Terms & Conditions of Quotation and Sale
WARNING: IT IS THE PURCHASER’S RESPONSIBILITY TO DETERMINE THE SUITABILITY OF ANY KAR-TECH PRODUCT FOR AN INTENDED APPLICATION, AND TO INSURE THAT IT IS INSTALLED AND GUARDED IN ACCORDANCE WITH ALL FEDERAL, STATE, LOCAL AND PRIVATE SAFETY AND HEALTH REGULATIONS, CODES AND STANDARDS.
GENERAL
The following terms and conditions, including those on the front side of this document shall constitute the entire agreement for the purchase and sale of KAR-TECH’s products. Any acceptance contained herein is made expressly conditional upon the purchaser’s assent to the terms which are different from, in addition to, or vary the terms contained in the Purchaser’s purchase order or request for quotation. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from receipt hereof. Any terms and conditions contained in the Purchaser’s purchase order or request for quotation which are different from, in addition to, or vary KAR-TECH’s terms and conditions shall not be binding upon KAR-TECH and KAR-TECH hereby objects thereto.KAR-TECH retains the title and all rights to cost estimates, samples, drawings and any other documents, electronic or otherwise, presented to customers and prospects. They may not be made accessible to third parties without the agreement of KAR-TECH and, if requested, are to be returned to KAR-TECH together with all copies made there from.
QUOTATIONS AND PRICES
Written quotations automatically expire ninety (90) calendar days from the date of issue unless determined by notice. All prices are subject to change without notice. In the event of a net price change, the price of equipment on order but unshipped will be the price in effect on the date of shipment. Price reductions shall apply only to unshipped portions of outstanding orders. Any addition to an outstanding order will be accepted at prices in effect when the addition is accepted.
CHANGES
Prior to the date of delivery of any product or products hereunder the Purchaser shall have the right to make changes in its order provided that KAR-TECH receives written notice of the desired changes and accepts the same and provided further the Purchaser accepts the additional charge therefore as determined by KAR-TECH. Changes which interfere with or alter KAR-TECH’s production schedule will not be acceptable unless the time for performance is extended for such period as deemed necessary by KAR-TECH. Failure of KAR-TECH to accept a Purchaser’s request to change its purchase order shall not be cause for Purchaser’s cancellation of its order except upon payment of a cancellation charge to be determined by KAR-TECH.
TAXES AND OTHER CHARGES
Any manufacturer’s tax, retailers occupation tax, use tax, sales tax, excise tax, duty, custom, inspection, or testing fee, or other tax, fee, or charge of any nature whatsoever, imposed by any governmental authority on or measured by any transaction between KAR-TECH and the Purchaser, shall be paid by the Purchaser, in addition to the prices quoted or invoiced. In the event that KAR-TECH shall be required to pay any such tax, fee, or charge, Purchaser shall reimburse KAR-TECH therefore, or, in lieu of such payment, Purchaser shall provide KAR-TECH at the time the order is submitted with an exemption certificate or other such document acceptable to the authority imposing the same. Purchase orders must state the existence and amount of any such tax, fee, or charge which it shall be KAR-TECH’s responsibility to collect from Purchaser and pay.
CANCELLATION
(a) KAR-TECH shall have the absolute right to cancel this Agreement upon breech thereof by the Purchaser, failure by the Purchaser to make payment required by this Agreement, or the insolvency or bankruptcy of the Purchaser.
(b) A purchase order or any part thereof which is hereby accepted by KAR-TECH may not be canceled unless and until KAR-TECH receives written notice of the cancellation, and 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, KAR-TECH shall be entitled to take whatever action it deems necessary and advisable to minimize cancellation charges.
WARRANTY
(a) KAR-TECH warrants, except as provided below, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service for a period of one year after date of shipment thereof by KAR-TECH to the original purchaser.
(b) KAR-TECH reserves the right to inspect products claimed defective under warranty either at the Purchaser's location or at KAR-TECH's plant. A defective part is not to be returned to KAR-TECH's plant unless authorized by KAR-TECH and shipped to KAR-TECH's plant prepaid. Any product proving defective due to faulty assembly within one year from the date of shipment will be replaced or repaired free of charge F. O. B. KAR-TECH's plant. KAR-TECH assumes no liability for labor charges incidental to the adjustment, service, repairing, removal or replacement of the product or other costs or for the expense of repairs made outside its factory except when made pursuant to KAR-TECH's prior written consent. KAR-TECH, 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 credit memorandum.
(c) PRODUCTS OR COMPONENTS THEREOF SUPPLIED TO KAR-TECH BY ITS THIRD PARTY SUPPLIERS WHICH ARE NOT ASSEMBLED BY KAR-TECH ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF THE THIRD PARTY SUPPLIER AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(d) TO THE EXTENT ALLOWED BY LAW, NEITHER KAR-TECH NOR ITS THIRD PARTY SUPPLIERS MAKES ANY OTHER WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO WARRANTIES OR CONDITIONS OF MERCHANABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.
(e) TO THE EXTENT ALLOWED BY LAW, EXCEPT FOR THE OBLIGATIONS SPECIFICALLY SET FORTH IN THIS WARRANTY STATEMENT, IN NO EVENT SHALL KAR-TECH OR ITS THIRD PARTY SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT KAR-TECH OR ITS THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(f) SPECIAL WARRANTY PROVISION FOR WIRELESS SYSTEMS WITH REMOVABLE ANTENNAE: No warranty granted in this document shall apply to a wireless system with a removable antennae unless: 1) the removable antennae and connecting cable are purchased from Kar-Tech at the time of sale; or 2) prior to the sale the customer provides to Kar-Tech a specification or sample of the antennae or connecting cable which the customer intends to use and Kar-Tech approves its use. Approval given by Kar-Tech is NOT a warranty of any type as to the antennae or connecting cable; customer’s warranty for customer supplied components is limited to the warranty (if any) provided by the manufacturer thereof.
DELAYS
KAR-TECH shall not be liable for damages or 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, fire, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortage of material, lack of transportation and failure of performance of subcontractors and or suppliers for similar reasons. Failure of KAR-TECH 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.
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 goods in respect of which such claim is made, and KAR-TECH shall under no circumstances be liable for consequential damages
MISCELLANEOUS
(a) This agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of KAR-TECH and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.
(b) KAR-TECH’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 performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
(c) Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party.
(d) The paragraph headings in the Agreement are used for convenience only. They form no part of this Agreement an are in no way to alter or effect the meaning of this Agreement.
(e) 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.
(f) The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.
(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
(h) 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.
PAYMENT TERMS
(a) CASH PAYMENT: Net 30 days. A service charge of 1.5% per month (18% annual rate) will be charged on balances which are over 60 days.
(b) F.O.B. - Shipping point unless otherwise stated.