Mosaic Pro Client Terms and Conditions

Client Terms & Conditions

“Company” is “AMG Marketing Services, LLC d/b/a Mosaic PRO.”
“Client” is each party purchasing goods, products and/or services from Company.

Company and Client may individually be referred to as a “Party” and collectively as the “Parties.”

Applies to: quotes and proposals issued by Mosaic PRO to clients, and the goods and services sold under them.

  1. Terms and Conditions of Sale. The Terms & Conditions contained herein (the “T&Cs”) are exclusive and in lieu of all other terms and conditions appearing on Client’s purchase order or elsewhere, and shall govern all sales of goods, products and services by Company to Client regardless of the form or medium of Client’s purchase order, and regardless of whether Company’s actions are deemed to be a prior offer of Client’s purchase order or an acceptance thereof. In case of a conflict between these T&Cs and Client’s purchase order or any of Client’s other terms and conditions, these T&Cs shall prevail except where Company has expressly agreed to the conflicting term in writing. Client’s delivery of a Client Authorization, or acceptance by Client of Company’s performance of any services including, but not limited to, providing any goods/products, (which acceptance shall be effective immediately at the start of such performance) shall evidence Client’s agreement to the foregoing, to the acceptance of any different or additional terms, and that any additional terms shall not constitute a material alteration of Client’s terms. Company objects to and rejects any additional or different terms proposed by Client. If Company and Client are parties to a Master Agreement (as defined in Section 17), the Master Agreement governs, and these T&Cs apply only to the extent they do not conflict with, and address a matter not covered by, the Master Agreement.
  2. Termination. Client has no right to terminate for convenience. Client may only terminate for Company’s material breach if Company, after written notice, fails to cure within thirty (30) days of receipt of such notice. Any termination by Client must be in writing. Company may terminate for convenience by providing thirty (30) days’ written notice to Client. In the event of a termination by Company for a material breach by Client that Client fails to cure, Client shall pay Company termination charges consisting of all of Company’s costs and expenses incurred in connection with Company’s performance (including without limitation labor, material and overhead), and all costs and expenses incurred as a result of the termination. Regarding any breach by Client hereunder, Company reserves all rights and remedies available hereunder, in equity or at law. If a Quote or any part of it is cancelled or terminated other than by Client for Company’s uncured material breach, Client shall pay Company for all goods delivered and services performed through the effective date of cancellation or termination, together with all non-cancellable costs, third-party charges and expenses committed by Company in connection with the Quote. If Company terminates for convenience, Client shall pay Company for all goods delivered and services performed through the effective date of termination.
  3. Price. Unless otherwise stated on the face hereof, all prices indicated herein are quoted F.O.B. Company’s (or its supplier’s) place of manufacture or shipment and shall be adjusted only for freight and taxes. Prices do not include any sales, use, excise or other taxes or assessments. All sales, use, excise and other taxes and assessments shall be borne by Client.
  4. Payment. The terms of payment are net thirty (30) days, or as otherwise stated on any documentation issued by Company to Client. Payments not received when due bear interest at the lower of 12 percent per annum or the maximum rate allowed by applicable law, and Client shall also pay Company’s reasonable attorneys’ fees and collection costs incurred in collecting any past-due amounts. Company reserves the right to limit, cancel or revoke the credit of Client at any time and for any reason, and Company may require or demand payment or adequate assurances of performance from Client prior to performing any aspect of the sale of goods hereunder. Company reserves all rights to reclaim goods delivered and not paid for upon discovery of Client’s insolvency.
  5. Delivery. The production time is only an estimate of when the product will be shipped. Company assumes no liability for loss, damage or consequential damage due to delays. Company reserves the right to make delivery in installments (including both advance shipments and back orders) unless Client expressly states otherwise in Client’s purchase order. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delivery of an installment shall not relieve Client of its obligation to accept remaining deliveries. Company shall be excused for any delay in performance or delivery due to acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, quarantine restrictions, factory conditions, strikes, labor disputes, delays in transportation, shortage of transport vehicles, labor or materials, or any circumstance or cause beyond the control of Company in the reasonable conduct of its business. Company further reserves the right, in its full discretion, to allocate inventories and current production and to substitute suitable materials when, in its opinion, circumstances warrant such allocation or substitution.
