ATEX is committed to providing an outstanding experience to all of our customers (“you” or our “Customers”). These Terms and Conditions (these “T&Cs”) constitute an important part of our relationship with Customers, and you are encouraged to read them in their entirety prior to issuing a Purchase Order or submitting any other directives to ATEX. As used in these T&Cs, each of “ATEX”, “we” and “us” means ATEX Distributing, LLC, a Florida limited liability company, all of its affiliates and its and their predecessors and successors, including, without limitation, ATEX Distributing, Inc., ATEX Midwest and ATEX North, LLC.

1. Acceptance of Terms. Any purchase and sale of any products and services of ATEX (“Products”) is expressly subject in all respects to these T&Cs, and, but for the application of these T&Cs, we would not consummate a sale of Products to any Customer. Your submittal of a purchase order (regardless of delivery method) to ATEX and/or receipt of delivery of any Products signifies and confirms your unconditional and irrevocable (i) acceptance of and agreement to these T&Cs in their entirety; (ii) acknowledgement that any attempt to modify or supplement these T&Cs is rejected and will be of no force or effect whatsoever; and (iii) acknowledgement that these T&Cs can only be supplemented, revised or superseded by subsequent revisions and/or updates posted online to ATEX’s website or by written agreement executed by the President or Chief Executive Officer of ATEX. These T&Cs, as they may be modified or supplemented by ATEX from time to time in its sole discretion, together with any additional notes printed by ATEX on our quotes, order acknowledgements and invoices accompanying such quotes, orders and invoices (“ATEX Notes”), are the exclusive terms and conditions under which Products are sold and take complete precedence over any and all other terms or conditions, including any conflicting terms or conditions previously agreed to by ATEX and Customer. All references to T&Cs herein are deemed to refer to these T&Cs, as modified or supplemented by any ATEX Notes.
2. Payment and Credit Terms. A late payment charge of 1.5% per month (18% per annum), compounded annually, or the maximum rate permitted by applicable law, whichever is less, will be added to all past due invoices. For Customers with a credit account, all payments are due 30 days after shipment, unless agreed to otherwise in writing. Credit card payments are accepted with a 4% convenience fee. Credit card payments are processed through our third-party payment processor and are subject to the processor's terms of service. You represent that you have authorization to use any payment method provided to us and that all payment information is accurate and current. Taxes are not included in any ATEX invoices and pricing quotes and are the responsibility of Customer. Freight is prepaid and added to invoices, unless noted otherwise.
3. Delivery, Inspection and Rejection of Products. Customer shall fully inspect all shipments immediately upon delivery and must reject damaged Products at such time. Rejected Products shall be sent back with the freight company to be returned to ATEX for inspection, repair, and/or replacement. Customer is responsible for fully inspecting Products at the time of receipt, PRIOR to signing the Bill of Lading. Customer shall use due diligence in removing any packaging materials necessary to fully inspect Products PRIOR to signing the Bill of Lading. Customer takes responsibility for any and all damage once the Bill of Lading is signed. ATEX shall not be liable for any damage not identified and reported at the time of delivery. If Customer directs ATEX to utilize Customer’s freight account with a freight carrier, Customer assumes all responsibility for all shipping and transit-related risks, including any damage, claims, losses and other costs associated with shipping and logistics.
4. Return, Repair and Service Policy. EXCEPT AS SET FORTH IN SECTION 3, ALL ORDERS ARE NON-CANCELLABLE AND NON-RETURNABLE, UNLESS A RETURN AUTHORIZATION (“RMA”) IS ISSUED BY ATEX IN ITS SOLE DISCRETION. Any other issues requiring replacement, repair or service of Products shall be directed by Customer to manufacturer exclusively, which may provide a warranty as set forth in Section 6. Products returned by Customer for any reason, except in accordance with Section 3, may be accepted by ATEX and credited to Customer in ATEX’s sole discretion, only upon ATEX’s issuance of an RMA. Customer shall be solely responsible for any and all costs associated with the return of any Products in accordance with this Section 4, including, without limitation, a restocking fee of up to 25% of purchase price, return freight costs, handling fees, inspection fees, and any other costs directly or indirectly incurred by ATEX, all of which shall be paid by Customer.
5. Security Interest. In order to secure payment in full of the purchase price for all Products sold to Customer and all other amounts owed by Customer to ATEX, ATEX is hereby granted a continuing security interest in all Products sold by ATEX to Customer, and Customer hereby authorizes ATEX to file UCC financing statements to perfect such security interest. The security interest will remain in effect as to all Products as long as Customer owes money to ATEX for any reason.
6. Warranties and Limitations. Products may be provided with a manufacturer warranty, which must be researched, reviewed and approved by Customer prior to its submittal of a purchase order. Warranty of quality, merchantability and/or fitness shall be per the manufacturer’s standard limited warranty and other published documents, and shall not be the responsibility of ATEX as a reseller and non-manufacturer. Should Products fail to meet any manufacturer’s published standards and specifications, then upon notification thereof and substantiation that the Product has been stored, installed, maintained and operated in accordance with manufacturer’s recommendations and standard industry practice, ATEX shall make commercially reasonable efforts to assist Customer with processing a warranty claim via the manufacturer’s standard limited warranty.

