TERMS & CONDITIONS
In order to maintain and properly service a name program, Florida State Distributors, Inc. (FSD) must carry a large amount of
inventory. Also, FSD incurs a very large up-front cost just to initiate a new name program: artwork, display construction, inventory, and set-up costs. Depending on the number of name programs and the location of the account, these costs can range from $25,000 to more than $50,000. To justify these high initial expenses, FSD must amortize them over the first two to five years of sales. In view of the above, FSD asks for your understanding and cooperation concerning the following conditions.

A. FSD requires at least a six month’s written notice (six months of operating season) should you wish to discontinue a program or change the artwork of a program. This notice is required so FSD may deplete inventories that it must carry based on normal orders. All remaining inventory that FSD has on hand or on order shall be purchased at the end of any program.

B. All displays are the property of Florida State Distributors, Inc. and are to be used for the term of the program for which it is established and displayed. Unless otherwise agreed to in writing by FSD, all trademarked displays, merchandise displays and/or back stock shelving (“Displays”) are the property of FSD and are provided to each program as separate and distinct FSD property, independent of the merchandise and/or program. Should the client request modifications (such as but not limited to color, size, layout, etc.,) to any display in less than 3 years from receipt of the original display, including termination of a program, the client is responsible for all expenses of the existing and/or new display. There is no expense to the client for replacements due to damages in shipping or FSD error. All displays must be returned or purchased at the end of any program.

C. In the event of any dispute between the parties, the prevailing party shall be entitled to recover from the non-prevailing party (including any affiliates, successors and assigns), its reasonable attorney fees, paralegal fees, costs and interests, through all tribunals, bankruptcy proceedings and collection efforts. Florida law shall govern all matters, with venue lying exclusively in Orange County, Florida.

TRADEMARKS. Florida State Distributors, Inc. (“FSD”) is the registered owner of certain United States trademarks on certain merchandise displays and hereby grants a non-exclusive, non-transferable and non-assignable license to use the trademarked displays for the term of the program for which it is established and displayed. Unless otherwise agreed to in writing by FSD, all trademarked displays, merchandise displays and/or back stock shelving (“Displays”) are the property of FSD and are provided to each program as separate and distinct FSD property, independent of the merchandise and/or program.

TERMINATION PROCEDURES. Upon the termination of any program, for any reason whatsoever, all Displays provided by FSD must be returned to FSD or purchased (at FSD's discretion). It is understood and agreed that reasonable arrangements shall be made within ten (10) business days from the date of termination of any program to allow FSD to remove and obtain possession of all of the Displays. Failure to return, or failure to provide reasonable arrangements for, the return of the Displays as set forth herein shall entitle FSD to seek any legal or equitable remedies available, including temporary injunctive relief. For valuation purposes, the reasonable values of the Displays range from $1,000 to $6,000, exclusive of any removal fees and costs. FSD shall be provided six (6) months written notice prior to any termination of any program. Failure to provide FSD with six (6) months written notice prior to any termination of any program shall entitle FSD to reimbursement for all reasonable costs and expenses, including labor, associated with all remaining program inventory in the possession or control of FSD.
SERVICE or FINANCE CHARGES. All invoices are due upon receipt. Finance fees are applicable on accounts that remain unpaid beyond 30 days from the date of the invoice at the rate of 1 ½% per month (or the highest rate allowable at law) on the entire unpaid balance. Nonpayment or excessive late payments will entitle FSD to require all future invoices paid C.O.D (Collect On Delivery) or P.I.A. (Paid In Advance). C.O.D. and P.I.A. invoices are subject to $25 service charge if subsequent notices need to be sent to collect funds. Any payments returned for NSF (Insufficient Funds) will result in an NSF Charge of $35.00 or actual charges incurred, whichever is greater and payments from that date forward shall be remitted via certified check, money order, or wire transfer. PLEASE NOTE THERE WILL BE A $50 FEE FOR EACH INVALID INACCURATE, OR UNAUTHORIZED RTV (Return to Vendor), CREDIT, DEDUCTION, OR VCB (Vendor Charge Back).

ATTORNEY’S FEES. In the event of any dispute between the parties, the prevailing party shall be entitled to recover from the non-prevailing party (including any affiliates, successors and assigns), its reasonable attorney fees, paralegal fees, costs and interests, through all tribunals, bankruptcy proceedings and collection efforts. Florida law shall govern all matters, with venue lying exclusively in Orange County, Florida.

ACCOUNT SERVICING. Unless otherwise agreed to by FSD in writing, FSD shall not be obligated to provide servicing for any program.

SHIPPING AND HANDLING. Unless otherwise agreed to in writing, FSD is not responsible for any shipping and handling charges. FSD shall coordinate shipment of all program merchandise based on reasonable account instructions. FSD shall ship all merchandise via “Best Way” based upon standard rates with the designated carriers. Any request for shipments via consignee collect must be clearly noted on a purchase order. In the event that any shipment is not sent consignee collect, Shipping & Handling charges do apply. FSD shall not be responsible for any delays beyond their reasonable control. Shipping & Handling charges are based on ‘actual charges’ incurred from the freight company, in addition to handling fees Per/Box or Per/Skid (minimum freight charge for any shipment is $20.00). There are no Handling charges on ‘Consignee Collect’ or ‘Serviced’ deliveries. All rushed shipments requested via ‘Air’ must be paid in advance. FSD will not charge Shipping or
Handling charges on ‘Consignee Collect’ or ‘Serviced’ deliveries.

RETURNS or CREDIT AUTHORIZATIONS. All damage or shortage claims must be reported within 30 days of receipt of product to FSD Accounting Department to receive a CM (credit memo) #. All claims must be issued a CM # by FSD or will not be recognized by FSD. All RTV’s, Returns, Etc., are subject to a 25% re-stocking fee.