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Subject to the terms and conditions of this Agreement, you, the Buyer (“Buyer”, “you” or “your”), as more specifically identified in the Purchase Order and/or Invoice you receive from us, Cannabis Promotions LLC (hereinafter the “Seller” or “we”), hereby agree to abide by the terms and conditions set forth in your Purchase Order and/or Invoice and as set forth in this Agreement (“the Agreement”) for the purchase and sale of goods and services from us, entered into on the date first set forth on your Purchase Order and/or Invoice (Buyer and Seller collectively referred to as the “parties”).
WHEREAS, Seller is in the business of selling custom branded items including, but not limited to, custom rolling papers, custom rolling trays, custom branded grinders, lighters, and other promotional products related to cannabis, marijuana and other smoke related items;
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer customized Goods related to Buyer’s business.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration set forth herein and contained in the Purchases Order or Invoices exchanged between Buyer and Seller, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Recitals. The recitals above are incorporated herein by reference as though fully set forth herein.
Definitions. The following words shall be interpreted or defined consistent with the meaning and application provided for herein:
“Purchase Order” and “invoice” shall be used interchangeably, and shall both mean the document reflecting the quantity of goods purchased by Buyer.
“Quantity” shall mean the number of goods identified for purchase on Buyer’s purchase order(s) and/or invoices.
“Term” shall mean the length of time indicated by a numeral which indicates the number of months that Buyer has to pay Seller for the total quantity of goods purchased by Buyer as indicated on Buyer’s purchase order and/or invoice.
“Net” followed by a numeral shall indicate the number of days Seller has to pay for all or the remaining balance due as indicated by the Total Price reflected on the Buyer’s purchase order or invoice. To avoid confusion, where Net is indicated by a numeral on an invoice which also contains “Term” followed by a numeral, the numeral following “Term” will prevail.
Sale of Goods. Seller shall sell to Buyer and Buyer shall purchase from Seller the goods and custom services (hereinafter referred to as the “Goods”) as more particularly identified in the Purchase Order and/or Invoice exchanged between Buyer and Seller, and incorporated herein, in the quantities and at the Prices (as defined in Section 9-Payment Terms) and upon the terms and conditions set forth in this Agreement. All references to the UCC refer to Florida’s Uniform Commercial Code. Any and all offers made by Cannabis Promotions for the purchase of its products or services are expressly limited to your acceptance of the terms and conditions set forth herein. Fla. Stat. § 672.207.
Delivery.
The goods will be delivered within a reasonable time after the date of this Agreement, subject to availability of finished Goods. Seller shall not be liable for any delays, loss, or damage in transit.
Seller shall deliver the Goods to the Buyer’s address as provided to the Seller and as set forth in the purchase order (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within one (1) calendar day of Seller’s written notice that the Goods have been delivered to the Delivery Point. Seller assumes no responsibility for non-delivery or incorrect delivery of goods due to Buyer providing incorrect address as Delivery Point.
Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.
If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses, or authorizations: (i) the Goods shall be deemed to have been delivered; and (ii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs and expenses related to picking up and storing Buyer’s goods).
Non-Delivery. The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within three (3) days of the date when the Goods would, in the ordinary course of events, have been received. Any liability of Seller for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
Quantity. If Seller delivers to Buyer a quantity of Goods of up to ten percent (10%) more or less than the quantity set forth in the invoice(s) and/or purchase order(s) exchanged between Buyer and Seller, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in this Agreement adjusted pro rata.
Title and Risk of Loss. Risk of loss to all Goods ordered under any Purchase Order passes to Buyer upon Seller’s tender of such units to the Carrier. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code. The contemplated transaction is not a common law bailment and does not contemplate the use of Icoterms® rules.
Inspection and Rejection of Nonconforming Goods.
Buyer shall inspect the Goods within twenty-four (24) hours of receipt of goods (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in this Agreement’s Purchase Order; (ii) product’s label or packaging incorrectly identifies its contents; (iii) with regard to any products that have been customized by the Buyer, other than products made of fabric, cloth, or any textile, at least four (4%) or more of the total quantity of products purchased are different than identified in the Purchase Order; (iv) With regard to any products purchased that are specifically made from cloth, fabric, or any other type of textile, if at least ten (10%) or more of the total quantity of products purchased are different than identified in the Purchase Order; or (v) with regard to any Purchased Order that includes rushed or expedited delivery, if at least ten (10%) or more of the total quantity of products purchased are different than identified in the Purchase Order.