ATEX IS A DISTRIBUTOR RESELLER AND NOT A MANUFACTURER AND DOES NOT PROVIDE ANY SEPARATE OR ADDITIONAL WARRANTY. ANY AVAILABLE WARRANTIES SHALL BE PROVIDED ONLY BY THE MANUFACTURER(S). ALL OTHER WARRANTIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL ATEX OR ANY OF ITS MEMBERS, STOCKHOLDERS, OWNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE FOR SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING ANY SUCH DAMAGES ARISING FROM THE BREACH OF ANY T&Cs, FROM THE SALE OF PRODUCTS OR OTHERWISE. Notwithstanding any other provision of these T&Cs, NONE OF ATEX AND ITS REPRESENTATIVES shall be liable to Customer for any amount exceeding the amounts actually paid by Customer to ATEX for the specific Products giving rise to the claim.

7. Website Use and Disclaimers. The ATEX website, including all content, functionality, technical information, product specifications, pricing and online services, is provided “as is” without warranty of any kind. ATEX does not warrant that the website will be uninterrupted, error-free or free from viruses or other harmful components. ATEX disclaims all warranties regarding the accuracy, completeness or timeliness of website content, including product information, specifications and pricing. Your sole remedy for any website issues is to discontinue use of the website.

This website may contain links to third-party websites, including social media platforms. These linked sites are not controlled by ATEX, and ATEX is not responsible for their content, availability, privacy practices or any products or services offered through such sites. These links do not constitute an endorsement by ATEX of any third-party content or services.

You agree to use this website only for lawful business purposes. You may not use the website to transmit any material that is unlawful, harmful, threatening or infringes on intellectual property rights of others. ATEX reserves the right to terminate access for any violations of these terms.

8. Intellectual Property Rights. The ATEX website and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video, audio, product specifications, pricing and the design, selection and arrangement thereof) are owned by ATEX, its licensors or other content providers and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property laws. These T&Cs permit you to use the website for your internal business purposes related to evaluating and purchasing Products from ATEX. You may print or download reasonable portions of website content for your internal business use, provided that you do not modify, reproduce for distribution, publicly display or create derivative works from such materials. You must not delete or alter any copyright, trademark or other proprietary rights notices from any website materials. Any unauthorized use of website content beyond the scope expressly permitted herein is prohibited and may violate intellectual property laws. ATEX reserves all rights not expressly granted to you in these T&Cs.
9. Indemnification. Customer shall indemnify, defend and hold harmless ATEX and its Representatives from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees and costs, costs of investigation, litigation, settlement, judgment, interest and penalties) arising out of, related to or in connection with (i) Customer’s use, resale, storage, handling, or modification of the Products; (ii) Customer’s breach of these T&Cs; (iii) Customer’s violation of applicable law; or (iv) any negligent acts, errors, omissions, or willful misconduct of Customer or its employees, agents, or representatives.
10. Force Majeure. ATEX shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control or the reasonable control of its suppliers, contractors, or subcontractors, including but not limited to acts of God, war, terrorism, natural disasters, epidemics, pandemics, labor disputes, supply shortages, governmental actions, transportation disruptions, cyber attacks, telecommunications failures, significant market disruptions, or other similar unforeseen circumstances.
11. MODIFICATIONS OF TERMS. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO TERMS OR CONDITIONS IN ANY WAY MODIFYING, AMENDING OR SUPPLEMENTING THE PROVISIONS HEREOF, REGARDLESS OF HOW THEY ARE COMMUNICATED, SHALL BE BINDING UPON ATEX UNLESS AGREED TO IN WRITING AND SIGNED BY ATEX’S PRESIDENT OR CHIEF EXECUTIVE OFFICER, OR INCLUDED IN ATEX NOTES. Any failure by ATEX to object, or delay in objecting, to any modification, amendment or supplementation of these T&Cs shall NOT be construed as a modification, amendment, supplementation or waiver of any of these T&Cs.
12. Governing Law and Dispute Resolution. These T&Cs, and any disputes hereunder or relating hereto or to your relationship with ATEX (“Disputes”), shall be exclusively governed by and resolved in accordance with the laws of the State of Florida, except for its conflicts of laws provisions that would apply any other law. Any and all Disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida, and each of ATEX and Customer hereby irrevocably submits to the jurisdiction of such courts and waives any objection to venue in such courts, including any objection based on forum non conveniens. In any Dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and expenses from the non-prevailing party, including pre-litigation costs and costs of enforcement.