Sales Terms & Conditions:
This quotation is a solicitation for an offer to purchase the products, materials, goods, repairs, or Services described (hereinafter collectively referred to as “goods”), but only subject to the terms and conditions set forth within this quotation. Any purchase order issued by Customer which is inconsistent with the provisions of this contract is superseded by the terms and conditions set forth herein. The issuance of a purchase order by Customer acknowledges that these terms and conditions are the sole terms and conditions under which Customer offers to purchase the goods described hereon from K+S Services, Inc. (hereinafter called “K+S Services”), and, if any purchase order is accepted by K+S Services, the terms and conditions herein shall constitute the entire and sole agreement between it and Customer which may be modified and/or amended only in writing signed both by K+S Services and Customer.
Unless otherwise specified in writing by K+S Services, prices for all goods or related Services are those listed in K+S Services’ price quotation or catalog in effect on date of the Order. Unless otherwise specified in writing by K+S Services, prices shall remain valid for thirty (30) days from the date of the quotation. Goods availability is based on prior sale. Prices are exclusive of any transportation changes to destination(s) and any applicable taxes, duties, or other similar impositions as may be payable by K+S Services. All such additional charges are to be reimbursed to K+S Services by Customer, unless otherwise stated in writing. K+S Services reserves the right to determine if items are repairable. K+S Services reserves the right to make any corrections in the prices quoted due to typographical or clerical errors. K+S Services reserves the right to re-quote pricing in cases where goods have been subjected to catastrophic failure conditions, severe environmental exposure (such as corrosion, heat/burn, and water damage), goods are not in “as-failed” condition, removed or missing parts, or other extreme failure modes. K+S Services reserves the right to re-quote should the priority be upgraded or if the order has been quoted and not approved for more than 30 days. K+S Services reserves the right to return items quoted but not approved after 120 days to customer at customer’s expense. Billable service time includes travel time to and from the job site and all time K+S Services’ representatives are available for work and waiting (whether on or off the job site) to perform the Services.
All invoices on open accounts are due and payable as follows: Subject to credit approval and unless authorized in writing by an officer of K+S Services, all charges for goods, transportation charges, insurance costs and taxes as itemized in K+S Services’ invoice(s) shall be due and payable NET 30 DAYS from date of invoice unless otherwise stated in our Proposal. Prompt payment of invoices at the time they are due shall be considered as being of the essence of this contract and any failure or delay in doing so shall be considered a material breach of the contract, entitling K+S Services to pursue any remedies available by law. Customer agrees to reimburse K+S Services for all costs, including actual attorney fees, incurred by it in any efforts to collect overdue payments. Overdue accounts shall be subject to a service charge of up to 1.5% per month on any outstanding balance at K+S Services’ sole discretion, however, such service charge shall not exceed the maximum allowed by law. Any account that does not qualify for open status, shall have all costs paid by credit card or certified check in advance, prior to shipment of goods.
Delivery terms are Ex Works with respect to shipping costs, risk of loss and title transfer, except that title to all K+S Services intellectual property rights associated with the Products remains with K+S Services (or its suppliers and licensors) and such Products are made available and licensed only for use by the customer pursuant to this agreement or other K+S Services license agreement. Acknowledged shipping dates are approximate only and based upon prompt receipt of all necessary information from the customer.
Packings & Marking:
Customer-specified packing or marking may be subject to additional charges not otherwise included in the price of the goods.
Customer-requested order changes, including those affecting the identity, scope, and delivery of the goods, must be documented in writing and are subject to K+S Services’ prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, K+S Services reserves the right to reject any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or quality guidelines and standards or incompatible with K+S Services’ repair or service capabilities.
Products returned under warranty must be properly packed and shipped to K+S Services specified locations. Shipping containers must be clearly marked per K+S Services’ instruction and shipped freight prepaid by the customer unless otherwise instructed.
An order may be canceled by the customer prior to shipment only by written notice and upon payment to K+S Services of reasonable cancellation charges, including reimbursement for all direct costs, plus allowances for disruption.