  6. Inspection. Client may inspect, or provide for inspection, at the point of receipt of shipment. Client shall inspect goods immediately. All claims for alleged defects in goods are waived unless Company is notified in writing of the claim within thirty (30) days after receipt of shipment, and Client and Company agree that such thirty (30) day time period is a reasonable time for inspection and notice. Notwithstanding the foregoing, no claim shall be effective if made after the goods have been altered or used. Client shall afford Company prompt and reasonable opportunity to inspect all goods to which any claim is made and to cure any non-conformance. No material shall be returned to Company without Company’s express consent, a return authorization, and return instructions. Risk of loss as to nonconforming goods remains with Client until proper return to Company as described herein.
  7. Title and Risk of Loss. Title passes to Client upon full payment to Company for the products. All risk of loss passes to Client as the products are loaded onto the carrier, and Company is not responsible for damage or loss in transit. Except as otherwise provided herein and expressly stated with respect to shipping terms, Client must obtain adequate insurance to cover the products from the time risk of loss has passed from Company.
  8. Warranty. Company warrants that the products delivered to Client will materially conform to the specifications thereof. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, COMPANY DISCLAIMS ALL AND DOES NOT MAKE ANY ADDITIONAL REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES AND/OR INDEMNITIES AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, PRICE, PATENT OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION HEREOF. If any model, sample, affirmation or description were shown or given to Client, such model, sample, affirmation or description was used merely to illustrate the general type and quality of goods and not to represent that the products would necessarily conform to the model or sample. In any event, Client agrees that it has approved of any such model, sample, affirmation or description given. Company’s warranty of any product is of no effect if (i) the product is not stored or handled appropriately, (ii) the product is materially altered, (iii) the defect of the product resulted from damage occurring after receipt of shipment, (iv) the defect of the product has not been reported to Company promptly after discovery thereof, or (v) the defect should have been discovered by Client in Client’s inspection and it is not reported within the time for objection described herein.
  9. Remedies. IF COMPANY BREACHES THE WARRANTY PROVIDED TO THE CLIENT, AND THE CONDITIONS FOR THE APPLICABILITY OF THE WARRANTY ARE MET, COMPANY SHALL, AT ITS OPTION, EITHER REPLACE OR REPAIR THE NONCONFORMING GOODS OR REFUND ALL AMOUNTS PAID BY THE CLIENT TO COMPANY FOR SUCH GOODS. THIS IS THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. The sole purpose of this remedy is to provide the Client with the repair or replacement of goods or, at Company’s option, to refund the price paid by the Client hereunder. This remedy shall not be deemed to have failed of its essential purpose so long as Company is willing to take one of those actions. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF THESE T&Cs, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF COMPANY HAS BEEN ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF SUCH DAMAGES.
  10. Indemnification. To the maximum extent allowed by law, Client must defend and indemnify Company and its employees and agents against all costs, expenses, liabilities, losses and claims incurred by Company as a result of (i) Client’s negligent use, ownership, maintenance, transfer, transportation or disposal of the products; (ii) any infringement or alleged infringement of the industrial and intellectual property rights of others arising from Client’s manuals, drawings, plans, artwork, designs, specifications (including Client’s trademarks and brand names) or production of the products as ordered by Client; and (iii) Client’s violation or alleged violation of any federal, state, county or local law, rule or regulation.
  11. Confidentiality. All information, property and rights regarding the products and services hereunder, including without limitation manuals, drawings, documents, specifications, samples, models and pricing schedules, shall be confidential information, property and rights of and belonging to the disclosing party. Except for disclosures in connection with the performance of the services, the receiving party shall not disclose any such information and shall take all precautions to protect such information from disclosure. The obligations hereunder shall survive any termination hereof. Without the express written consent of the other Party, a Party shall have no right or license to use the name or marks of the other Party or its affiliates for any purpose outside of the performance of the services. “Confidential information” does not include information that is or becomes public other than through the receiving party’s breach, was already known to or is independently developed by the receiving party, or is lawfully received from a third party without restriction. A Party may disclose confidential information as required by law or legal process (giving the other Party prompt notice where legally permitted), and Company may disclose it to its affiliates, suppliers and subcontractors who need it to perform and are bound by confidentiality obligations.
