Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
ACCEPTANCE OF ORDERS
NCNR (NON-CANCELABLE / NON-RETURNABLE)
SHIPPING INFORMATION AND SHIPPING CHARGES
INTERNATIONAL ORDERS (EXPORT CONTROL & ITAR)
CUSTOMER ACCEPTANCE OF PRODUCT
LIMITATION OF LIABILITY
Koehlke Components, Inc., and/or any of its affiliates/agents selling any good(s) or service(s) hereunder ("Koehlke"), agrees to sell the goods and services ("Products") designated in the Agreement to Purchase ("Order" or "Purchase Order") to the person or entity purchasing ("Customer") according to the following Terms and Conditions of Sale ("Terms").
All Orders placed with Koehlke are subject to the Terms of this Agreement, and include the following Terms and Conditions of Sale.
Any/all quotations and/or sales of Products are exclusively and expressly made on these Terms and those on the front of this document, unless otherwise agreed to in writing by Koehlke. A Purchase Order based on a quotation given by Koehlke to a Customer, regardless of the form the Order is on or any conditions set forth within or as an attachment, is bound by the Terms and Conditions of Sale as outlined in this Agreement, which, if applicable, also prevails any terms and conditions deviating from this Agreement. The Terms contained within this Agreement prevail, supersede and make null and void any other additional, different and/or conflicting terms presented by Customer, and any/all such terms proposed by customer are hereby objected to and rejected by Koehlke, even if not explicitly stated.
All orders are subject to Koehlke's written acceptance. Any acknowledgement of receipt of any document shall not, in and of itself, constitute an acceptance of an order. Customer placement of an order with Koehlke is an offer to purchase the Product(s) listed in the order. Koehlke may decline to accept Customer order in full or in part. No Order is considered accepted by Koehlke until the product is shipped. Acceptance of Orders by Koehlke is subject to credit approval. Koehlke reserves right to modify terms prior to shipment, require payment in advance, or delay/cancel any shipment of an Order if Customer fails to fulfill any obligation when due, or due to lack of Customer's credit worthiness. Any delivery date provided in connection with any order is solely an estimate and does not represent a fixed or guaranteed date of delivery.
Koehlke makes every effort to provide current and accurate information relating to Product(s) and Price(s), but does not guarantee the accuracy of any such information. Information relating to Product(s) and/or pricing is subject to change without notice, including at any time prior to acceptance of Customer's Order. Unless otherwise stated in a written quotation by Koehlke, quoted prices are firm for 45 days from the date of the written quotation. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices exclude taxes, freight, handling, duty, or other similar charges, and acceptance of an Order by a Customer equates to acceptance that any taxes and Order-related charges shall be added and are the responsibility of the Customer.
In the event that we discover an error in the material, availability and/or pricing of the Product that affects a Customer's outstanding Order, Koehlke will notify Customer of the corrected information, and Customer may elect to accept the correction or cancel the order. In the event of a correction of information, where the order is cancelled and the Customer's credit card already has been charged for the purchase, Koehlke will issue a credit to the credit card in the amount of the original charge. All prices are in U.S. dollars.
All payments must be made in U.S. currency in the amount billed on the invoice. All payments are Net 30 from the date of shipment. If a Customer payment check is dishonored for any reason by the bank or other institution on which it is drawn, you agree to pay Koehlke up to $35 as a service charge.
Partial shipments will be billed by Koehlke as made. Customer shall have no right to offset or withhold payment. Koehlke may cancel or delay delivery of Product(s) in the event of an arrearage in Customer's account. Customer agrees to pay all costs, including reasonable attorney fees, court costs and/or collection costs incurred in the collection efforts for outstanding balances.
