Terms and Conditions
TERMS & CONDITIONS
GENERAL: Your Company submits this Credit Application to apply for an account with Audio America, Inc. for the purchase of goods and services in accordance with these Terms & Conditions (an “Account”). In these Terms & Conditions of your Account, the words “you” and “yours” refer to the Company applying for the Account, and the words “we”, “us”, “our”, or “AA” refer to Audio America, Inc. Any person using the Account with your express or implied permission (an “Authorized User”) is bound by these Terms & Conditions. In reliance on your Credit Application, we may accept your application to open an Account. We may, but are not obligated to, extend credit so that you may purchase goods and services for business purposes (“Products”) from Audio America.
ACCEPTANCE: The use of your Account by you or an Authorized User means you accept these Terms & Conditions.
PAYMENT: (A) You agree to pay all invoices for Products sold to you by Audio America according to the terms of the invoice and these Terms & Conditions. (B) If you fail to timely pay any invoice, you agree to pay a service charge on any unpaid balance at the rate of 1.5% per month (18% per annum), or the maximum allowed by law if less, until the overdue balance is paid. (C) Overdue and delinquent Account balances are subject to being placed for collection, and you agree to pay all costs of collection, including a reasonable attorney's fee at all levels of proceedings. (D) If any invoice is not paid when due, Audio America, at its option, may require that all other orders be sent C.O.D., or may suspend all further Account activities, until the Account is paid in full.
OFFSETS: (A) You shall not have the right to offset any amounts due to AA for Products invoiced to you. (B) You agree that Audio America has the right to offset any Account balance, or any portion thereof, against any funds due you from Audio America. Such funds that Audio America may use to offset your Account balance shall include, but are not necessarily limited to, any Monthly Incentives, Residuals, Reserves, or other funds or financial obligations that arise from any other Agreement you have or may in the future have with Audio America.
PRICING; TAXES: (A) Prices for Products sold to you are set by the terms of the invoice. (B) Prices are exclusive of all Federal, State, and local sales taxes, unless expressly indicated otherwise in writing on the invoice. (C) You must submit a tax exemption certificate that is acceptable to the appropriate taxing authorities for the state of the billing address of your Company. If an exemption certificate is not available, or you advise us in writing that you wish to pay sales tax, all applicable sales tax will be charged to and payable by you. If any exemption certificate is deemed invalid by any applicable taxing authority, you shall pay all such taxes, and any fines, penalties, or costs arising out of such invalid certificate.
DEFAULT: The following are events of default under the Terms & Conditions of your Account: (A) You do not pay any payment when due. (B) You make any false or misleading statement on your credit application or fail to supply us with updated financial information within 30 days of our request. (C) You file for bankruptcy or a bankruptcy petition is filed against you. (D) Any natural person guaranteeing payment on your Account dies, declares bankruptcy or has a bankruptcy petition filed against him or her. (E) An event occurs which in our reasonable discretion causes the prospect of payment by you to be significantly impaired. (F) You breach any other provision of the Terms & Conditions of your Account. (G) You breach any other Agreement you have with Audio America. In the event of default, we may demand the entire unpaid balance be paid immediately. If you are in default and we refer your Account to an attorney and/or collection agency for collection, we may charge you our collection costs, including court costs and reasonable attorneys' fees, when and as permitted by applicable law. All liabilities of the your Company and of any Guarantor of your Account shall mature immediately upon the insolvency of your Company, its inability to meet its obligations as they become due, the appointment of a receiver, custodian or trustee for your Company or any of its property, the filing of a voluntary or involuntary petition for relief in bankruptcy, reorganization, the making of an assignment for the benefit of creditor, or the calling of a meeting of creditors by your Company, or if any of the foregoing events shall occur with respect to any Guarantor of your Account.
RETURN CHECK FEE: If you make a payment with a check that is dishonored or returned for insufficient funds, you agree to pay a fee of $25 for each such check.
