Terms and Conditions of Use
These Terms and Conditions govern the terms of sale for all goods and services purchased by Customer from USA Salon & Spa, Inc. (“USAS&S”) of 3112 29th Ave East, Bradenton Florida 34208. USAS&S acceptance of any purchase order received from Customer is expressly subject to Customer’s agreement to the terms and conditions stated herein. Any conflicting or additional terms proposed by Customer are expressly rejected. Acceptance of the goods by Customer shall be deemed acceptance of the Terms and Conditions of Sale as set forth herein. These terms and conditions shall govern over any terms and conditions of purchase proposed by Customer that conflict or add to the terms of this contract, unless such additional or conflicting terms are specifically agreed to in writing, and signed by USAS&S duly authorized representative.
LIMITED WARRANTY AND EXCLUSIVE REMEDY: USAS&S warrants that during a period of one (1) year from date of shipment of the goods purchased under this contract, such goods shall be free from structural defects under normal use and service. USAS&S may repair or replace at its discretion any product or part deemed to be defective in material or workmanship upon mandatory inspection and/or attempted troubleshooting by an authorized representative of USAS&S. If during such period such goods shall fail to perform in accordance with specifications, USAS&S shall, at its expense and option, repair or replace the goods; provided however, USAS&S shall not be responsible for any removal, installation or reinstallation costs. THE FOREGOING WARRANTIES AND REMEDIES SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES under any and all circumstances. Provided further that if any such remedy shall fail of its essential purpose, USAS&S maximum and sole liability arising from or related to this sale of goods contract, or from any attempts to repair or replace defective goods, shall be limited to payment of the purchase price, or the allocable portion of the purchase price which relates to the defective goods furnished under this contract. The foregoing warranty shall be void if damage results from Customer’s improper installation, repair or use of the goods; any products deemed to be damaged due to misuse, wear and tear, neglect, fire, theft or any attempt to repair or modify by persons other than USAS&S will make the buyer responsible for all repair, replacement and delivery costs thereafter. The USAS&S warranty excludes the cost of all shipment/delivery fees, unless agreed by the USAS&S representative; this includes shipping costs for inspection. This Limited Warranty DOES NOT APPLY to buyer's remorse.
DISCLAIMER OF ALL OTHER WARRANTIES: USAS&S makes no warranty other than the limited warranties described or provided above. THESE LIMITED WARRANTIES ARE EXPRESSLY IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICHARE HEREBY EXPRESSLY DISCLAIMED. There are no warranties which extend beyond the description on the face hereof. In no event shall USAS&S be liable for, and Customer shall indemnify and hold USAS&S harmless from, (1)any damages, direct, indirect, general, special, incidental or consequential, WHETHER RESULTING FROM USAS&S NEGLIGENCE OR OTHERWISE, arising out of, in connection with, or resulting from the goods contract sold hereunder, and (2) any and all claims, actions, suits and proceedings which may be instituted in respect to the foregoing, including without limitation those made by subsequent owners and users of the goods.
INDEMNIFICATION: USAS&S shall not be liable for any property damage whatsoever or claims of any kind whether based on contract, warranty, tort INCLUDING WITHOUT LIMITATION USAS&S OWN NEGLIGENCE OR OTHERWISE, or for any loss or damage arising out of, in connection with, or resulting from, this contract, or from the performance or breach thereof, or from all services or goods covered by or furnished under this contract. Customer agrees to indemnify and hold harmless USAS&S against any and all liability associated therewith whatsoever whether based on contract, tort, AND WHETHER RESULTING FROM USAS&S NEGLIGENCE OR OTHERWISE, including without limitation all claims made by any third party.