Individual Customer payment terms must be approved through Koehlke in advance of shipment of the Product(s). In general, Koehlke accepts the following payment methods:
In the event of cancellation or other withdrawal of an Order for any reason, and without limiting any other remedy that Koehlke may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Koehlke, and shall be paid by Customer to Koehlke. Customer requests to reschedule are subject to acceptance solely at Koehlke's discretion. Orders may not be canceled or rescheduled after the order has been submitted by Koehlke to the shipment carrier. Koehlke reserves the right to allocate sales and limit or cancel quantities available of selected Products on any Order, for any reasons, at Koehlke's sole discretion. Product specification, prices and availability are subject to change without prior notice.
Products are subject to special non-cancelable and non-returnable (NCNR) terms and conditions. Products may be noted as NCNR for a variety of reasons, including but not limited to, the manufacturers disallowance of a return, the manufacturer's requirement of a minimum buy for this Product, the special or custom nature of this Product, for (the Customer) when there are no buyers/users of the item. Submission of a Customer Order is an agreement to the NCNR terms by the Cutsomer, and agreement that the Order for Product(s) may not be returned, cancelled, reduced, rescheduled, or modified in any way.
SHIPPING INFORMATION AND SHIPPING CHARGES
All Product(s) will be packed for shipment in Koehlke's standard packaging, marked for shipment to the address specified in Customer's Order, and, unless Koehlke receives specific written instructions from Customer prior to shipment date, delivered to carrier selected by Koehlke. Quoted Shipment dates are estimates only. Koehlke may ship partial orders, and Customer agrees to acceptance and payment for any partial shipment of Order(s).
Unless otherwise specified by Koehlke, shipping and/or freight charges and/or insurance will be added to the invoice and paid by the Customer. To estimate cost of shipping, please use the UPS Shipping Cost Calculator. This is solely for estimating purposes, while actual shipping-related costs will be determined solely by Koehlke and included on the invoice to the Customer. Availability of shipment methods is dependent on the destination country.
Koehlke is exempt from liability for any delay in delivery or other performance due to unforeseen circumstances, or to causes beyond Koehlke's control, including but not limited to, strike, lockout, riot, civil disturbance, terrorism acts, blockades, war, fire, acts of God, accident, theft, malicious damage, failure or breakdown of components required to complete Order, supplier/subcontractor/Customer caused delays, curtailment of or failure to obtain sufficient electrical or other energy supplies, technical difficulties, and/or compliance with any governmental law, regulation or order, including US Export Administration Regulation. Koehlke reserves the right to allocate, defer or delay shipment of any Product(s) in its sole discretion to serve its Customers.
If a Product a Customer orders is out of stock at the time the Order is placed and accepted by Koehlke, Customer may elect to have the Product shipped on a subsequent shipment. Additional shipping charges may apply to each shipment. Backorders will be held based on Customer's request and Koehlke's approval.
Koehlke accepts international orders. Some Products are not available for shipment outside the US. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of the US. The Customer agrees to comply with all applicable export control laws, restrictions, regulations and orders of the US or applicable foreign agencies or authorities. Customer shall not directly or indirectly sell, export, transfer, assign, use or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the US or applicable foreign agencies or authorities. Customer is responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to U.S. law is strictly prohibited.
Unless otherwise noted, this quote, order or sale may include Munitions List Items (MLI) or Commerce Controlled List Items (CCLI). MLI/CCLI property is controlled by the US Government and in many cases may not be transferred (exported, sold and/or given) to a foreign country, a non-US Citizen / National, or a non-Permanent US Resident without a valid State / Commerce Department export authorization. It is the responsibility of the Customer to determine what the applicable requirements may be and to obtain any or all necessary authorization(s), license(s) and/or approval(s). The use, disposition, export and/or re-export of the property covered or included in this quote, order or sale is subject to the provisions of law referenced in End-Use Certificate DLA Form 1822, DEC 2001, including, but not limited to, the Arms Export Control Act (22 USC 2751 et seq.); Export Administration Act of 1979 (50 USC App. 2401 et seq.) as contained under Executive Order 12924; International Traffic in Arms Regulations (22 CFR 120 et seq.); Export Administration Regulations (15 CFR 730 et seq.); Foreign Assets Control Regulations (31 CFR 500 et seq.) and the Espionage Act (18 USC 793 et seq.). Customer agrees not to sell and/or deliver Koehlke Product(s) to those areas where delivery would be forbidden under U.S. law and regulations pertaining thereto.
