TERMS OF SALE
The following terms and conditions shall constitute the entire Agreement for the purchase and sale of products and services offered by KURZ Industrial Solutions and its subsidiaries (hereafter, “KURZ”). Any terms and conditions contained in other communications between Purchaser and KURZ, including, without limitation, Purchaser’s emails, purchase orders, or requests for quotation which are different from, in addition to, or vary KURZ’s terms and conditions shall not be binding upon KURZ unless agreed upon in a writing dated and executed by Purchaser and by an representative of KURZ.
PRICING & PAYMENT
- Pricing. The prices stated in our offer/confirmation of the order are based on the calculation available at the time the offer is made or order confirmed. Quotes are valid for 15 days. If the prices of materials change significantly – by at least 5 percent – within 60 days after a contract was entered into, we may raise the agreed-upon prices by the proportionate additional cost. The buyer shall be so advised if the situation arises. All prices and terms of sale are subject to correction for error.
- Payment. Unless stated in KURZ quote proposal or agreed to in previously executed customer terms and conditions, all payments are due net thirty (30) days from the invoice date in United States Dollars.
- Credit Approval. All orders are subject to credit approval by KURZ. KURZ may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, KURZ may withhold manufacturing or shipment, require cash payments, or require other satisfactory security. KURZ may recover shipped Products from the carrier pending such assurances.
- Taxes, Shipping, Packing, Handling. Unless stated in writing by KURZ, KURZ’s prices exclude charges for freight, unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products. Buyer will pay these amounts or reimburse KURZ. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold KURZ harmless from any taxes, costs and penalties arising from same. KURZ pricing include the costs of its standard domestic packing only. Any excessive packing deviation will be charged to Buyer.
DELIVERY & DELAYS
- The delivery date shall be deemed met if, by the time of its expiry, the goods to be supplied have left our works or we have made such goods available for delivery and informed the buyer that the goods are ready to be shipped.
- Delays. KURZ shall not be liable for any damages, costs, or expenses, or for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by any agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortages of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of KURZ to perform for these reasons aforesaid shall not be grounds for Purchaser’s cancellation of its order but the delivery date shall be extended accordingly.
- Supplier Delays. If we prove that we are not timely supplied by our own suppliers even though we have selected our suppliers with due care and have entered into the required agreements on reasonable terms, the delivery date shall be postponed for the period of time which corresponds to the delay caused by our being supplied late by our own suppliers. If it is impossible for our suppliers to provide us with supplies, we shall have the right to rescind the contract. If the impediment lasts longer than 2 months, either party to the contract shall have the right to rescind the parts of the contract that have not yet been performed.
- KURZ shall have the absolute right to cancel this Agreement upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by this Agreement, or the insolvency or bankruptcy of the Purchaser.
- A purchase order or any part thereof which is hereby accepted by KURZ may not be cancelled unless and until KURZ receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the Purchaser. Upon receipt of a notice of cancellation, KURZ shall be entitled to take whatever action it deems necessary and advisable to minimize cancellation charges.
- KURZ warrants, except as hereinafter provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service, in the manner originally intended, for a period of one year after shipment thereof to the original purchaser.
- PRODUCTS, OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO KURZ WHICH ARE NOT ASSEMBLED BY KURZ ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY, AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
- KURZ reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at KURZ. A defective product is not to be returned to KURZ’s plant unless authorized by KURZ. Products so returned shall be returned to KURZ’s facility, freight prepaid. Any product proving defective due to faulty assembly within one year from date of shipment will be replaced or repaired free of charge, F.O.B. KURZ’s facility. KURZ assumes no liability for labor charges incidental to the adjustment, service, repair, removal or replacement of the product or other costs, or for the expense of repairs made outside of its facility except when made pursuant to KURZ’s prior written consent. KURZ, at its option, may ship a replacement or replacements immediately under standard billing and make warranty adjustments after inspection of the defective product by means of a credit memorandum.
- THIS WARRANTY SPECIFICALLY EXCLUDES ALL PURCHASER COSTS INCURRED IN REMOVAL AND HANDLING THE ALLEGED DEFECTIVE PRODUCT AS WELL AS ALL PURCHASER COSTS IN INSTALLATION OF REPLACEMENT PRODUCTS WHETHER TEMPORARY OR PERMANENT.
LIMITATION OF LIABILITY
No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods in respect of which such claim is made, and KURZ shall under no circumstances be liable for any damages including consequential, incidental, ancillary, special or punitive damages. KURZ assumes no responsibility for bodily harm resulting from improper use of goods. To the fullest extent of the law, Purchaser shall defend and hold harmless KURZ, including its affiliates, parents, and subsidiaries, from and against all claims, damages, loss, and expenses including but not limited to attorney’s fees and disbursements incurred by KURZ as part of a loss or damage arising out of or resulting from Purchaser’s negligent acts in handling all products purchased, sold, resold, distributed, installed or maintained by Purchaser or its agents.
- This Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of KURZ, and any such assignment or transfer without such prior consent shall be null and void and of no force or effect whatsoever.
- KURZ’s failure to insist, in one or more instances, upon the performance of any term or terms of this Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
- This Agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement to this Agreement signed by each of them.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
- We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
- Credit Memos not used in 180 days will be void and removed from the customer’s account.
Purchaser agrees to pay any and all interest, court costs, attorney’s fees, and/or any additional expenses of a collection which might be incurred by KURZ, its successors, heirs, and/or assignees, in the event such expenses should become necessary in the collection of any monies which are unpaid after 60 days. At the option of KURZ, the jurisdiction and venue of any suit to collect this account may be brought in Winnebago County in the State of Wisconsin.