Terms Of Service

1. Definitions:  “Seller” means Matthew D. Parker & Associates, LLC dba Front Porch Strategies. “Buyer” means the person or entity that requests or receives the attached Invoice or any Goods purchased from Seller.  “Goods” mean the goods or services requested or received by “Buyer.”

2. Sale:  Sale and delivery of Seller’s Goods are conditioned on the Buyer’s acceptance of the description and the Terms and Conditions of Sale set forth on this form and the attached Invoice.  No additional or different terms offered by Buyer shall be or become part of these Terms and Conditions of Sale and are hereby rejected.  These Terms and Conditions of Sale shall not be modified without the written approval of Seller.  Failure of Buyer to immediately object in writing to these Terms and Conditions of Sale shall be deemed acceptance hereof and shall constitute a waiver of any prior or subsequent terms or conditions requested by Buyer.

3. Prices:  All prices for Goods are subject to change by Seller without notice.  Unless otherwise stated, prices, terms of payment, and pricing policies will be those set forth in Seller’s pricing policies then in effect.

4. Credit Approval:  Supply of Goods to Buyer is subject, at all times, to credit approval by Seller.  Seller reserves the right to increase or decrease Buyer’s credit limit or revoke Buyer’s credit at any time without notice to Buyer, or require a deposit or guarantee to secure the performance by Buyer.

5. Taxes:  Any taxes which Seller may be required to pay or collect upon the sale, delivery, storage, processing, and use or consumption of any Goods covered hereby shall be for the account of Buyer, who shall promptly pay the amount thereof to Seller in accordance with the terms hereof.

6. Warranty:  SELLER MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) IN CONNECTION WITH THE GOODS.  ALL GOODS ARE SOLD SUBJECT TO BUYER’S INSPECTION AND JUDGMENT, ACCEPTED IN AN AS-IS, WHERE IS CONDITION, AND USAGE THEREOF IS AT BUYER’S SOLE RISK.  NO REPRESENTATIVE OF SELLER, OTHER THAN ITS OFFICERS, ARE AUTHORIZED TO CHANGE THIS IN ANY WAY OR GRANT ANY WARRANTY ON BEHALF OF SELLER.  THE SELLER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING TO OR CAUSED BY THE GOODS OR USE THEREOF.  THE EXCLUSIVE REMEDY OF BUYER, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL BE AGAINST THE SELLER, AND THAT REMEDY, IF ANY, SHALL BE FOR ANY AMOUNTS PAID BY BUYER TO SELLER TO DATE. SELLER SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE.

7. Performance:  Seller shall not be held responsible for any delay in performance of any order made on the basis of these Terms and Conditions of Sale resulting in whole or in part from or made impossible or impracticable by any cause beyond the control of Seller, or by the failure or refusal of any unrelated third party to honor its commitment(s) with Seller or Buyer.

8. Cancellation of Order:  The Buyer may not cancel its order except if by the written consent of the Seller and only upon the payment of the Seller’s normal cancellation charges.  If an order is canceled or partially canceled after Seller has started to process the order, Buyer shall pay the for Seller’s costs and fees incurred before, and because of, the cancellation.

9. Insolvency/Bankruptcy:  If, in the sole judgment of Seller, the credit of Buyer is or is likely to become impaired, or it appears to Seller that it does not have a reasonable expectation of being paid at the times and in the amounts specified in these Terms and Conditions of Sale, without additional expense or delay, or both, then Seller may, at its option, retain title to the Goods so ordered or retain possession and/or discontinue service of Buyer’s Goods which are being stored or on which services have been or are being performed, until paid in full or Seller receives reasonable assurances of Buyer’s ability to perform.  In the event of any voluntary or involuntary proceedings against the Buyer in bankruptcy or insolvency or in the event of any proceedings for the appointment of a receiver, trustee, or assignee for the benefit of creditors of the property of the Buyer, Seller may immediately assert any of its legal rights with respect to the contract or, at Seller’s option, cancel the same unless Seller receives reasonable assurances of Buyer’s ability to perform.

10. Payment:  Terms of payment are as specified on the Invoice attached.  If no due date is specified on the Invoice, then the net amount due and shall be payable in full no later than the thirtieth (30^th) day following the receipt of the Invoice.

