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CONTROLLING TERMS AND CONDITIONS. Party Works, LLC, d/b/a Amusement Supply Company (“Seller”) hereby provides notice of its objection to each and every term, condition, and/or provision of Buyer’s Purchaser Order (“Order”) which is, in any way, inconsistent with or in addition to the terms and conditions hereof, or is any change from the quoted applicable wholesale/retail prices. Buyer’s inconsistent or additional terms, conditions, and/or provisions, if any, shall not be applicable hereto or binding upon Seller and in no event shall any such inconsistent or additional term, condition, and/or provision of Buyer's Order, whether by acknowledgment or otherwise, become a part of this agreement. If Buyer objects to one or more of the terms herein, such objection must be in writing and received by Seller prior to the commencement of performance by Seller. Each Order is subject to written acknowledgment and acceptance by Seller, plus payment of all monies due with the Order. Acceptance and/or retention by Buyer or by any of its customers of any goods or any part thereof delivered by Seller hereunder shall be conclusively deemed acceptance of the terms and conditions hereof. Seller's failure to object to terms contained in any communication from Buyer shall not be a waiver of the terms hereof. The Order does not contemplate that Seller will thereafter furnish to Buyer any consumable parts for the goods or will provide any routine maintenance services.

PRICES. The applicable quoted retail or wholesale prices (shown in United States dollars in each Order) are to be exclusive of all shipping and handling costs, applicable taxes/duties and insurance, all of which shall be payable by the Buyer in addition to the applicable retail or wholesale prices quoted. Seller also reserves the right to correct any and all typographical and/or clerical errors. The reasonable costs of storing, warehousing and maintaining the goods prior to delivery, and the costs of shipping, handling, packaging and insuring the goods sold are not included in the quoted prices, unless specifically noted in the quotation. Purchaser shall separately pay for all expenses of removing and transporting the goods from the Seller’s or its supplier's place of business or warehouse, unless specifically noted in the quotation. Seller will use its commercially-reasonable efforts to provide installation supervision and/or specific training for the goods purchased following delivery and installation, upon reasonable advance written request from the Buyer, all of which shall be at the sole cost and expense of Purchaser (the costs of which will vary but which will be subject to Seller’s quoted hourly charges in existence from time to time, plus reasonable travel and per diem costs, unless set out in the Order).

TITLE AND DELIVERY. Goods shall be delivered F.O.B. Seller's shipping location and title and liability for loss or damage thereto shall pass to Buyer upon Seller's tender of delivery of the goods to a carrier for shipment to Buyer, unless otherwise agreed and stated on the face hereof and on Seller’s Order; however, in no event shall any loss or damage after delivery of the goods to a carrier relieve Buyer from any obligation hereunder. Buyer shall bear all insurance and transportation expenses, including, without limitation, responsibility for any taxes, duties, or documentation. Seller may deliver the goods in installments. Shipping dates are approximate only and Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's customers if Seller fails to meet the specified delivery schedule. Buyer understands and acknowledges that there may possibly be reasonable delivery delays on large quantities of products contained in an Order. Shipments shall be freight pre-paid.

TERMS AND METHOD OF PAYMENT. Sales are contingent upon and Seller will not accept any Order without payment in full of the applicable prices, plus shipping and handling costs, applicable taxes/duties and insurance, unless Buyer has made prior credit arrangements with Seller. In the amount the Buyer has incorrectly determined the prices, taxes or other financial components in its Order, the Buyer shall nevertheless be liable for payment in full of all applicable costs and charges. Seller may be able to assist the Buyer with credit terms should Seller (and, in certain situations, its unrelated banking reference)be satisfied with the creditworthiness of the Buyer or with Buyer’s customer(s), as applicable, but nothing contained herein is any promise that Seller will accept any Order which is submitted without payment in full. Unless alternative arrangements have been made in advance with the Seller (reflected by a clear writing from the Seller agreeing to same), the Buyer will wire transfer monies owed for any Order to a special account established by the Seller (or alternatively, forward to Seller a certified or bank cashier’s check). All costs of collection, including, but not limited to, reasonable attorneys' fees, shall be borne by Buyer. If payment in U.S. dollars is not received for all items for which the Buyer is responsible, according to the terms of sale, then Seller shall charge interest at 1.5% per month on any unpaid balance, and/or exercise any and all rights and remedies at law or in equity. Finally, where Buyer is five (5) or more days delinquent in its payment of any amounts owed to the Seller, no further shipment of goods (either individual orders or installments) shall be made until such delinquency is remedied to satisfaction of Seller. If the goods are delivered in installments, Buyer shall pay for each installment in accordance with the terms hereof. Payment shall be made for the goods without regard to whether Buyer has made or may make any inspection of the goods. Any goods held for Buyer shall be at Buyer's sole risk and expense. Until the goods are paid for in full, Seller retains a security interest in the goods and shall have all rights of a secured party therein pursuant to the provisions of the applicable Uniform Commercial Code (or other similar foreign country laws). Buyer shall, upon request of Seller, execute a Financing Statement (or similar documentation) as required by applicable Uniform Commercial Code (or other similar foreign laws), and Seller shall have the right to require receipt of such same prior to any shipment. In furtherance of the foregoing, an irrevocable power, coupled with an interest, is hereby granted by Buyer and reserved unto Seller to execute such Financing Statement (or similar documentation) in Buyer’s behalf and stead. The acceptance of goods by Buyer or its customers shall be deemed a grant and an acknowledgment of and conclusive evidence of such grant and reservation of power to Seller as Buyer's attorney-in-fact for purposes of executing each and every such Financing Statements (or similar documentation).