Customer is responsible for inspecting all Product(s) prior to acceptance. Product(s) are deemed by Koehlke as accepted by Customer, except as to warranty claims, unless Customer notified Koehlke in writing within 30 days of shipment of Product shortage, damage or defect. Notwithstanding the exceptions stated in this Agreement, any use of a Product by Customer, its agent, employee, contractor, customer or licensees for any purpose after receipt of Product(s) constitutes acceptance of the Product by Customer. If/when Customer receives merchandise damaged in transit, Customer is required to keep shipping carton, packing material and parts intact, and contact a Koehlke Sales within 2 business days to initiate a claim.
Product(s) noted by Koehlke as NCNR (Non-Cancelable and Non-Returnable) may not be returned, cancelled, reduced, rescheduled, or modified in any way, as outlined in these Terms. NCNR Product(s) may not be returned to Koehlke for any reason except in accorance with any applicable manufacturer warranty applicable to those specific items.
For NCNR Product(s), Koehlke may accept merchandise returns subject to the conditions outlined in this Term, and will replace the Product or refund the Customer's payment at the Customer's option. For all returns not relating to a manufacturer's warranty, returns must be made within 30 days of the date of shipment, and be in original packaging, and be in resalable condition. If Koehlke agrees to accept a return, return freight charges must be prepaid by Customer. Koehlke will not accept COD shipments. Some Product(s) may require return directly to the manufacturer; however, Customer will be notified of shipment location upon Koehlke's acceptance of a return. Customer is required to contact Koehlke Sales for a Return Materials Authorization (RMA) number and addressing instructions prior to returning product. Product(s) may not be returned to Koehlke without Koehlke's prior written authorization. If/when a Customer returns Product(s) to Koehlke, the Customer certifies the Product(s) were purchased from Koehlke and there has been no substitution in whole or part of product from another supplier, distributor or other source. Products returned because of Customer error may be subject to a restocking fee.
Koehlke operates as a distributor and as a manufacturer.
In no event shall Koehlke, or any agent, representative, or contracted party of Koehlke, be liable to you or to any third-party for any indirect, incidental, special, consequential, punitive or exemplary damages, including without limitation lost profits, lost savings, lost data, lost use, or loss of business opportunity, arising out of or relating to any Koehlke distributed or manufactured product. Koehlke's aggregate liability in relation to the Product shall not, under any circumstance, exceed the payment, if any, received by or due to the Koehlke for the Products, as the case may be, which are the subject of the claim or dispute. Customer acknowledges that the amount payable for the Product(s) in question are based in part on these limitations, and Customer agrees these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
Any and all disputes relating to Product(s) shall be venued in a state or federal court for the location of Koehlke's headquarters in Franklin, OH and/or in a court specified by Koehlke in order to secure jurisdiction over third parties, and Customer hereby irrevocably submits to the personal jurisdiction of such court(s) for that purpose and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of or in any way connected with the Products may be brought by Customer more than one year after the cause of action has accrued. All contracts, expressed or implied, entered into by Koehlke, shall be construed under and governed by the laws of the State of Ohio. If any part, provision or clause of these Terms, or the application thereof to any person or circumstances, is held invalid, void or unenforceable, such holding shall not affect and shall leave valid all other parts, provisions, clauses or applications of these Terms remaining, and to this end the Terms shall be treated as severable.
Any questions or additional information sought regarding this Agreement should be directed to Koehlke Customer Service at email@example.com.
Date of last modification: June 7, 2011.
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