Terms and Conditions
*Pricing in promotions valid in U.S. only.
ORDER & ACCEPTANCE By submitting an order for the products, Buyer shall have agreed to purchase the products subject to all Seller’s terms including these TERMS and CONDITIONS. Buyer’s order is subject to and effective only upon acceptance and approval at Seller’s offices in Kansas City, Kansas as evidenced by Seller’s issuance of an Order Acknowledgement or Invoice. Processing of an order shall not commence until receipt of any applicable deposit and all required paperwork and customer sign-offs. The resulting contract shall be deemed made in Kansas and shall in all respects be governed and interpreted according to the laws of the State of Kansas. Buyer also consents to the jurisdiction of Kansas courts over any dispute involving an order.
ENTIRE AGREEMENT An order as accepted and approved by Seller constitutes the entire final agreement between the parties. Except as otherwise provided in writing by Seller, the terms set forth herein constitute the sole TERMS AND CONDITIONS for Buyer’s order. Seller’s acceptance of Buyer’s order is expressly conditioned on Buyer’s assent to these TERMS AND CONDITIONS which may not be supplemented, modified, superseded or otherwise altered except as authorized in writing by Seller. Any different, conflicting or additional terms in Buyer’s purchase order or any other document of Buyer are rejected and Seller’s TERMS AND CONDITIONS shall prevail.
TERMS OF PAYMENT Unless otherwise expressly specified by Seller in writing, payment shall be due 30 days from the date of invoice, payable in U.S. Funds. Seller reserves the right to negotiate terms or orders of any unique or special nature and may require full or partial payment in advance in its sole discretion. Acceptance of all orders and the payment terms for such orders are subject to approval by Seller’s Credit Department. Seller may decline to make any shipment or perform any work except upon terms satisfactory to said Department. A charge of 1½% per month (or the highest monthly interest rate that may be imposed under applicable law) will be imposed on overdue accounts. Buyer will be liable for all expenses (including reasonable attorneys’ fees) incurred in collecting any overdue accounts.
PRICES & QUOTES Prices on products are F.O.B. Seller’s factory unless otherwise specified in writing and are exclusive of any city, state, local or federal tax. Prices are subject to adjustment without notice and Seller reserves the right to correct errors in prices or specifications. Any quotation (whether written or oral) is not an offer to contract or acceptance of an order. Similarly, neither a price list nor a catalog constitutes an offer to sell or contract, but are provided solely for customers’ convenience.
TAXES Any sales, use, property, or other taxes or duties which Seller may be required to pay or collect (under any existing or future law) in connection with the sale, purchase, delivery, storage, processing, consumption or use of the products shall be for the account of Buyer and Buyer shall promptly reimburse Seller therefore.
DELIVERIES Delivery dates are estimates only and time shall not be of the essence unless specifically provided by Seller in writing. Seller will not have any liability for loss or damage resulting from a delay in a scheduled delivery or for non-delivery resulting from labor trouble, part or material shortages, accident, fire, war, strike, natural disaster, carrier delays or any contingency whatsoever (whether of the same class of those enumerated or otherwise) beyond its reasonable control. Buyer assumes all freight, handling and installation costs and the risk of loss or delay in transit. Seller will assist Buyer with transit arrangements, but Seller shall be free of any liability in connection therewith. Title to all materials and products sold by Seller shall pass to Buyer upon delivery to the carrier and Seller’s responsibility ceases at that time. Risk of loss, injury, or destruction of the products shall be borne by the Buyer and any such loss, injury or destruction shall not release Buyer from payment of the purchase price.
INSPECTION Buyer must inspect all materials for shortages, damages, conformity with order and defects before signing any documentation requested by the carrier. Buyer must immediately complete such inspection and shall not accept delivery of goods that are damaged or not in accordance with the bill of lading or packing slip without proper notification to the carrier and Seller. If goods are damaged, defective, shorted or appear not to conform to the order, Buyer shall discontinue their use and immediately notify the carrier and Seller of such condition and afford a reasonable opportunity to inspect the same. Buyer shall make, or provide Seller in writing with all information necessary to make, a claim against such carrier for any shortage, damage, or discrepancy of the shipment within fifteen (15) days after receipt of the goods. Claims or written information thereon not so presented within fifteen (15) days after receipt of the goods will not be allowed. No products will be taken back and credited or replaced unless arrangements for their return have been made in compliance with Seller’s Return Policy stated below. SEE SELLER’S CATALOG FOR INFORMATION ON HOW TO FILE A FREIGHT CLAIM.
PRODUCT SATISFACTION In the event Buyer is not fully satisfied with the quality or workmanship of a product, Seller in its sole discretion may arrange either to credit Seller’s account (excluding shipping and handling costs) or replace the product. However, Buyer must notify Seller in writing of its dissatisfaction within fifteen (15) days of receipt of the product from Seller and immediately discontinue its use. Buyer also must return the rejected product to Seller freight paid within thirty (30) days of its receipt in compliance with Seller’s Return Policy stated below. Seller’s obligation is limited to providing the applicable credit or product replacement, which will be processed only after receipt of the retuned product. In addition, this Product Satisfaction policy does not apply to specially designed, discontinued, used, factory second or repaired products.
LIMITED WARRANTY Seller warrants to the initial purchaser only of products manufactured by it that such products are free from defects in materials or labor for varying periods depending on the particular product and subject to the limitations and conditions set forth herein. Seller’s stainless steel products are warranted to be free from such defects for their normal useful life. Seller’s mechanical and electrical products, parts, devices and components (including such parts, devices and components of stainless steel products), and other-non-stainless steel products are warranted to be free from such defects for only one year. Seller disclaims any express or implied warranty for products not manufactured by Seller and the only warranty available therefore to Buyer is that offered by the products’ manufacturers.