CONTINGENCIES. Seller shall be excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Seller or Seller's suppliers, including, but not limited to, war (declared or not), act of terrorism, sabotage, insurrection, riot, or other actor civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or subdivision thereof affecting the terms of the sale or otherwise, judicial action, labor dispute, accident, fire, explosion, flood, storm, or other act of God, shortage of labor, fuel, raw material, or machinery, or technical failure where Seller has exercised ordinary care in the prevention thereof. If any contingency occurs, Seller may allocate production and deliveries among Seller's customers.

CANCELLATION. An Order may not be canceled unilaterally by Buyer.

DISCLAIMER OF WARRANTIES. Except as may be otherwise provided in writing, either on the face of this Agreement or in a separate writing, signed by a duly authorized representative of Seller, furnished to Buyer by Seller, THERE ARE NO WARRANTIES,EXPRESSED OR IMPLIED, MADE BY SELLER HEREIN ON THE GOODS OR ANYPART THEREOF SOLD HEREBY, WHETHER NEW, USED OR REFURBISHED.SPECIFICALLY, THE BUYER ACKNOWLEDGES THAT THERE ARE NO IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE BEING MADE BY THE SELLER WITH RESPECT TO THE GOODS, OR ANYPART THEREOF WHICH ARE BEING SOLD HEREBY. FURTHER, SELLER MAKESABSOLUTELY NO REPRESENTATION OR WARRANTIES AS TO CONFORMITY TOINTERNATIONAL, NATIONAL, PROVINCIAL, STATE, OR LOCAL LAW REGARDINGUSAGE OF THE GOODS, OR ANY PART THEREOF, FOR THE BUSINESS ACTIVITIESINTENDED BY BUYER OR ITS CUSTOMERS. ALL USED OR REFURBISHED GOODSSOLD “AS IS.” Seller warrants only that, to the best of its knowledge and belief, the goods were manufactured and/or refurbished in a good and workmanlike manner, using sound commercially-reasonable materials. Any warranty claim must be made with the applicable manufacturer of the goods, unless some separate limited warranty has been agreed upon, in writing, by Seller when the Order was accepted. IN NO EVENT SHALL SELLER BELIABLE TO BUYER OR ANY OF BUYER’S CUSTOMERS OR ANYONE ELSE FORSPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANYBREACH OF THE PROVISIONS OF THIS CONTRACT OF SALE OF GOODS OR FORTORTIOUS CONDUCT EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOTLIMITED TO, THE FOLLOWING: LOSS OF GOOD WILL, LOSS OF PROFITS, LOSSOF USE OR INTERRUPTION OF BUSINESS. Buyer understands the importance of reading/following all product warnings and limitations.

DAMAGE OR SHORTAGE. Any claim relating to the shipment or packaging of goods must be made within ten (10) working days of receipt of the goods. If the goods arrive unsatisfactorily, it is necessary that the shipping company be notified immediately for inspection and the insurance carrier should be notified about making a claim for damages. Any goods being returned to Seller must have management approval from Seller.

SET-OFF. Buyer shall not, at any time, be entitled to set off any amount whatsoever owing at any time from Seller to Buyer.

APPLICABLE LAW. The validity, performance, and construction of this contract shall begoverned by the laws of the Commonwealth of Kentucky (U.S.A.) for contracts made andto be performed in Kentucky. This contract shall be deemed to have been made andaccepted in Oldham County, Kentucky. Subject matter and personal jurisdiction over any dispute under this contract and over any of the parties to this contract shall by agreement of the parties be conferred upon the Oldham Circuit Court of the Commonwealth of Kentucky located in LaGrange, Kentucky or upon the United States District Court for the Western District of Kentucky (at Louisville).

LIMITATION OF ACTION. Any action based upon this contract must be brought within two(2) years of the date of Seller’s acknowledgment and acceptance of Buyer’s Order.

NON-WAIVER. The failure of Seller to insist in any one or more instances upon the performance of any of the terms, covenants, or conditions of this agreement or to exercise any right or remedy hereunder or at law or in equity, shall not be construed as a waiver or relinquishment of any such term, condition, right, or remedy or any other terms, conditions, rights, or remedies under this agreement or of any future performance of any term, covenant, or condition or the future exercise of any such right or remedy. Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Seller may decline to make further shipments. If Seller elects to continue to make shipments, Seller's action shall not constitute a waiver of any default by Buyer or, in anyway, affect Seller's legal rights or remedies for any such default.

ENTIRE AGREEMENT; SEVERABILITY. This contract constitutes the entire and only agreement between the parties relating to the sale of the goods described herein and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No representations or statements of any kind made by any representative of Seller which are not stated herein shall be binding on Seller. No addition to, modification of, or supplementation of any provision to the contrary shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller. No course of dealing or usage of trade or course of performance shall be relevant to explain, modify, or supplement any term expressed in this contract. In case one or more of the provisions in this contract should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Neither party shall take any direct or indirect actions to circumvent the intent of this contract.




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