act of God, force majeure, accident, war, intervention of governmental authorities, strikes, labor disputes, material shortages, transportation delays, any act or omission of Customer, its agents or employees or any party retained by, through or under any of them, or any other cause similar or dissimilar which is beyond Next Level’s reasonable control. NEXT LEVEL SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY AND ALL CONSEQUENTIAL DAMAGES. In cases of products designed and manufactured to customer specifications, all liability for patent infringement becomes the responsibility of the customer.
ANY DISPUTES REGARDING THESE TERMS OR ANY CONTRACTS, PURCHASE ORDERS, ETC., WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.
ACCEPTANCE – The terms and conditions shall apply to sales from Seller to Buyer and to any quotation by the Seller or its authorized representatives for sales. Acceptance by Buyer of any offer or quotation from Seller must be made on the exact terms and conditions contained herein, unless specified in writing by the Seller.
PRICING – All prices are F.O.B. Next Level Facility in Vero Beach, FL. All orders are subject to final review and acceptance by Next Level Corporate Officers, to whom is granted the sole authority to offer to or enter into contractual agreements on behalf of the Corporation. Prices are subject to change without notice. Next Level’ prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or similar tax applicable to the manufacture, sale, purchase or use of the goods sold hereunder shall be paid by Buyer. In lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
QUOTATION PERIOD – Quotations are held open for thirty (30) days from the date of the quotation unless otherwise specified by Seller. Prices will be firm for orders scheduled by Seller to be delivered within normal production schedules after acceptance of the order unless specified in the quotation.
TERMS OF PAYMENT – (Subject to Credit Approval) Standard product terms of payment are net ten (10) days from date of shipment unless otherwise specified and approved by Next Level Credit Department. A service charge of 1-1/2% per month for overdue invoices may be applied. Orders over $75,000 net will be 25% upon receipt of order, 50% before delivery and the remaining 25% due net 10 days.
TAXES – Customer will be solely responsible for payment directly to taxing authority or reimbursement to Seller, when paid by Seller, of all sales, use or similar taxes, and any duties or permits or any other fees imposed upon this transaction by any level of government whether due at the time of sale or later (excluding Seller’s income taxes).
FREIGHT CHARGES – Delivery is F.O.B. shipping point. Shipments will be forwarded on a collect basis or 3rd party billing. Buyer assumes full responsibility for payment of all freight bills unless otherwise specified in writing. Buyer also assumes responsibility for 3rd party’s performance of proper receiving and claim administration in the handling of Seller’s shipments.
FREIGHT ESTIMATES – Buyer fully understands that Seller furnishes freight estimates in good faith as a customer service based on recent carrier quotations. Buyer hereby agrees to pay any freight charges that are in excess of the amount stated in Seller’s quotation. Buyer is encouraged to obtain such estimates direct from freight lines.
DELIVERY SCHEDULE – Every effort is made to meet scheduled shipping dates which are approximate and not guaranteed. Next Level shall not be liable for damages or loss occurring through early or late shipments unless otherwise agreed to in writing.
INSTALLATION – Unless otherwise stated, the following criteria applies to project quotes that include an on-site installation scope of work: a. Site Conditions – free and clear area, ambient temperature b. Buyer to provide electric power, lighting, heating, comfort facilities, dumpster for dunnage, functional dock doors c. Labor – will be non-union workers working standard shift hours Monday – Saturday d. Lift equipment to perform the work is included e. Unloading of material at the site is included f. Permits, Licenses, Fees, or Bonds that may apply are excluded
LIENS: SECURITY INTEREST – Next Level will protect Customer against any lien asserted against Customer’s property for materials or services furnished by others under contract with Next Level, provided that Customer makes the payments required under this Contract and provides Next Level timely notice of lien claims. Customer grants Next Level a security interest in any and all Goods purchased hereunder, until the purchase price is fully paid, and upon request will sign a financing statement evidencing the security interest.
SECURITY INTEREST – Buyer, upon receipt of Seller’s product, hereby grants to Next Level a security interest in the product which is the subject of this sale to secure performance and payment of all obligations and indebtedness of buyer to Next Level, and Buyer hereby agrees and understands that in the event of default by Buyer, Next Level may enter upon any premises on which the product or any part thereof may be located, take possession and remove the same therefrom by lawful means.
CHANGE ORDERS – If the Buyer desires to make a change to an order, Next Level will attempt to accommodate the request without cost to the Buyer. However, if materials have been ordered and/or fabricated for the specific project in question, additional drawings or extensive additional engineering time is required, or additional shipping costs will be incurred, the costs of the change will be calculated and presented to the Buyer for approval prior to initiating the change. Buyer accepts responsibility for the costs of such changes, which will reflect time and material costs, with a minimum Change Order amount of $100. No changes can be made within fifteen business days of the scheduled delivery date. Changes increasing quantities or adding items to the order are to be entered as separate orders subject to the then current lead time and discounting as a stand-alone project.
