Buyer's acceptance of these terms and conditions shall be indicated by any of the following whichever first occurs: (a) Buyer's making of an offer to purchase Product from Florida Business Technologies; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. Florida Business Technologies acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by Florida Business Technologies.
Unless otherwise agreed in writing, delivery shall be made in accordance with Florida Business Technologies shipping policy in effect on the date of the shipment. Title to, and all risk of loss or damage with respect to the products shall pass to Buyer upon delivery by Florida Business Technologies to the carrier or Buyer's representative. Delivery is subject to the payment provisions set forth herein and to Florida Business Technologies receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the product. Buyer shall promptly notify Florida Business Technologies, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. Florida Business Technologies shall not be liable for any shipment delays beyond the reasonable control of Florida Business Technologies which affect Florida Business Technologies or any of Florida Business Technologies suppliers, including but not limited to delays caused by unavailability or shortages of products from Florida Business Technologies suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or government interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use, and similar taxes), as well as import or customs duties, license fees, and similar charges, however designated levied on the sale of the products (or the delivery thereof) or measured by the purchase price hereunder. (Florida Business Technologies prices set forth on the front side of the invoice do not include such taxes, fees and charges.) Exemption certificates must be presented prior to shipment if they are to be honored. Unless otherwise specified, payment terms are 50% deposit, 50% due upon delivery. Florida Business Technologies, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters or credit or otherwise. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any "net" payment provisions specified on the invoice, Florida Business Technologies shall have no continuing obligation to deliver products on credit, and any credit approval may be withdrawn by Florida Business Technologies at any time and without prior notice. Florida Business Technologies retains (and Buyer grants to Florida Business Technologies by submitting a purchase order or signed agreement) a security interest in the products to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event the sales invoice shall be placed by Florida Business Technologies in the hands of an attorney for the purpose of collection, with or without litigation, or for the purpose of enforcing Florida Business Technologies security interest in the products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. If sale is to occur or the product is to be shipped, outside the United States, Buyer acknowledges and agrees that the amount due Florida Business Technologies is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt of Florida Business Technologies in local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for Florida Business Technologies to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts due to Florida Business Technologies by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars is the responsibility of Buyer.
The right to return defective products shall constitute Florida Business Technologies sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise.
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by Florida Business Technologies to Buyer and shall supersede all prior offers, negotiations, understanding and agreements. Unless Buyer and Florida Business Technologies have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of Florida Business Technologies. Any waiver of Florida Business Technologies of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either part in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreement shall be deemed made in, and shall be governed by, the laws of the State of Florida. The venue for any disputes arising out of any of these terms and conditions shall be, at Florida Business Technologies sole and exclusive option, Seminole County, Florida or the courts with proper jurisdiction at Buyer's location.
Additional Value From Hiring. Customer acknowledges that Florida Business Technologies provides a valuable service by identifying and assigning personnel for Customer's work. Customer further acknowledges that Customer would receive substantial additional value, and Florida Business Technologies would be deprived of the benefits of its work force, if Customer were to directly hire Florida Business Technologies personnel after they have been introduced to Customer by Florida Business Technologies.
No Hiring Without Prior Consent. Without the prior written consent of Florida Business Technologies; Customer shall not recruit or hire any personnel of Florida Business Technologies who are or have been assigned to perform work until one (1) year of the date of such hiring after termination of this agreement.
Hiring Fee. In the event that Customer hires any personnel of Florida Business Technologies who are or have been assigned to perform work for Customer, Customer shall pay Florida Business Technologies, within one (1) year of the dated of such hiring, an amount equal to fifty percent (50%) of the total first 12 months compensation Customer pays such personnel as a fee for the additional benefit obtained by Customer.
FLORIDA BUSINESS TECHNOLOGIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF FLORIDA BUSINESS TECHNOLOGIES HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OR INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FLORIDA BUSINESS TECHNOLOGIES DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FLORIDA BUSINESS TECHNOLOGIES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, OR FOR ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Total Liability. Customer agrees that Florida Business Technologies liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid for services under the applicable estimate or in the authorization for the particular service if no estimate is provided.
Florida Business Technologies shall not be liable to Customer for any failure of delay caused by events beyond Florida Business Technologies control, including, without limitation Customer's failure to furnish necessary information; sabotage; failure of delays in transportation or communication; failures or substitutions of equipment, labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.