1. General Entire Agreement A.
The sale of any product(s) described on this web site (the "Product(s)") by Metro Fashion Company,
Inc. A Florida corporation ("Seller") to the party receiving the
quotation, offer or Invoice ("Buyer") shall be governed by these
terms and conditions. B. Seller's offer to sell the Products to Buyer is
expressly limited to Buyer's acceptance to these terms and conditions. Any
of the following constitutes Buyer's unqualified acceptance of these terms
and conditions:
(i) Issuance or assignment of a purchase of the Products,
(ii) Acceptance of any Product under the order, or
(iii) Payment for any of the Products. C. Additional or different terms or
conditions proposed by Buyer (including any additional or different terms provided
in a purchase order) shall be void and of no effect unless specifically accepted
in writing by Seller. D. any product offering whether online or by phone resulting
in a purchase or payment shall be the exclusive agreement between the parties
for the Products, subject to the terms and conditions herein. Any prior or
contemporaneous understandings, agreements, and representations, oral or written,
are superseded by these terms and conditions. No modification to these terms
and conditions shall be valid unless in writing and signed by Seller. E. Agents
and sales representatives of Seller have no authority to make any representations
not included herein, and any such representations should not be relied on by
Buyer. F. Seller Reserves the rights to review your order and cancel or refuse
a product purchase or product purchase order in its sole discretion. Seller
also reserves the right to terminate the access your account and or purchase
privileges at any time, without notice, for any reason whatsoever. Buyer also
understands and agrees that acceptance of his order, or Purchase order by the
Seller does not grant or constitute any obligation for the seller to disclose
any information relating to its product/s.
2. Price The Products and other items or services covered
by this contract shall be and are sold and invoiced at the prices listed on
this website or invoice. Prices do not include sales, excise, use or other
taxes now in effect or hereafter levied by reason of this transaction. Buyer
will pay and indemnify and hold Seller harmless from all such taxes.
3. Payment Terms: A. Payment is Due upon Purchase unless otherwise
specified. Seller reserves the right to require alternative payment terms.
B. If payment is not received by the due date, a late charge will be added
at the rate of one and one-half percent (1.5%) per month (eighteen percent
(18%) per year) or the maximum legal rate, whichever is greater, to unpaid
invoices from the due date hereof. C. If Buyer is delinquent in paying any
amount owed to Seller as per quotation, purchase order or invoice, by more
than five (5) days, then without limiting any other rights and remedies available
to Seller under the law, in equity, or under the contract, Seller may (i) suspend
production, shipment and/or deliveries of any or all products purchased by
Buyer or yet to be delivered, or (ii) retain buyers Deposit if any or (iii)
by notice to Buyer, treat such delinquency as a repudiation by Buyer of the
portion of the contract not then fully performed, whereupon Seller may cancel
all further deliveries and any amounts unpaid hereunder shall immediately become
due and payable. If Seller retains a collection agency and/or attorney to collect
overdue amounts, all collection costs, including attorney's fees, shall be
payable by Buyer. Buyer hereby represents to Seller that Buyer is now solvent
and agrees that each acceptance of delivery of the Products sold hereunder
shall constitute reaffirmation of this representation at such time.
4 . Shipment
A. Seller will use commercially reasonable efforts to comply with shipping
instructions provided by Buyer. In the absence of any specific shipping instruction,
Seller will ship by the method it deems most advantageous. Transportation charges
will be prepaid by Buyer or subsequently invoiced to Buyer unless otherwise
specified. When special or export packaging is required, the cost of the same,
if not set forth on the invoice, will be separately invoiced.
B. Seller may make delivery in installments and may render a separate invoice
for each installment. Each installment shall be deemed a separate sale. Delay
in delivery of any installment shall not relieve Buyer of its obligation to
accept delivery of remaining installments. Any delivery not in dispute shall
be paid for on the due date, as provided in this contract, without any offset,
regardless of controversies relating to other delivery or undelivered products.
C. All products shall be suitably packed for air and ground shipment, unless
otherwise requested by Buyer and agreed to in writing by S C.O.D. Shipments
- C.O.D. shipments will not be accepted. Prepaid freight charges if any, must
be included in the invoice.
5 . Title, Risk Of Loss, Insurance Unless stated otherwise
by Seller, all shipment will be EXW (Ex Works) (as defined in Incoterms 2000)
Seller's manufacturing or storing facility, if destination of delivery is outside
the United States and F.O.B. (Free on Board) (as defined in U.C.C. Section
2-319) Seller's manufacturing or storing facility, if destination of delivery
is within the United States. Title to each shipment of the Products sold hereunder
and risk of loss thereon shall pass to Buyer when Seller or its agent tenders
such shipment to the carrier, but such shipment shall remain subject to Seller's
rights of stoppage in transit and of reclamation.
6 . Acceptance Buyer or Buyer's agent may inspect the Products
on receipt of Products. Buyer shall accept any tender of the Products by Seller
which substantially conforms to the description of the Products set forth on
the web site. Buyer shall be deemed to have irrevocably accepted any Product,
and Buyer's right to reject such Product shall cease, unless Buyer gives to
Seller notice of rejection or return in writing: (a) in the case of defects
discoverable through inspection, within five (5) days after delivery to the
destination specified in Buyer's purchase order or (b) in the case of defects
not discoverable through inspection, within ten (10) days after delivery to
the destination specified in Sellers website, invoice or email. Buyer's notice
must specify the nature and grounds of the rejection in reasonable detail.
Buyer is aware of product expiration date upon acceptance. In the event buyer
fails to use or consume product due to expiration date, buyer will assume full
responsibility of the loss. Seller shall be under no obligation to refund or
replace such order.
7. Indemnification Buyer will hold Seller harmless and indemnify
seller from and against all claims, judgments, costs and fees, including attorney
fees, that buyer may claim have incurred directly or indirectly resulting from
buyers negligence, sellers product , sellers company or buyers .