RESALE: USAS&S EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, including without limitation any liability to or warranties made for the benefit of any third party, including without limitation any third party to whom Customer may sell or transfer the goods, which are the subject of this contract. Notwithstanding, the foregoing all the terms and conditions set out herein shall be binding upon Customer and all subsequent owners and users of these goods. Without limitation of the foregoing, however, the goods identified herein are sold subject to the condition that they shall not, nor any portion of them, by way of trade or otherwise, be lent, resold, or otherwise conveyed without similar conditions, including without limitation this condition, being imposed on the subsequent borrower, purchaser, or transferee.
TERMS OF PAYMENT: All payments are on pre-pay terms or unless otherwise agreed in writing, and signed by an authorized representative of USAS&S. Any credit terms requested by accounts, and or by existing customers who have previously been extended credit terms, are subject to credit approval at USAS&S sole discretion.
ORDERS: All orders are subject to and shall be effective only upon written acceptance by a duly authorized representative of USAS&S. Please allow 1-2 days for order processing; any orders that need to be expedited must be disclosed at the time of placing order. All orders placed that request to be expedited will be subjected to a surcharge.
CUSTOM ORDERS: The standard color for most stock equipment is white; some units are available in black. Customers can order custom colors or designs through custom orders. Please allow 12-15 weeks for receipt of custom ordered items. Custom orders require a Minimum Order Quantity of 30 units. To begin the processing of your Custom Order, a 50% deposit is required. Cancellation of a Custom order forfeits your deposit.
SHIPMENT AND TRANSPORTATION CHARGES: Please allow 3-5 days for shipment inspection & preparation; any orders that need to be expedited must be disclosed at the time of placing order. All orders placed that request to be expedited may be subjected to a surcharge. Shipment of goods are F.O.B. point of shipment, and shall be deemed to occur when the aforementioned items are placed in the possession of a common carrier for shipment to Customer, unless Customer is in USAS&S delivery area or the shipment terms have been otherwise agreed upon in writing by an authorized USAS&S representative. All transportation, rigging and storage charges are for the account of and payable by Customer. USAS&S reserves the right to make partial shipments, and pro-rata payments shall become due as partial shipments are made. It is the sole responsibility of the customer to disclose any information that could alter shipping costs such as: business or residential destination, secondary level (or higher), access to stairs and/or service elevator, as well as construction zone, exhibition, military, school, etc.. destination; any necessary accessorials not disclosed at the time of order may incur additional charges. Any added requests and/or accessorials at the time of delivery will incur additional charges; this includes any re-delivery attempts and/or overnight holding of shipment. If shipment is refused for causes not related to damages or missing items, there will be a 30% restocking fee as well as cost of return shipment. Any dates for shipment are approximate only and USAS&S shall not be liable for any delay in shipment or delivery of the goods. All shipping quotes expire after 30 days.
DELIVERY: All pallets, cartons, and/or goods should be checked upon arrival and/or before signing for goods. Any damages to cartons or product must be noted on the delivery receipt. By signing for the goods, recipient accepts full responsibility of the shipment; damaged or missing goods that have signed for as undamaged or unchecked may result in the buyer incurring delivery charges or charges for replacement goods. Customers are responsible for inspecting each and every item once received. If item is damaged during shipping, please keep the shipping cartons and materials until the problem is resolved or the claim has been acknowledged and settled by the shipper or USAS&S. USAS&S will not be liable for damaged items reported after 7 business days from the received date. Items missing must be reported to USAS&S within 3 days from the received date. USAS&S will not be responsible for missing items after 3 days.. If shipment is refused for causes not related to damages or missing items, there will be a 30% restocking fee as well as cost of return shipment.
TITLE AND RISK OF LOSS: Title to and risk of loss of all items purchased hereunder shall pass to Customer upon shipment by USAS&S F.O.B. point of manufacture. No subsequent loss or damage to the items shall affect Customer’s obligations hereunder.