  12. Statute of Limitations. All claims and actions resulting from any action hereunder as to the products or services delivered or performed hereunder must be brought within one (1) year after such claim or action accrued. This Section applies only to the extent permitted by applicable law and does not limit Company’s right to collect amounts owed to it.
  13. Governing Law. The validity, construction and performance hereof is governed by, and must be construed in accordance with, the internal laws of the state of Florida, without regard to its conflicts of law provisions, including without limitation the Uniform Commercial Code. Client and Company irrevocably consent to the venue of the courts having situs within Duval County, Florida and consent and submit to the jurisdiction of any court located within such county. The U.N. Convention on Contracts for the International Sales of Goods does not apply.
  14. Assignment, Successors and Assigns. Company may assign or subcontract its rights and obligations hereunder. Client may not assign any interest herein or delegate any obligation hereunder. These T&Cs shall be binding upon the Parties’ successors and permitted assigns. Without limiting the foregoing, Company may assign these T&Cs and any Quote or Client Authorization, without Client’s consent, to any affiliate or to any successor to all or part of Company’s business (including by merger, reorganization, name change or conversion), and will notify Client under Section 19.
  15. Entire Agreement. Subject to Section 1, these T&Cs, together with the Quote and any Client Authorization (each as defined in Section 17), comprise the complete and final agreement between Company and Client and supersede all prior negotiations, proposals, representations, commitments, understandings or agreements between Company and Client, either written or oral, on its subject. No other agreement, quotation or acknowledgment in any way purporting to modify any of the terms hereof is binding upon Company unless made in writing and signed by Company’s authorized agent. These T&Cs may not be altered or modified except by written agreement of Company and Client. Any other representations or warranties, statements, models, samples, affirmations, descriptions or advice made by any person, including employees or other agents of Company, that are inconsistent herewith must be disregarded by Client and are not binding upon Company. The waiver by Company of any breach by Client of any provision hereof shall not be construed to be either a waiver of the provision itself as to subsequent application or any other provision hereof. If the Quote conflicts with these T&Cs, the Quote controls as to the goods, services, quantities, specifications, pricing, delivery and payment terms it states, and these T&Cs control as to all other matters.
  16. Severability. If any provision of these T&Cs is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of these T&Cs shall remain in full force and effect.
  17. Definitions. “Quote” means the written proposal, quotation or estimate issued by Company to Client that describes the goods, products and/or services to be provided and sets out the applicable quantities, specifications, ship-to destinations, pricing, expiration date and any other commercial terms, as the same may be revised by Company in writing. “Client Authorization” means Client’s signature on the Quote (including by electronic signature or by return of the signed Quote by email) or any other written acceptance, approval or purchase order by which Client accepts the Quote or authorizes Company to proceed, in whole or in part. “Master Agreement” means a master services agreement, supply agreement or similar written agreement signed by authorized representatives of both Company (or its affiliate) and Client that expressly covers the goods or services described in the applicable Quote.
  18. Version; Changes. The version of these T&Cs posted on Company’s website on the date of a Quote governs that Quote and any related Client Authorization. Later changes to these T&Cs do not apply to that Quote unless Client agrees in writing.
  19. Notices. Notices under these T&Cs must be in writing and delivered personally, by nationally recognized overnight courier, or by email, in each case to the address or email address stated in the applicable Quote or invoice or another address a Party designates by notice. Notices are deemed delivered on the date of personal delivery, on the business day after dispatch by overnight courier, and on the date of email if sent on a business day (otherwise the next business day). Company may notify Client of a change in Company’s legal entity, name, address or payment instructions by notice under this Section or by issuing a Quote or invoice that identifies the new entity.