11. Recovery of Legal Fees and Costs:  In the event it becomes necessary for Seller to file a lawsuit to enforce any of the terms and provisions hereof, or to collect any unpaid balance due Seller, and Seller is granted a judgment wholly or partly in its favor, Seller shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys’ fees and court costs incurred in such lawsuit and for all proceedings brought to collect on said judgment, to the fullest extent permitted by law.

12. Finance Charge:  A charge of one and one-half  percent (1.5%) per month (18% annually) will be charged on all past due accounts where permitted by applicable state and federal law (the “Finance Charge”).  Otherwise, the Finance Charge shall be the maximum amount permitted by law.

13. Partial Inapplicability:  Should any term or condition above, or any portion thereof, be invalid or inapplicable, the balance of such terms and conditions shall govern.

14. Delivery Policy:  Buyer agrees and acknowledges that Seller shall be delivering certain goods and services ordered by Buyer at a location or locations specified by Buyer, without obtaining Buyer’s signature on a delivery ticket or invoice at the delivery location.  Buyer further agrees that Seller’s Invoices shall be conclusive as to the Seller’s actual delivery and Buyer’s receipt and acceptance of all goods and materials indicated thereon, unless Buyer objects in writing within ten (10) days of the date of the statement on which the Invoice first appears.  Notwithstanding the foregoing, however, Seller’s failure to reflect any sale, transaction or credit on any Invoice shall not limit or otherwise affect Seller’s ability to later adjust Buyer’s account balance to reflect said sale, transaction or credit.

15. Limitation on Enforcement of Remedies:  No action or suit to enforce Buyer’s rights or remedies arising from the sale of Goods related to this Invoice shall be commenced later than one year from the date of this Invoice.

16. Consumer Billing Rights Summary:   SEQ CHAPTER \h \r 1If you think your Invoice is incorrect SEQ CHAPTER \h \r 1, or if you need more information about a transaction on your Invoice, please write us at 243 North Fifth Street, Suite 330, Columbus, Ohio, 43215, as soon as possible.  We must hear from you no later than thirty 30 days after we send you the Invoice on which the error first appeared.  You can telephone us, but doing so will not preserve your rights.  In your letter, give us the following information:  your name and the name of the account; the dollar amount of the suspected error; and describe the error and explain, if you can, why you believe there is an error.  If you need more information, describe the item you are not sure about.   SEQ CHAPTER \h \r 1After we receive your letter, we will not try to collect any amount you question, or report you as delinquent; although, until we issue a return letter with our response, we will continue to bill you for the amount you question, including late fees.  You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay the parts of the Invoice that are not in question.   SEQ CHAPTER \h \r 1If we find that we made a mistake on your Invoice, you will not have to pay any late fees related to any questioned amount.  If we did not make a mistake, you will have to pay late fees, and you will have to make up any missed payments on the questioned amount.  In either case, we will send you an Invoice of the amount you owe and the date that it is due.

17. Governing Law:  These Terms and Conditions of Sale, and any questions with respect to the construction, validity, and interpretation to perform it, shall be governed and determined in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.  The Buyer covenants and agrees that jurisdiction of any legal action or lawsuit brought to enforce any of the terms and provisions hereof shall be in the state and/or federal courts of the State of Ohio and shall be venued, at Seller’s sole discretion, in Franklin County, Ohio.  Buyer hereby waives any and all rights to a jury trial for any claim or cause of action related to or arising out of these Terms and Conditions of Sale and/or the Invoice.

18. No Modifications:  These Terms and Conditions of Sale shall constitute a binding agreement between Buyer and Seller.  Any changes that Buyer requests shall be authorized only if in writing and signed by Seller.  These Terms and Conditions of Sale shall be binding upon and inure to the benefit of the respective parties, their successors, heirs, executors, representatives, and assigns.

19. Non-Waiver:  Any waiver or failure of Seller to require strict compliance with the provisions of the Terms and Conditions of Sale shall not be deemed a waiver of Seller’s right to insist upon strict compliance in other respects or thereafter in the same respect.