Unless otherwise noted, K+S Services warrants its repairs and equipment to be free from defects in workmanship and material for a period of one (1) year from date of installation. K+S Services’ sole obligation for any breach of warranty shall be to remedy any nonconformance. In the event there is a breach of warranty, K+S Services will, at its sole discretion, repair, correct or replace any defect to conform to this warranty or refund the payments received from Customer. K+S Services shall only warrant those repairs and/or Services performed directly by it or its authorized representatives. Any warranty service (consisting of time, travel and expenses related to such Services) performed at other than K+S Services’ facilities or that of an K+S Services authorized representative will be at the customer’s expense. K+S Services warrants that Products comprised of Services, including engineering and custom application programming Services, whether provided on a fixed cost or time and material basis, will be performed in accordance with generally accepted industry practices to the extent such Services are subject to written acceptance criteria agreed to in advance by K+S Services. All other warranties relative to provided Services are disclaimed. K+S Services shall only warrant those repairs and/or Services performed directly by it or its authorized representatives.
Limitations on Warranties:
The warranties offered by K+S Services shall not apply if any of the following occur: (1) the goods are used for any reason or purpose other than their intended purpose; (2) the goods are not utilized under the conditions or in the manner recommended by K+S Services or the manufacturers specifications; (3) the goods have been misused, abused or improperly used in any manner, or unauthorized repairs are attempted; (4) the alleged defects have been caused by neglect; improper installation, operation, maintenance, repair, storage, handling, calibration, alteration or modification; accident, or unusual deterioration or degradation of the goods or parts thereof due to physical environment or electrical or electromagnetic noise environment; or (5) prompt written notice is not provided in accordance with the provisions set forth above. Any alleged defective goods must be returned to the location designated by K+S Services. The warranty on all DC Torque Tools will be limited to 12 months from the date of installation or 250,000 Duty Cycles, whichever occurs first. Transportation costs associated with the return of the goods shall be prepaid by Customer and any risk of loss during the transportation of the goods shall be borne by Customer. Any goods repaired or replaced by K+S Services pursuant to the terms of this warranty agreement shall only be warranted for the remainder of the original warranty period provided. At is sole discretion, K+S Services may extend the warranty period by the length of time necessary for repair or replacement of any defective goods. K+S Services makes no other warranties, covenants, or representatives, either express or implied, beyond those set forth herein. THERE IS NO WARRANTY OF MERCHANTABILITY AND THERE ARE NO WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE.
Limits of Liability:
Any legal action for breach of warranty or other cause related to goods or Services provided by K+S Services must be commenced within one (1) year after the date of the initial delivery of the goods at issue. Otherwise, all actions shall be barred. K+S Services shall not be liable under any warranty to anyone other than Customer. In no event shall K+S Services be liable for any incidental, special, remote or consequential damages (including but not limited to the loss of revenue or profits of Customer or increased costs) arising from or caused by, directly or indirectly, a delay in delivery of the items, breach of warranty, use of items by Customer, breach of any obligation of K+S Services hereunder, its performance or failure to perform, or any other act or omission by K+S Services. In no event shall its liability exceed the price paid by Customer for the goods or Services in dispute. Customer agrees to indemnify and hold K+S Services harmless for any claim or action brought against it for personal injuries alleged by any person resulting from the use or installation of K+S Services’ goods or Services.
Notice of Defects:
Promptly following receipt of goods or rendering of Services, Customer shall inspect the same. Any claim for shortage or damage must be made within five (5) days following the receipt of goods and prior to use or installation of the goods. All other claims, including claims for defects not discoverable until use of the goods, must be made in writing within ten (10) days after Customer first learns of the defect. All claims not made in conformity with the above provisions shall be deemed waived.
K+S Services will not be liable for delays in performance or a failure to perform hereunder due to unforeseen interruptive circumstances or causes beyond its control including, but not limited to, inability to obtain material, labor or manufacturing facilities, acts of God, acts of any government, wars, riots, fires, floods, accidents, strikes, embargoes, or delays of the part by K+S Services’ suppliers for said reasons. In the event of such delays, the schedules shall be extended day-for-day or for such additional period of time as is determined to be equitable by the parties.
Products and associated materials supplied under this agreement may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations.
Substitutions and Modifications:
K+S Services reserves the right at any time before delivery or acceptance of Customer’s purchase order, whichever is later, to modify, replace or substitute parts procured from its suppliers, provided that such modification, replacement or substitution does not adversely affect the operational requirements or performance or maintenance of the particular part or repair to be delivered and will not result in additional charges to Customer.
If any language herein shall be invalidated for any reason, that language shall be considered deleted and the remainder shall be unaffected and shall continue in full force and effect.
Choice of Law / Venue:
The terms and conditions of this quotation and any contract between K+S Services and Customer shall be construed in accordance with the laws of the State of Michigan. In the event there is any legal action arising between K+S Services and Customer, venue shall lie in the appropriate court located within Wayne County, Michigan or the United States District Court for the Eastern District of Michigan.