If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods at the pro rata contract rate. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 5940 30th Court, St. Petersburg, FL 33712. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 6(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
Price. Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in the Purchase Order and/or Invoice exchanged between Buyer and Seller. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
Payment Terms. Buyer shall pay all invoiced amounts due to Seller within the number of days set forth in Seller’s Purchase Order, unless Payment Terms are governed by Preferred Buyer program, as indicated on Buyer’s Purchase Order or Invoice, which shall indicate that Buyer is part of Seller’s Preferred Buyer Program, in which case the Payment Terms set forth below in Section 9(a) shall supersede any conflicting provisions with this Section 9. Buyer shall make all payments hereunder by the payment method indicated by the Seller as set forth in the Purchase Order and in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of one-point-five percent (1.5%) interest per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
Preferred Buyer Program Payment Terms & Additional Conditions. At Seller’s sole discretion, Seller may elect to enter into Preferred Buyer Program with Buyer, subject to the terms and conditions set forth in this Section 9(a), which shall be set forth between Buyer and Seller as follows:
All purchase orders and invoices that are designated or marked as “Preferred Buyer Program” or “PBP” shall be subject to the additional terms and conditions as set forth in this Section 10(a)(i) through (xii);
Buyer shall commit to pay for the total quantity of goods (“total quantity”) indicated on purchase order and/or invoice on or before the end of the Term;
Seller will manufacture and produce the total quantity indicated on Buyer’s purchase order and/or invoice, and shall store the Buyer’s goods at Seller’s warehouse until Buyer indicates to Seller that Buyer is ready to pay for and receive either a portion of or the entire quantity of goods remaining from the total quantity (“remaining goods”) as indicated on Buyer’s purchase order and/or invoice;
Buyer agrees to pay for an initial quantity of the total quantity of goods indicated on Buyer’s purchase order and/or invoice, with such initial quantity to be determined by the Buyer;
Thereafter, Seller will ship such quantity of goods remaining out of the total quantity of goods purchased by Buyer as indicated on Buyer’s purchase order and/or invoice, only after Buyer directs Seller to ship such quantity of goods remaining and only after Buyer pays Seller for the quantity of goods Buyer is requesting that Seller ship;
Buyer may pay for the total quantity or remaining quantity of goods at any time without any prepayment penalty;
In addition to payment for the quantity of goods ordered by Buyer, Buyer agrees to pay a set-up fee, as determined by Seller, in order for Seller to accommodate the storage of Buyer’s goods until such time as Buyer pays Seller for the total quantity of goods ordered;
Buyer shall not be permitted to make any changes to any purchase orders or invoices once the order is placed;
Buyer understands and agrees that the total quantity of goods ordered must be paid in full before expiration of the Term, regardless of whether or not such goods are requested for delivery by Buyer or whether or not Buyer is acting as a reseller or distributor for another entity;
Buyer further understands and agrees that upon expiration of the Term, Buyer will have three (3) days to complete payment for shipment of the remaining goods to the Buyer, and that in addition to any amount that remains due at the expiration of the Term, Buyer will begin to incur storage fees after the 3rd day of the Term expiring at a rate of $25.00 per day that the goods remain with the Seller due to Buyer’s failure to make payment as required by this Section 10(a);
Buyer further understands and agrees that Seller shall have a lien interest in the goods purchased by Seller that are not paid for as required by this Agreement and as indicated by the purchase order and/or invoice and that for all intents and purposes, upon expiration of the Term, Seller shall be considered a warehouse and this Agreement will then automatically be treated also as a warehouse agreement, in which case the Seller (“bailee”) shall have a lien against the Buyer’s goods (“bailor”) or on the proceeds thereof in Seller’s possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to Florida law. Seller may require payment of any charges and removal of the Buyer’s goods from the Seller’s warehouse at the termination of the period of storage provided that Seller provides Buyer with written notice not less than 30 days prior to removal of Buyer’s goods from Seller’s warehouse;
When storage is terminated at Seller’s option and the goods are not removed by Buyer before the date specified in the notification of 30 days or more, Seller may sell Buyer’s goods in accordance with Florida law.
