These Standard Terms and Conditions of Sale (“Terms”) govern all quotations, sales, deliveries, invoices, purchase orders, and transactions between HTD Electronics (“HTD,” “Seller,” “we,” or “our”) and the purchaser (“Buyer” or “Customer”). By placing an order with HTD, Buyer acknowledges and agrees to these Terms.
1. ACCEPTANCE OF ORDERS
All orders are subject to acceptance by HTD Electronics. Seller reserves the right to reject or cancel any order at its sole discretion. Any terms or conditions contained in Buyer’s purchase order or other documents that conflict with these Terms shall not apply unless expressly accepted in writing by Seller.
2. PRICING
All prices are quoted in U.S. Dollars (USD) unless otherwise stated in writing. Prices are subject to change without prior notice due to manufacturer price changes, tariffs or import duties, freight fluctuations, currency exchange variations, and supply chain conditions. Quotations are valid only for the period stated on the quotation, or fifteen (15) calendar days if no validity period is specified.
3. PAYMENT TERMS
Unless otherwise agreed in writing, standard terms are Prepaid / Wire Transfer / ACH. Approved customers may qualify for Net-30 payment terms subject to credit approval. Invoices not paid when due may incur interest charges of 1.5% per month (18% annually), collection costs, attorney fees, and recovery expenses. Seller reserves the right to suspend shipments or cancel open orders if Buyer’s account becomes delinquent.
4. TAXES
Buyer is responsible for all applicable sales taxes, use taxes, VAT, duties, tariffs, customs fees, and governmental charges unless a valid tax exemption certificate is provided prior to shipment.
5. SHIPPING AND DELIVERY
Unless otherwise agreed in writing, shipments are made Ex Works (EXW) Miami, Florida. Risk of loss transfers to Buyer upon delivery to carrier. Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for carrier delays, customs delays, port congestion, weather events, supply shortages, government restrictions, or force majeure events.
6. TITLE AND RISK OF LOSS
Title to products remains with Seller until full payment has been received. Risk of loss or damage transfers to Buyer upon shipment from Seller’s facility or delivery to carrier.
7. PRODUCT AVAILABILITY AND LEAD TIMES
Inventory availability is subject to prior sale. Lead times are estimates only and may vary due to manufacturer production schedules, material shortages, logistics disruptions, or allocation conditions.
8. ORDER CHANGES AND CANCELLATIONS
Special order, non-stock, custom-configured, or factory-built items may not be canceled, modified, or returned without Seller’s written approval. Approved cancellations may be subject to restocking fees, manufacturer charges, administrative fees, and freight costs.
9. RETURNS
No returns will be accepted without a valid Return Merchandise Authorization (RMA). Returned products must be unused, in original packaging, and in resalable condition where applicable.
If a product purchased from Seller is received damaged, defective, fails to function under normal use, or if Seller ships an incorrect product, Seller will provide a prepaid return shipping label and will cover all reasonable return shipping costs associated with the approved return, replacement, or exchange process.
For returns requested for any other reason, including but not limited to customer preference, incorrect item selection, ordering errors, or no longer needing the product, Buyer shall be responsible for the return shipping costs. Seller may provide a return shipping label on Buyer’s behalf, and the cost of such label will be deducted from the refund amount issued to Buyer.
Special order, custom-configured, obsolete, modified, opened, or used products may be non-returnable and remain subject to Seller’s written approval.
10. WARRANTY
Seller passes through only the manufacturer’s warranty, if applicable. Except as expressly provided, Seller disclaims all warranties including merchantability, fitness for a particular purpose, and non-infringement. Buyer is responsible for determining product suitability.
11. LIMITATION OF LIABILITY
Seller’s maximum liability shall not exceed the purchase price of the affected product. Seller shall not be liable for indirect, consequential, incidental, punitive, or special damages including lost profits, downtime, labor costs, installation costs, or third-party claims.
12. FORCE MAJEURE
Seller shall not be liable for delays or failures caused by events beyond reasonable control including natural disasters, war, terrorism, labor shortages, pandemics, transportation disruptions, or supply chain interruptions.
13. EXPORT COMPLIANCE
Buyer agrees to comply with all applicable U.S. export laws, sanctions regulations, customs requirements, and import/export controls.
14. INTELLECTUAL PROPERTY
All trademarks, product names, logos, and materials remain the property of their respective owners. No intellectual property rights are transferred to Buyer.
15. GOVERNING LAW
These Terms shall be governed by the laws of the State of Florida. Any disputes shall be resolved exclusively in the state or federal courts located in Miami-Dade County, Florida.
16. SEVERABILITY
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. ENTIRE AGREEMENT
These Terms constitute the entire agreement between Seller and Buyer regarding the sale of products and supersede all prior agreements or understandings.