UPDATED INFORMATION: Upon our request, you agree to promptly update your business and personal information, including providing financial statements if requested. You shall promptly provide Audio America written notice of any change in your or your Company name, address, business organization status, ownership, owners, officers, partners, or locations.
CREDIT INVESTIGATION: You give us the right to investigate your business and/or personal credit history, as applicable. You authorize us to furnish information about the Account to credit reporting agencies and others who may lawfully receive the information including our affiliates.
CANCELLATION OF ACCOUNT: We and you have the right to cancel this Account, as it relates to future purchases, at any time without default. You, of course, remain obligated to pay for all purchases made prior to cancellation. Cancellation of your Account may result in the termination of other Agreements you have or may in the future have with Audio America.
WARRANTY DISCLAIMER; LIMITATION OF LIABILITY: Audio America offers no guarantees or warranties of any kind whatsoever, including any warranties of merchantability or of fitness for a particular purpose, either expressed or implied, on the Products and service sold by Audio America. You assume all risks and liability for the results obtained in the installation and use of any Products sold by Audio America. You agree that Audio America shall not be liable for any consequential or special damages, including lost profits that may result from defective or unfit Products. The only warranties on the Products sold by Audio America are the warranties made by the manufacturer.
FREIGHT; SHIPPING; DELIVERY: All orders are shipped F.O.B. Audio America shipping point. Method and route of shipment are at Audio America’s discretion. Risk of loss or damage to the Products shall pass from Audio America to you as soon as the Products are packed and ready for delivery to a carrier, and title shall pass to you at that time. All risk of loss or damage in transit shall be borne by you and it is your responsibility to file any damage or loss claims with the carrier. You agree that under no circumstances shall you withhold payments from Audio America because of damage or loss in transit. Audio America does not guarantee delivery dates, and Audio America shall not be liable to you for any delay or failure of delivery of Products for any reason, regardless if your order for Products is submitted and accepted. Any claim you have regarding discrepancies between the invoiced descriptions or quantities and the actual Product you received must be made in writing within 15 days from the date of invoice, or your claim is waived. Absent any such claim, actual delivery of the invoiced descriptions or quantities of the ordered Product shall be conclusively presumed.
RETURNED PRODUCTS: You shall not return any Product to Audio America unless your request is in writing and in accordance with Audio America’s or the manufacturer's Return Authorization procedures. Unless otherwise agreed to in writing, a restock charge will be assessed upon the return of Products because of your ordering error, late cancellation of your order, or when assessed by the manufacturer.
CONFLICTING TERMS; ACCEPTANCE: Audio America shall not be bound by any written terms contained on any purchase order or other document you submit for the placement of an order for Products. These Terms & Conditions of your Account and any terms set out in Audio America’s invoice for your order shall control in all instances, unless otherwise agreed to in writing by Audio America. No orders submitted by you will be considered final until accepted by Audio America and processed to an invoice. Audio America is under no obligation to accept any order submitted by you.
GOVERNING LAW; VENUE; JURISDICTION: The Terms & Conditions of your Account and any claims arising under it shall be governed by the laws, both substantive and procedural, of the State of Florida and exclusive venue shall be in Palm Beach County, Florida. You expressly consent to the jurisdiction of the Courts of the State of Florida. Should you have any other Agreement with AA, AA, at its sole discretion, may invoke any dispute resolution clause contained therein as the mechanism to resolve any claims arising hereunder relating to your Account.
WAIVER OF JURY TRIAL: You waive any and all rights you may have to a trial by jury of any claims relating to your Account and the Terms & Conditions of your Account.
ASSIGNMENT: You agree that we may sell, assign or transfer our rights to your Account without written notice. You may not sell, assign, participate or transfer your rights to your Account without our prior written consent.
ELECTRONIC TRANSACTIONS; FAXES: You expressly consent to: (A) conduct transactions by electronic means; and, (B) receive telephone solicitations, facsimile transmittals, e-mails, or web-site postings from Audio America, including those that are unsolicited, which contain unsolicited advertisements.