ATTORNEY FEES – In the event legal/action is taken to enforce or interpret any provision of this contract. Seller must be entitled to recover all costs incurred in connection herewith, including reasonable attorney fees.
REQUESTED DELAYS – In the event manufacture of Buyer’s order has proceeded and Buyer requests a delay in shipment, Buyer assumes full responsibility for the product, expenses incurred and reasonable storage charges. Payment shall be made by Buyer as though shipment had moved as originally scheduled.
HELD ORDERS – In the event an order has to be held after manufacturing, the order will be invoiced as of the date Next Level received the request for the order to be placed on hold, and storage charges will accrue.
CANCELLATIONS – Buyer shall compensate Seller for its performance, commitments and damages on stocked items through a cancellation fee equaling 25% of the purchase price. On non-stock items, Buyer shall pay to Seller all engineering, labor and material costs committed for by Seller plus the 25% cancellation fee. In no event shall this amount exceed purchase price.
RETURNS – Goods will not be accepted for return without written authorization from Next Level. All return shipments are subject to a return charge of 25%, plus all transportation costs, unless Next Level was at fault. Non-stock material is generally non-returnable.
CONFIDENTIAL ENGINEERING DATA – The drawings and specifications of any Next Level proposal or any quotation are confidential engineering data, and represent Next Level’s investment in engineering skill and development and remain the property of Next Level. All confidential information will not be disclosed or used by Customer or its successors or assigns in any manner other than in using the work contemplated by this Agreement. All specifications and dimensions of proposal drawings are approximate, and are subject to changes during detailed engineering. Weights are approximate. Purchased materials and components referred to by trade-names or by manufacturer may be interchanged at the option of Next Level with other materials and components of at least equal quality and value. After an order from Customer is received by Next Level, Next Level will submit layout drawings, if required, to Customer who will check and verify them in the field in writing with reasonable promptness. All molds, dies, tools, special fixtures, jigs, patterns, plates and models used by Next Level in manufacture or installation are and remain the property of Next Level.
CLAIMS – Claims for factory component shortages must be made in writing to the Home Office within 15 days from receipt of shipment. Claims for damaged or lost material must be filed with the carrier.
FREIGHT CLAIMS – All claims for damage or shortage in shipments shall be filed by the Buyer directly with the carrier. Next Level will not accept return of merchandise refused by consignee for damage reasons. Buyer’s claim is with the delivering carrier.
WARRANTY – Next Level warrants goods purchased and paid for hereunder to be free of defects in materials and workmanship for a period of one (1) year from the date of shipment, hereunder. This warranty shall not apply in the event goods are damaged as a result of misuse, abuse, neglect, accident, improper application, modification or repair by persons not authorized by Seller, where goods are damaged during shipment, or where the date stamps on the goods have been defaced, modified or removed.
UNLESS CONSIDERED UNENFORCEABLE OR UNLAWFUL UNDER APPLICABLE LAW: ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. BUYER’S REMEDY, IF ANY, FOR ANY DEFECTIVE GOODS SHALL BE LIMITED TO A REFUND BY SELLER OR REPLACEMENT OF THE GOODS AT SELLER’S OPTION, AND SHALL IN NO EVENT INCLUDE DAMAGES OF ANY KIND, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE.
NO GOODS ACCEPTED FOR RETURN WITHOUT PRIOR APPROVAL – Seller shall have the right to inspect any goods claimed to be defective at Buyer’s place of business or require Buyer to return the goods to Seller for inspection on Seller’s premises. Transportation charges covering returned goods will be borne by Seller only if such goods are proven to be defective, are covered by this warranty and are returned within the warranty period stated above
DISCLAIMER – Next Level will not be liable for any delay in performing or for partial or complete failure to perform hereunder if such delay or failure is due to fire, flood, explosion, Act of God, force majeure, accident, war, intervention of governmental authorities, strikes, labor disputes, material shortages, transportation delays, any act or omission of Customer, its agents or employees or any party retained by, through or under any of them, or any other cause similar or dissimilar which is beyond Next Level’s reasonable control. NEXT LEVEL SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY AND ALL CONSEQUENTIAL DAMAGES. In cases of products designed and manufactured to customer specifications, all liability for patent infringement becomes the responsibility of the customer.
ANY DISPUTES REGARDING THESE TERMS OR ANY CONTRACTS, PURCHASE ORDERS, ETC., WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.
NextLevel Storage Solutions Manufacturing & Distribution: 5265 45th Street, Unit 3, Vero Beach, FL 32967