GOODS TO BE PROVIDED: Flight Light, Inc. (hereafter "FLI") agrees to sell to Buyer on the terms and conditions stated herein the equipment, materials, and related items (hereafter "the goods") listed in FLI's written quotation to Buyer. Buyer is solely responsible for determining whether the goods listed are the correct types and/or sufficient in number to meet Buyer's needs and/or requirements.
PRICE: The price(s) stated in FLI's written quotation to Buyer are firm for 30 days. The prices stated in FLI's written quotation do not include any taxes or costs of shipment. All sales, use, or other taxes imposed, and all shipping, handling & freight costs, shall be added to the quoted sales price, except as otherwise noted.
PAYMENT TERMS: Unless otherwise agreed in writing, payment in full is due prior to shipment of any of the goods. FLI's credit manager will make credit sales only after receipt of a signed FLI credit application and written credit approval. On all credit sales, payment in full is due on the following terms: net 30 days, unless otherwise agreed to in writing by both parties. All payments not made by the due date shall bear interest at a rate of one and one-half (1.5) percent per month on the unpaid balance. Further, the Buyer shall reimburse and indemnify FLI for any and all costs of collection incurred in collecting any past due sums, including, but not limited to, collection agency fees, court fees, out-of-pocket expenses and reasonable attorney fees. At its option, FLI may decline to make shipment to Buyer if any invoice is past due. Buyer waives and releases any claim against FLI for loss or damage actually and/or allegedly sustained by Buyer as a result of FLI's refusal to make shipment under such circumstances. All payments shall be made in U.S. dollars and, unless otherwise designated by FLI in writing, shall be sent to FLI's place of business in Sacramento, California (see payment methods).
TIME FOR PERFORMANCE: FLI will endeavor to meet any reasonable shipping date(s) requested by Buyer. However, FLI does not guarantee that the goods will be furnished by any particular date. All shipping dates stated or indicated are approximate only and are based upon conditions known at the time the dates were stated or indicated. FLI shall not in any event be liable for any loss or damage sustained by Buyer on account of failure to meet any shipping or delivery date.
NO ADDITIONAL TERMS OF SALE: Except as otherwise agreed to in a writing signed by an officer of FLI, these Terms And Conditions Of Sale state the exclusive terms and conditions applicable to all sales of goods by FLI to Buyer. Buyer's acceptance of FLI's quotation is limited to these Terms And Conditions Of Sale. Any new or different terms or conditions stated or proposed by Buyer in its acceptance of FLI's quotation or in any accompanying purchase order or other document are hereby rejected by FLI and shall not be binding upon FLI.
PROJECT INFORMATION: If the goods are to be used by Buyer in connection with a public or private construction project, Buyer agrees to furnish to FLI promptly upon request all project information necessary for FLI to perfect or provide notice of its mechanic's lien, stop notice and/or payment bond rights.
SHIPPING TERMS/RISK OF LOSS: At FLI's option, all sales are either FOB manufacturer or FOB FLI's place of business in Sacramento, California. Freight at customer's expense. Risk of loss shall pass to Buyer upon delivery of the goods to a common carrier for shipment. Buyer shall procure and maintain insurance on the goods sufficient to protect its interests.
INDEMNITY: Buyer is solely responsible for the selection, installation, and use of the goods. Therefore, to the fullest extent permitted by law, Buyer agrees to defend and indemnify FLI from and against any claim for loss or damage, including attorney's fees and experts' or consultants' fees, arising from or relating to such selection, installation, and use. This indemnity applies regardless of any action and/or passive negligent act or omission on the part of FLI or its employees: provided, however, Buyer shall not be obligated to indemnify FLI for the sole negligence or willful misconduct of FLI or its employees.
CHOICE OF LAW: These Terms And Conditions Of Sale shall be construed and enforced in accordance with the laws of the State of California.
DISPUTES/VENUE: All disputes arising from or relating to the Terms And Conditions Of Sale and/or the furnishing of any goods by FLI to Buyer shall be heard and decided exclusively in a State or Federal Court located in Sacramento County, California. In any legal proceedings, the prevailing party shall be entitled to recover its reasonable attorneys' fees.
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