FORCE MAJEURE: USAS&S shall not be liable for any delay or failure to perform its obligations due to any cause beyond its reasonable control, including without limitation fire, weather, accident, act of public enemy, war, rebellion, insurrection, strike, lockout, work slowdown, or similar industrial or labor action, sabotage, transportation delay, shortage of raw material, stock supply, energy or machinery, act of God, acts or omissions of Customer, or the order of judgment of any federal, state, local or foreign court, administrative agency or other government office or body.
CHANGES, CANCELLATIONS AND RETURNS: Orders accepted by USAS&S are not subject to changes or cancellation by Customer, except with USAS&S written consent. Any order that requires modification to USAS&S published specification, a special order, and that is subsequently changed or cancelled, is subject to fees including without limitation full material costs and labor services be paid for at cost, plus USAS&S standard overhead rate, anticipated profit of USAS&S and loss on materials purchased or on contract for the completion of the order. All returned goods must be authorized in advance by an authorized USAS&S representative and are subject to a minimum 25 % restocking fee; All unauthorized returns will be charged a 30% restocking fee. The customer is responsible for the shipping costs associated with the return of an item. Items must be returned in their original condition and original packaging along with any paperwork, manuals or accessories. Items that are not returned in their original condition and packaging will not be eligible for a refund or replacement. All sales of clearance items are final and no returns are allowed.
TAXES: Unless specifically stated, prices listed do not include taxes. Any state or local governmental sales, use, excise, property or other taxes, if any, shall be paid or borne by the or reimbursed by the Customer to USAS&S if paid by USAS&S. If Customer is exempt from paying sales or use tax, a certificate of evidencing such shall be provided to USAS&S upon request.
ASSIGNMENT: Customer may not assign its rights or obligations under this contract without the prior written consent of USAS&S. This contract shall be binding upon the parties hereto, their heirs, assigns or successors in interest by merger, operation of law, or by purchase of the entire or substantially all the business of either party, which shall acquire all interest and be subject to all obligations of such party hereunder.
ACKNOWLEDGEMENT: Submission of an order pursuant to a quotation by USAS&S to the Customer acknowledges acceptance by the Customer of the terms and conditions set forth herein and Customer’s agreement that any additional or conflicting terms previously or hereafter proposed by Customer are withdrawn.
WAIVERS: A waiver of any breach of any of the provisions of this contract shall not be construed to be a continuing waiver of the breaches of the same or provision hereof.
NOTICES: Any notice to USAS&S required or permitted to be given under this contract shall be sufficient, if in writing, and sent by registered or certified mail, return receipt requested, to the address stated above, attention: Julie Calderone, Sales & Marketing Manager.
ATTORNEY’S FEES: Upon the occurrence of any breach of the terms of this contract by Customer, or if an invoice to Customer is not paid when due, or it becomes necessary to enforce or defend these terms and conditions, Customer agrees to pay all costs of the collection, enforcement or defense, including without limitation attorneys’ fees, whether incurred in or out of court, in one or more actions or proceedings, on appeal, in arbitration, in Bankruptcy Court, or in any insolvency proceedings or otherwise.
PENALTIES: USAS&S assumes no liability or liquidated damage clauses of any kind, unless specifically approved in writing by USAS&S authorized representative.
ENFORCEABILITY:The invalidity, in whole or part, of any of the foregoing paragraphs shall not affect the remainder of such paragraph or any other paragraph of this contract. Enforcement and interpretation of any provision of this contract shall be governed by the laws of the state of Florida, without resort to its conflict of law rules.
CHOICE OF LAW AND VENUE: The provisions hereof shall be construed under the laws of Florida. Jurisdiction and venue for any action or dispute arising under or related to this contract, the goods contract purchased hereunder, or any dealings between the parties, arising from or related to any of the foregoing, must be commenced in a court of competent jurisdiction located within Manatee County, Florida.
WAIVER OF JURY TRIAL: USAS&S and Customer each hereby waive the right to trial by jury in any action related to or arising from this contract, the goods contract purchased hereunder, or any dealings between the parties, or any acts or course of conduct related to any or all of the foregoing.