The warranty period shall run from the date of delivery to Buyer. If within the applicable warranty period a product proves to be defective as described herein, Seller will repair or replace the product, at Seller’s sole discretion, conditional upon Buyer’s written notice of the defect within fifteen (15) days after its discovery. Upon receipt of Buyer’s notice including substantiation of Buyer’s status as the initial purchaser and details of the defect, Seller shall advise Buyer whether it plans to repair or replace the product. Seller’s obligation is solely limited to repair or replacement of a defective product and in no event shall Seller be liable for transportation from or to Seller’s offices or any other expense which may arise in connection with this Limited Warranty or the aforementioned Product Satisfaction policy.
SELLER MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND WHATSOVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS, AND/OR MERCHANTABILITY. THE ABOVE LIMITED WARRANTY CONSTITUTES SELLER’S ONLY WARRANTY AND NO PERSON OR ENTITY IS AUTHORIZED, ON BEHALF OF THE SELLER, TO MODIFY OR EXPAND UPON THE PROVISION EXPRESSED IN THIS PARAGRAPH NUMBER NINE. THE SELLER’S LIABILITY UNDER THIS LIMITED WARRANTY SHALL BE LIMITED AS PROVIDED FOR ABOVE AND THE FOREGOING SHALL BE THE BUYER’S SOLE REMEDY AND RECOURSE . There are no warranties which extend beyond the description on the face hereof and goods are sold as is. Seller’s Limited Warranty is only available to the initial purchaser of its products and is effective only upon compliance with the terms set forth herein.
Buyer agrees that the products subject to this Limited Warranty will be properly maintained in the ordinary course of business. Buyer agrees to comply with all instructions and specifications furnished by Seller relating to the installation, care, use and application of products purchased. Buyer agrees that it will not modify, misapply, or misuse such products in any manner which would deviate from Seller’s instructions. Any repairs, alterations or service provided by parties other than Seller, or its authorized representative, may void this Limited Warranty. This Limited Warranty shall not apply to normal wear and tear, improper or insufficient maintenance, routine maintenance, or damage caused by accident, negligence, improper operation or the use of corrosive materials (including without limitation bleach or sodium hypochlorite used on stainless steel surfaces). THE SELLER’S LIMITED WARRANTY SHALL NOT BE EFFECTIVE AND SHALL BE VOID UNLESS GOODS ARE APPLIED AND USED IN ACCORDANCE WITH SELLER’S INSTRUCTIONS.
LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED UPON LOST GOODWILL, LOST SALES OR PROFITS, WORK STOPPAGE, DELAY, PRODUCT FAILURE, IMPAIRMENT OF GOODS OR OTHERWISE AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, and in any case, Seller’s liability for any and all losses and damages sustained by Buyer and others shall not exceed the original purchase price of the product(s) upon which liability is founded.
IN NO EVENT SHALL ANY ACTION BE COMMENCED AGAINST THE SELLER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION WITH RESPECT TO WHICH THE CLAIM IS MADE HAS ACCRUED. SELLER SHALL NOT BE RESPONSIBLE FOR EXPENSES FOR REPAIRS NOT MADE BY SELLER WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER
RETURN POLICY All products being returned for any reason or delivered for repair service (whether or not pursuant to the Limited Warranty) must receive advance authorization from Seller. Buyer must contact Seller’s Technical Service Department at 1.800.444.1579 to receive a Return Authorization Number. All products returned, except for warranty service or pursuant to the Product Satisfaction policy, are subject to a minimum 15% restocking charge. Buyer will be responsible for all freight charges on returns.
INDEMNITY Buyer agrees to protect, defend, indemnify and hold harmless the Seller from and against any and all direct loss suffered and any liability to third parties due to bodily injury (including death) to any person or animal, or damage to any property as a result of Buyer’s misuse, misapplication or failure to inspect or maintain the Seller’s products, or such loss or liability caused by the act or omission of the Buyer in the performance of any services using said products. Buyer also agrees to indemnify and hold harmless the Seller for any taxes paid as discussed in paragraph five above. This indemnity provision expressly includes attorney’s fees and settlements of claims in a reasonable manner under the circumstances.
UNLAWFUL USE Buyer agrees that no goods shall be used in any manner violative of any laws of the United States, whether state or federal, or local ordinance, and no such goods shall be distributed to any foreign country in any manner prohibited by United States law.
REGULATIONS AND CODES Seller makes no representation or promise, express or implied, that goods delivered will conform to any state or local laws, regulations, codes, ordinances, or standards, except as particularly and expressly specified and agreed upon for compliance in writing as a part of the contract between Buyer and Seller.
SELLER’S REMEDIES Seller hereby expressly reserves all remedies provided for by the Uniform Commercial Code and such remedies are expressly cumulative in nature and include all of the available remedies for breach and Seller need not make any election of remedy.
MISCELLANEOUS Buyer may not assign its rights or duties relative without Seller’s written consent, but Seller may assign its interest in such order to any affiliate or successor in interest. The waiver of any breach of these TERMS AND CONDITIONS shall not constitute a waiver as to any further breach. Any of these TERMS AND CONDITIONS found to be invalid, illegal or unenforceable, shall be considered inoperative and the remaining TERMS AND CONDITIONS shall be valid and enforceable as though such provisions are not included herein.