No Setoff. Buyer shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing ) to Seller or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Seller or its affiliates, whether relating to Seller’s or its affiliates’ breach or non-performance of this Agreement or any other agreement between Buyer or any of its affiliates, and Seller or any of its affiliates, or otherwise.
Warranties.
SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
THE REMEDIES SET FORTH IN SECTION 10(f) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF ANY IMPLIED WARRANTY THAT MAY EXIST.
Limitations of Liability and Disclaimer.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED FIFTY PERCENT (50%) THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
Seller is not liable or responsible for defects in products relating to color. Buyer understands that while Seller intends to match Buyers products as closely as possible, due to variations in material, imprint methods and ink opacity, Seller cannot guarantee exact color matching on all colored substrates. Seller’s sample or proof of customization, as provided to Buyer for approval prior to finalizing Purchase Order, is based on Pantone colors, which are color codes that stand for a specific shade, and are created from a palette of 18 basic colors, with process colors determined by cyan, magenta, yellow and black, such that final production may have slight printing imperfections and slight color variations than what Buyer has approved. Buyer also understands that Seller is not liable or responsible for replacing any products that are nonconforming due to Buyer’s approval of sample or proof containing errors, omissions, or imperfections.
Compliance with Law. Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party, relating to/arising out of or resulting from any claim of a third party or Seller arising out of or occurring in connection with the products purchased from Seller or Buyer’s negligence, willful misconduct, or breach of this Agreement. Buyer shall not enter into any settlement without Seller’s or Indemnified Party’s prior written consent.
Insurance. During the term of this Agreement and for a period of thirty (30) days thereafter Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than one million dollars ($1,000,000.00) with financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Seller as an additional insured. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.
Termination. In addition to any remedies that may be provided in this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for two (2) calendar days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Confidential Information. All non-public, confidential, or proprietary information of Seller, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.
Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Survival. Subject to the limitations and other provisions of this Agreement the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. With respect to confidential information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 16 hereof will survive the expiration or earlier termination of this Agreement until, if ever, such confidential information loses its trade secret protection other than due to an act or omission of Buyer.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth in the Purchase Order (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Amendments. No amendment to or modification of, or rescission, termination, or discharge of, this Agreement is effective unless it is in writing, identified as an amendment to, or rescission, termination, or discharge of, this Agreement and signed by an authorized representative of each Party
Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Buyer’s rights under Section 3, Section 6, and Section 10 are Buyer’s exclusive remedies for the events specified therein.
Assignment. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Seller. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Buyer of any of its obligations hereunder. Seller may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Buyer’s prior written consent.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
No Third-Party Beneficiaries. Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Choice of Law. This Agreement and all related documents including all exhibits attached hereto, all invoices and purchase orders exchanged between Buyer and Seller, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America including its statutes of limitations and § 685.101, Fla. Stat., without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all invoices, purchase orders, exhibits, schedules, attachments, and appendices attached to or contemplated by this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than Southern District of Florida or, if such court does not have subject matter jurisdiction, 17th Judicial Circuit Court in and for Broward County, Florida. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in Southern District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in the 17th Judicial Circuit Court in and for Broward County, Florida]. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 19, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Force Majeure. Any delay or failure of Seller to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Seller’s control, without Seller’s fault or negligence and that by its nature could not have been foreseen by Seller or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate power or transportation facilities, national or regional emergencies, quarantines, pandemics, or epidemics).
Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures pursuant to the Electronic Signature Act of 1996 (§ 668.001 et seq., Fla. Stat.) and the Uniform Electronic Transaction Act (§ 668.50, Fla. Stat.) as amended from time to time.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first set forth on the Purchase Order and/or Invoice exchanged between Buyer and Seller. Buyer hereby acknowledges that he/she/it has read and understood these terms and conditions and understands that this Agreement shall be binding on the Buyer upon placing an order with the Seller. Buyer, by acknowledging these terms and conditions, also represents and warrants that Buyer has had an opportunity to consult with independent legal counsel regarding this Agreement and has voluntarily entered into this Agreement.