Terms & Conditions
Komline-Sanderson Parts Department
TERMS AND CONDITIONS
KS - Komline-Sanderson Corporation
Quotation - Offer to sell by KS
Purchaser - Party issuing purchase order
Purchase Order - Acceptance of order
Owner - Party ultimately owning equipment
Acknowledgment - Confirmation by KS of terms of agreement
The terms and conditions set forth herein constitute the entire agreement between the parties. The selling price is based on the terms and equipment in the KS quotation. The KS acknowledgment of purchase order confirms the quoted price, terms and equipment. The acknowledgment does not recognize any other price, terms or equipment contained in the purchase order which conflict with the KS quotation, unless specifically noted in the acknowledgment or otherwise confirmed in writing.
1. ACCEPTANCE - Acceptance of purchase order is indicated only by the acknowledgment of purchase order. Commencement of performance by KS does not constitute acceptance.
2. QUOTATIONS - Unless otherwise stated by KS the price contained herein is firm, subject to acceptance within 30 days. Typographical or clerical errors in quotations are subject to correction by KS.
3. TERMS OF PAYMENT - All invoices will be dated day of shipment. Unless otherwise stated by KS, payment terms are net 30 days from date of each invoice. Interest at the lawful maximum rate on sums past due and related collection fees will be added to the delinquent amount and paid by Purchaser. If at any time in the judgment of KS the financial condition of the Purchaser does not justify continuance of production or shipment, KS may require adequate assurance of performance.
4. TAXES - Prices on the products specified herein are exclusive of any city, state, federal and foreign excise taxes, duties and customs, including, but not necessarily limited to taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes. If any are imposed they are to be paid by the Purchaser. Whenever applicable, Purchaser shall provide KS with tax exemption documentation acceptable to the taxing authorities.
5. SHIPMENT - Unless otherwise stated, all prices are F.O.B. KS shipping point. Method and route of shipment are at the discretion of KS, unless purchaser supplies explicit instructions. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier. Cost of unloading equipment and any demurrage charges on shipments to Purchaser are to be borne by Purchaser. In order to maintain scheduled shipment dates KS reserves the right to ship equipment less certain ªbuy-outº items. These items, when available from the manufacturer, will be shipped to the job site for installation by Purchaser. The installation and fit up, if necessary, will be for the account of Purchaser.
6. DELIVERIES - Statements as to expected dates of shipment from factory represent the best judgment of KS.
7. DELAYS - KS will not be liable for any delay in the performance of order or contracts or in the delivery or shipment of goods, or for any damages suffered by Purchaser by reason of such delay nor shall the order be subject to cancellation, when such delay is directly or indirectly caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond the control of KS. It is not feasible for KS to hold equipment within its facilities beyond the scheduled completion date. If Purchaser cannot accept delivery on the scheduled delivery date, KS will, if circumstances permit, arrange for storage of the equipment for a reasonably limited period of time provided that Purchaser remits full payment for the equipment plus cost of storage. Risks incident to storage shall be assumed by Purchaser.
8. GUARANTEE - KS warrants that the material and workmanship going into the KS Product is of good quality and in conformity with the best commercial practice. Unless otherwise stated parts found to be defective in material or workmanship under normal use and service within 90 days after shipment will be repaired or replaced without charge F.O.B. original point of shipment, the responsibility of KS being limited to the cost of the defective parts. Decomposition by chemical action and wear caused by the presence of abrasive materials shall not constitute defects. In no event shall KS be liable for consequential or special damages, or for transportation, installation, adjustment, or other expenses which may arise in connection with such replacement or repair. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS. Equipment may be returned for credit or replacement only after written KS authorization and shipping instructions.
