1. ACCEPTANCE
If these terms differ in any way from the terms and conditions of the Buyer's order, or if this writing is considered an acceptance or confirmation acting as acceptance, MCR Beverage Solutions dba All Espresso Service ("Seller") accepts the order **expressly on the condition** that Buyer agrees to any differing or additional terms contained herein. Furthermore, this writing shall be deemed notice of objection to any conflicting terms proposed by Buyer. If this writing is construed as an offer, acceptance is **expressly limited** to the terms and conditions contained herein. In any case, Buyer's acceptance of the goods or services provided by Seller ("Products") signifies Buyer's assent to Seller's terms and conditions. No additions or modifications will be valid unless agreed to in writing by Seller.
2. TERMS OF PAYMENT; PRICING
(a) Unless otherwise agreed in writing, payment is due 30 calendar days after the invoice date (if terms are established), without discount. Invoices will be dated as of the shipping date. A service charge of 1.5% per month will be applied to any unpaid balance starting 31 calendar days after the invoice date.
(b) As collateral for payment, Buyer grants Seller a security interest in the Products. This constitutes a purchase money security interest under the Uniform Commercial Code of Florida or the location where Buyer maintains the Products. Seller reserves the right to file any necessary documentation, including financing statements, to protect its rights.
(c) Buyer shall not withhold or offset any amount due to Seller because of any claims made against Seller under the order or any other agreement.
(d) All insurance and shipping charges are the responsibility of the Buyer.
(e) Prices quoted by Seller exclude city, state, or federal taxes. Any taxes or government fees imposed on the production, shipment, or sale of the Products are the responsibility of Buyer. Any such taxes paid by Seller will be reimbursed by Buyer.
(f) Seller will follow its customary shipping methods. Any additional costs incurred from Buyer's specific packaging requests will be charged to Buyer.
(g) A minimum fee of $35 or 10% of the check amount will be charged for any returned checks. Buyer is responsible for collection costs, and legal action will take place in Broward County. A 1.5% monthly finance charge applies to overdue invoices. No refunds or exchanges will be provided for equipment, parts, coffee, or related products.
(h) All orders must be prepaid before shipping unless credit terms have been established. Most major credit cards are accepted, as well as company checks and wire transfers. If credit terms have been established, the following structure applies:
- 1-30 days: Invoice due.
- 31-60 days: Account is past due, and all orders and services will be placed on credit card terms.
- 61-90 days: Account is placed on NO SHIP / NO SERVICE status.
- 91+ days: Account is turned over to collections.
Technical support and warranty service may be suspended if accounts are delinquent. Invoices will be emailed to the designated person or department with the authority to approve and pay them. If email contact information changes, please notify billing@allespressoservice.com immediately.
3. TITLE AND RISK OF LOSS
Title and risk of loss for the Products transfer to Buyer upon delivery to the carrier at Seller’s facility.
4. CREDIT
Seller reserves the right to require satisfactory assurances related to Buyer’s financial condition before shipping any Products. If Buyer defaults on payment, Seller may, at its discretion, defer further shipments until satisfactory credit is re-established, require payment in advance, or cancel unshipped portions of the order without liability.
5. FORCE MAJEURE
Seller will not be liable for any loss or damage resulting from delays or failures to perform due to causes beyond its control, including but not limited to strikes, labor disputes, acts of God, civil unrest, governmental actions, or material shortages. Seller may, at its discretion, be excused from performance or allocate deliveries as it deems appropriate.
6. DELIVERY; CLAIMS/RETURNS
(a) Delivery dates are not binding. Seller will make reasonable efforts to notify Buyer of delays, but failure to meet delivery dates does not entitle Buyer to cancel the order.
(b) Any claims for shipping, quality, freight, or pricing issues must be submitted in writing within 30 days of receiving the Products. Failure to file a claim within this period constitutes acceptance of the Products. No Products may be returned without prior written authorization from Seller.
7. SOLE AND EXCLUSIVE WARRANTY
(a) Seller expressly warrants that the Products provided to Buyer will be free from any liens or encumbrances and that good title to said Products will be conveyed to Buyer by sale of the same. Seller also warrants that the Products will be free from defects in material and workmanship for a period of one (1) year ("Warranty Period") after shipment. This warranty does not cover wear and tear parts such as seals, valves, taps, heater resistors, and temperature controls. In addition, this warranty does not cover any Products which (i) have been misused or modified by a party other than Seller or its authorized service provider; (ii) have not been properly installed; (iii) have been subject to unusual stress including but not limited to damage due to water quality or operator error; (iv) have not been properly maintained; or (v) have a defect that has not been reported to Seller during the Warranty Period. In the event of a breach of the warranty, Buyer's sole and exclusive remedy, and Seller's sole and exclusive obligation, shall be, at Seller's option, the repair or replacement of the defective Products.
Warranty Coverage: All equipment sold by All Espresso Service includes a one-year limited parts warranty. This warranty begins on the date stated on your invoice. MCR Beverage Solutions and its companies warrant that the equipment they manufacture will be free from defects in material and workmanship at the time of manufacture and that such defects, if any, will appear within the applicable warranty period. This warranty does not apply to any equipment that, in the judgment of our technical department, has been affected by misuse, neglect, alteration, improper installation or operation, improper maintenance or repair, damage, or casualty. For more information on your equipment warranty and a complete list of warranty exclusions, please refer to the full warranty statement.
(b) Seller warrants that all services provided related to the Products will be performed in accordance with industry standards. In the event of a breach of warranty for such services, Seller’s sole and exclusive obligation shall be to re perform such services at no cost to Buyer.
(c) THE WARRANTIES SPECIFIED ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES TO BUYER FOR THE PRODUCTS AND ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8. LIMITATION OF LIABILITY
(a) Seller shall not be liable for any special, indirect, incidental, or punitive damages, including but not limited to lost profits, loss of use, or loss of goodwill, regardless of the theory of liability.
(b) Seller's total liability for any Products shall not exceed the amount paid by Buyer for the Products in question.
9. GENERAL
(a) This Agreement is governed by the laws of the state of Florida, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All legal actions related to this Agreement must be brought in Broward County, Florida, unless otherwise agreed.
(b) Failure by Seller to enforce any provision of this Agreement will not be considered a waiver of that provision or any other provision. Similarly, any failure by Seller to exercise its rights due to Buyer's default shall not be deemed a waiver of those rights.