Retailer shall pay Blackstone Calling Card, Inc. (hereinafter
“Blackstone”) as is set forth on the front side
of this invoice. If no payment terms are set forth on the
front side of this invoice than payment is due, in full,
with fifteen (15) days from the date forth on the front
side of this invoice. All Sales are Final
except as provided herein.
If this is a consignment sale, as of the date set forth
on the front side of this invoice, Blackstone Calling Card,
Inc. has delivered and Retailer has in its possession the
pre-paid telephone calling cards identified in the “Current
Balance” column on the front side of this invoice
(hereinafter “Card Inventory”). If
Blackstone has delivered the Card Inventory to Retailer
on a consignment basis, as set forth on the front side of
this invoice, Retailer shall pay to Blackstone the full
amount due for the Card Inventory and/or return any unsold
Card Inventory within 30 (thirty) days from the date of
this invoice. Retailer shall
be liable to Blackstone for the Card Inventory and Retailer
shall pay to Blackstone the appropriate purchase price for
all Card Inventory not returned to Blackstone or paid for
in full. In the event the Card Inventory is lost, destroyed
or stolen while in Retailers possession, Retailer must notify
writing, within 3 (three) days, at 11600 NW 34th Street,
Miami, Florida 33178, Attn: LEGAL of such loss, theft, or
destruction and shall, within ten (10) days thereafter,
pay to Blackstone the full amount due on Card Inventory.
Retailer is solely responsible for the Card Inventory.
3. TITLE TO CARD INVENTORY
If this a consignment sale, retailer agrees to hold the
Card Inventory in trust for Blackstone, notwithstanding
that the Card Inventory is located at Retailer’s place
of business. Title to the Card Inventory shall be vested
in Blackstone until such time as Retailer withdraws a pre-paid
telephone calling card from the
Card Inventory and pays to Blackstone the full consideration
Any sums due to Blackstone hereunder, which are not paid
on or before the date payment is due shall be subject to
one and one-half percent (1.5%) per month interest charge
commencing from the invoice date.
5. RETURNS DISTRIBUTOR/SERVICE PRODUCERS.
All sales are final except as provided herein. In the event
that the per minute cost to an advertised country increases
by ten percent (10%) or more, Blackstone will accept return
of unused product for a period of seven (7) days following
the price change. Subsequently, Blackstone, in its sole
accept return of unused product for credit equal to the
purchase price of such product less a fifteen percent (15%)
restocking charge. For a period of seven (7) days following
the date upon which a product becomes non-functional, Blackstone
will accept for credit or exchange, at its discretion, the
portion of the product as verified and refunded to Blackstone
by the service provider. No credit or refund will be given
for product purchased more than thirty (30) days prior to
the date of return.
Retailer shall be responsible for the collection and remission
of all local state and national sales taxes imposed in connection
with the retail sale of pre-paid calling card products to
7. PROMOTIONAL MATERIALS.
Retailer agrees and acknowledges that it is the Retailer’s
responsibility to make certain that any and all promotional
material displayed by Retailer, including promotional material
supplied by Blackstone, is in conformity with any and all
State, local, or national laws regarding pre-paid telephone
Retailer shall display all promotional material required
8. NOT SERVICE PROVIDER.
Retailer understands and acknowledges that Blackstone is
merely a distributor of pre-paid telephone calling card
products and not a pre-paid calling card service provider.
Blackstone has no control over the pre-paid calling card
service providers regarding any pre-paid calling card products
Blackstone. Furthermore, Retailer acknowledges that once
a pre-paid telephone card is placed in Retailer’s
possession said pre-paid telephone calling card cannot be
Blackstone shall pass through to purchaser such warranties
as are provided to Blackstone by the service provider of
the pre-paid calling care product purchased by Retailer
hereunder. The manufacturer’s warranties passed on
to Retailer hereunder shall be the exclusive warranties
provided to Retailer
hereunder. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE IS MADE; AND SUCH WARRANTIES
ARE HEREBY EXPRESSLY DISCLAIMED.
10. LIMITATION OF LIABILITY.
Purchaser’s sole and exclusive remedy relating to
purchases under this Agreement shall be the remedy afforded
by the service provider to Retailer and/or Retailer’s
customers. In no event shall Blackstone be liable under
this Agreement for lost profits or revenues, or other incidental,
special, or consequential
damages. In no event shall damages awarded against Blackstone
exceed the purchase price paid for the product out of which
any claim may arise.
11. CONSENT TO PERSONAL JURISDICTION AND VENUE; CHOICE
Any suit, action or other legal proceeding arising out of
this Agreement shall be brought in the courts of the State
of Florida. The parties to this Agreement hereby agree to,
contract for and consent to the personal and subject matter
jurisdiction of such court in any such suit, action or proceeding,
any objection which any of them may have to the laying of
the venue of any such suit, action or proceeding in Miami-Dade
County, Florida. Except that, in the event that any suit
or legal proceeding arising out of the Agreement is based
on a claim over which exclusive jurisdiction is vested in
the Courts of the
United States, such suit, action or legal proceedings shall
be brought in the Courts of the United States for the State
of Florida and venue shall lay only in the United States
District Court for the Southern District of Florida. The
Parties agree that this Agreement, being executed and delivered
in the State of Florida, is to be construed and interpreted
in accordance with the doctrines of choice of Laws, conflict
of laws or comity.
In the event that Retailer has entered into any other agreements
with Blackstone including any other invoices for pre-paid
calling card products, the terms and conditions of this
invoice shall be deemed to be complimentary to and not in
lieu of the terms and conditions contained in such Agreements.
of this invoice supercede any conflicting terms contained
in any purchase order.
13. ATTORNEY’S FEES
In the event Blackstone employs the services of an attorney
to effect the collection of any sums due hereunder, or to
recover any Card Inventory, Blackstone shall be entitled
to recover from Retailer reasonable attorney’s fees
and costs incurred by Blackstone in effectuating such collection
For purposes of this Agreement that term “Retailer”
shall have the meaning afforded such term in the trade and
shall specifically include, Retailers’ employees,
officers, directors, independent contractors, sales representatives,
buyers, successors and/or assigns.