Terms and Conditions

Last Revised: [ September 14, 2023 ]

Terms and Conditions

ALL TRANSACTIONS ARE GOVERNED BY WILD ENERGY, INC.’S (“SELLER”) STANDARD TERMS AND CONDITIONS OF SALE. ANY PROPOSAL BY BUYER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM SELLER’S TERMS AND CONDITIONS OF SALE ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY BUYER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).  IN THE EVENT OF A CONFLICT BETWEEN THESE STANDARD TERMS AND CONDITIONS AND A WRITTEN PROPOSAL SIGNED BY  THE BUYER AND  THE SELLER, THE TERMS OF THE WRITTEN, SIGNED PROPOSAL WILL CONTROL.

  1. Formation of Contract. An order is deemed by Seller to be an offer to purchase by Buyer, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument signed or acknowledge by Seller or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Seller). Seller’s acceptance is subject to Seller’s Terms and Conditions of Sale stated herein.
  2. Credit. Seller may, but shall not be obligated to, grant credit terms to any Buyer. Acceptance of any order on credit is subject to final credit approval by Seller in writing. If the Seller does not grant credit approval to Buyer, any order shall be payable at the time of the order. Seller reserves the right to cancel any sale if Seller deems Buyer unable to pay for any products. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Seller.
  3. Invoices. All invoices are due and payable upon receipt. Any invoice not paid within thirty (30) days of receipt of the invoice will incur an interest charge of 2% per month automatically added to account balances until paid in full.  In addition, if any amount due to Seller, for any reason, becomes more than thirty (30) days past due, Seller may, without further notice, withhold further shipment of products and withhold further services until all invoices have been paid in full.  Customer shall have no right of set-off or withholding, and no deduction of amounts due from Customer to Seller shall be made without Seller's prior written approval. Any payments made by Customer to Seller shall be applied to the oldest invoices first.  Seller reserves the right, at our discretion, to engage a collection agency or an attorney to enforce payment, with any legal fees, court cost, expenses and other fees or penalties assessed to be paid by the customer.
  4. Customer Grant of Security Interest. Customer hereby grants Seller a security interest in the goods sold under this agreement to secure that portion of the purchase price not paid at the time of delivery. Wild Energy reserves a purchase money security interest in all goods or inventory sold pursuant to this Agreement and proceeds thereof until payment in full is made for all goods and services provided in connection with the sale. Purchaser agrees to execute any financing statement requested by Wild Energy to perfect its security interest in the goods.
  5. Cost of Delivery, Taxes and Other ChargeBuyer shall pay the costs of delivery of the products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale. All sales are F.O.B. Seller’s location.
  6. Transfer of Property and Risk of Loss.  The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Buyer F.O.B. Seller’s supplier’s factory.
  7. No Set-Off.Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.
  8. Patents. Sellers reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Seller’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Seller is not licensed.
  9. Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide Seller with written notice of a claim within [30 days] from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such products.
  10. Excuses for Non-Performance. If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.
  11. Seller’s Rights. If Buyer should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.
  12. Seller’s Ownership of Intellectual Property.  Seller retains all ownership of the intellectual property rights associated with the goods and services purchased by Buyer, including without limitation all copyrights, patents and trademarks. Buyer may not reverse engineer, copy or use any of Seller’s intellectual property except in connection with the goods and services supplied by Seller. In the event Buyer cease to be a current customer of Seller, then Buyer shall cease and desist in the use of any of Seller’s intellectual property and any rights granted to buyer shall terminate.
  13. Disclaimer of Warranties and Limitations of Liability. THE WARRANTIES SET FORTH IN SELLER’S WRITTEN WARRANTY DOCUMENT WITH RESPECT TO ITS GOODS AND SERVICES, A COPY OF WHICH IS AVAILABLE FROM SELLER, AND THE LIMITATION ON LIABILITIES AND REMEDIES THEREIN, ARE THE ONLY WARRANTIES MADE BY AND REMEDIES AVAIALBLE FROM, SELLER IN CONNECTION WITH THE GOODS AND SERVICES AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES. SELLER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
  14. Governing Law. These Terms and Conditions, shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of Florida, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  15. Dispute Resolution. Any claims or legal actions by one party against the other arising under these Terms and Conditions of Sale Agreement and/or any sale and purchase of products hereunder or any transaction contemplated hereby or concerning any rights under this Agreement shall be commenced and maintained in any state or federal court located in Sarasota County, Florida. Both parties hereby submit to the jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
  16. No Assignment. This contract between Buyer and Seller is not transferable by Seller party without the prior written consent of the other party, except that Seller may assign this Agreement without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller’s assets.
  17. Compliance with Laws; Export Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the products.
  18. Non-Disparagement. Neither Buyer nor Seller nor any employee, agent, or representative of such party will at any time after on behalf of such party, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, Instagram, SnapChat, or Twitter, or any other form of communication, disparage, defame, impugn, damage, or assail the reputation, or cause or tend to cause the recipient of a communication to question the business condition, integrity, competence, good character, professionalism, or product quality of Seller or Buyer, as applicable, whether by virtue of the sale of products and services by the Seller to the Buyer  or any of the details covered by these Terms and Conditions of any other agreement between the Seller and the Buyer, except as follows: to the parties' counsel, immediate family, spouse, any party when such disclosure is required by a subpoena issued by a court of competent jurisdiction, the parties' management, officers and Board of Directors, and except as required by law or order of court. Nothing in this provision shall be read to prohibit regular and commercially reasonable acceptable competitive business speech by either Buyer or Seller.
  19. Miscellaneous.Unless there is a separate contract signed by the Seller and the Buyer, these Terms and Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. In the event that there is a separate signed contract between the Seller and the Buyer, then these Terms and Conditions of Sale shall still apply and shall supplement that contract. No waiver by Seller of any of Seller’s Terms and Conditions of Sale or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Seller’s Terms and Conditions of Sale. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Seller’s Terms and Conditions of Sale.