9. PATENTS - KS agrees to defend, at its own expense, any suit brought against Owner on a complaint that any product furnished on this order constitutes an infringement of a patent, provided that KS is notified in writing of such suit within 10 days after service of process therein on Owner, and all papers therein are delivered to KS and KS is given the authority, information and assistance to defend against the suit. KS agrees to pay all damages and costs awarded therein against
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Owner. The foregoing states the entire liability of KS for patent infringement. Purchaser and/or Owner shall hold KS harmless for any expense or loss resulting from infringement of patents or trademarks arising from compliance with Purchaser's and/or Owner's designs or specifications.
10. SERVICE - The price quoted is for machinery and equipment. Service, if included in the quotation is an obligation to the Owner and will be rendered only after full payment of purchase price by the Purchaser.
11. CANCELLATION - Cancellation or suspension of order will be accepted only upon terms which reimburse KS for costs incurred plus normal mark-up, and must be agreed to in writing by an officer of KS.
12. EQUIPMENT CHANGES - Changes in equipment design or specifications quoted by KS will be made only with the consent of KS and on terms acceptable to KS.
13. CLAIMS - After KS has delivered the equipment to the carrier, the carrier is responsible for its safe and complete delivery to the Purchaser or Owner. It is consignee's responsibility to inspect and accept these goods and promptly report to the carrier and KS any shortages, damages or other problems that might arise that will unfavorably influence the installation and/or operation of this equipment. Any of these conditions must also be noted on the carriers receipt.
14. CODES - KS equipment and accessories are all designed in good faith with the intent of complying with all applicable codes existing at time of quotation. KS shall not be responsible for any failure to comply with such codes which results from non-conforming location, operation, use or maintenance of the equipment or from alteration of the equipment not authorized by KS, or from any option or accessory to the equipment which was available to the Purchaser or Owner but omitted at his direction, or from any design or instructions furnished by Purchaser or by Owner. Any liability to KS for violations of codes shall be limited to modifications or replacement of the equipment so that it complies with the codes. KS shall not be liable for any fines, penalties, or consequential damages. The KS price does not include the cost of inspection, permits or fees related to verifying compliance with codes, regulations, standards or specifications.
15. BACK CHARGES - Back charges will not be accepted by KS unless they have been approved in advance in writing by an officer of KS.
16. LIMITATION OF LIABILITY - KS's liability, howsoever arising with respect to any of the obligations which it may have assumed by reason of its performance of the work, is specifically limited as provided herein, and in no event shall KS, its employees, agents and/or subcontractors be liable for any special, indirect or consequential damages whatsoever, including without limitation, any delays or loss of time in putting the system into operation, or any delays or loss of time to other parts of OWNER'S plant, or loss of production, profits, products, chemicals, utilities, etc. Under no circumstances shall KS's total liability for any cause including without limitation tort, performance guarantee, contract warranty (expressed or implied), strict liability or otherwise arising out of this Agreement, exceed the lesser of the actual loss, harm or damage or the original purchase price of the involved equipment or system sold by KS to this purchaser.
17. ARBITRATION - Any controversy or claim arising out of or relating to this agreement or the performance or breach thereof that cannot be settled by the officers of each party shall be settled by arbitration in the Borough of Peapack - Gladstone, Somerset County, New Jersey, in accordance with the then current rules and procedures of the American Arbitration Association.
18. SAFETY - Buyer acknowledges that the KS warranty is limited to the replacement components supplied by KS under the scope of supply for this contract. In the course of inspecting the system for the purpose of preparing a proposal for replacement parts, KS did not undertake a review of the existing equipment (designed and manufactured by others) for quality, merchantability, or conformity to applicable safety standards nor does KS warrant or accept liability for the condition and operation of existing equipment not modified or replaced as part of this contract.
19. RESTOCKING OF PARTS - It is the policy of KS that there be a standard restocking charge of 25% or $50.00 minimum on all goods returned that are stocked by KS. A credit will be issued against future purchases only. Goods can only be returned within 3 months of shipment with the exception of electrical items which cannot be restocked. Items that are made to, or cut to order cannot be restocked and therefore are not returnable. All requests for restocking must be authorized through Parts Department prior to return. A return goods tag and number will be issued for authorized returns. All return shipping charges are to be borne by the customer.