Terms. These Terms and Conditions and the Confirmation of Order (collectively, “Terms”) apply to all KW Acquisition, Inc. (“Karol-Warner”) sales and shall take precedence over and supersede any terms and conditions which appear in Purchaser’s order or in any documents incorporated by reference in Purchaser’s order. No term or condition of Purchaser’s order additional to or different from these Terms shall become part of the contract unless explicitly agreed to in writing by Karol-Warner.
Domestic Orders: Net 30 days, FOB shipping point, subject to prior credit approval.
Export Orders: All payments shall be in US dollars by an acceptable irrevocable Letter of Credit, or wire transfer.
Interest will accrue on overdue amounts at 2% per month (or, if lower, the maximum amount permitted by law). We accept MasterCard, Visa, and American Express for all orders. Purchaser shall be responsible for all costs of collection including reasonable attorney’s fees and court costs.
Pricing. Price lists are available on our website at www.karolwarner.com. All illustrations, specifications and prices in our catalog and on our website are based on the latest information available at the time of publication and subject to change without notice. Models may be changed, improved or discontinued at any time at Karol-Warner’s sole discretion.
Shipping/Delivery. Unless specified, Karol-Warner will determine means of shipment. Shipping and handling fees are applied to all orders to compensate for packaging, shipping costs and insurance. International orders require special handling fees to be calculated at the time of a quote or order. If Purchaser designates the carrier, title to and risk of loss for product passes to the Purchaser upon tender to the carrier at the shipping point. Shipping dates are approximate and are based upon receiving all necessary information from Purchaser. Karol-Warner shall not be liable for failure or delays in manufacture or delivery due to causes beyond Karol-Warner’s control. In the event of such a delay, the delivery dates shall be deferred for a period equal to the time lost by reason of such delay. Karol-Warner shall, where feasible, promptly advise Purchaser of the occurrence of such cause of its delay, and of its effect upon delivery. Title and right of possession to the products or shipments sold hereunder shall remain with Karol-Warner until all payments hereunder (including deferred payments) shall have been made in full. Purchaser agrees to do all acts necessary to reflect and record such interest.
Claims. Items are shipped in new condition and packed to withstand normal shipping risks. The Purchaser is responsible to check all packages for damage or loss before accepting any shipment. Any damage or loss apparent from the shipping container must be noted on the bill of lading and Karol-Warner must be notified by the Purchaser of the loss or damage within 5 business days of delivery. After 5 business days and in the absence of such notice, Purchaser is deemed to have accepted any shipment. Karol-Warner is not responsible for damaged or lost items that have been accepted by the Purchaser. Concealed damage, where the box is in good condition but the product is missing or damaged, is an exception.
Returns. Equipment may not be returned to Karol-Warner without a Return Goods Authorization (RGA) number which may be obtained by contacting Karol-Warner at (800) 999-7645 or (410) 987-7330. RGAs must be requested within 30 days of delivery date. All returns are subject to a minimum 15% restocking fee. Items must be in new, unused condition and must be sent back in the original packaging including all manuals, power cords, software and options to be eligible for return. Customers are responsible for all shipping charges when returning an item. Returns sent COD will not be accepted. After your return has been received, inspected, and approved for a refund, a credit will be issued minus any applicable restocking fees, freight charges, and handling fees. Damage resulting from improper packing of returned items is solely the customer’s responsibility.
Liability and Purchaser Indemnity. Use of Karol-Warner products may involve hazardous procedures and materials. Our descriptions of items do not proclaim to address all of the safety issues involved with their use. The user is solely responsible for using these products in a safe and responsible manner as outlined in the appropriate published test procedures, operating instructions, warning labels and applicable regulatory requirements. Karol-Warner shall not be liable for and Purchaser assumes all risk of any advice or failure to provide advice by Karol-Warner regarding the products or Purchaser’s use of the same. Karol-Warner shall have no responsibility for any particular application made of any product. Purchaser agrees to indemnify and hold Karol-Warner harmless from and against any costs, losses, liabilities and expenses (including reasonable attorney’s fees) arising out of third party claims related to Purchaser’s use of Karol-Warner products.
Warranty. Karol-Warner warrants that the products supplied are suitable for the standard purpose for which they are designed. These products are warranted to be free of defects in materials and workmanship for a period of one (1) year from the date of original shipment and any claim must be submitted within such period. This warranty excludes damage from or repairs necessitated by neglect, abuse, normal wear and tear, use of the equipment for other than its intended purpose or other than under normal operating conditions, alterations or modifications, repairs attempted by anyone other than Karol-Warner and any failure to comply with installation, maintenance or operating instructions. Also excluded are damages caused by lightning strikes, floods, electrical supply irregularities or other occurrences beyond our control. Purchaser may be required to establish that the product has not been altered or modified and has been properly installed, maintained and operated within the limits of rated and normal use. Products may not be returned to Karol-Warner for warranty repair or replacement without obtaining a Returns Goods Authorization (RGA) number. If Karol-Warner determines in its sole discretion that the product is defective and is covered by this warranty, Karol-Warner’s sole obligation, and Purchaser’s sole and exclusive remedy, is the repair or replacement of the product by Karol-Warner in Karol-Warner’s discretion. Karol-Warner will not be responsible for labor charges or other expenses associated with a repair of a defective item (e.g., to reinstall a repaired or replaced part). Additional Third Party Manufacturer warranties are honored and passed through when applicable. Purchaser’s sole and exclusive remedy for any defect covered by the warranty shall be as set forth in this section. This exclusive remedy shall not have failed of its essential purpose (as that term is used in the Uniform Commercial Code). Purchaser specifically acknowledges that Karol-Warner’s price for the products is based upon the limitations of Karol-Warner’s liability as set forth in these terms. These limitations of liability shall survive any finding that the exclusive remedy failed of its essential purpose.
DISCLAIMER. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. KAROL-WARNER’S LIABILITY WHETHER UNDER THESE TERMS OR OTHERWISE RELATING TO THE SALE OR USE OF THE PRODUCTS IS LIMITED TO THE AMOUNT RECEIVED FROM CUSTOMER. UNDER NO CIRCUMSTANCES SHALL KAROL-WARNER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR PUNITIVE DAMAGES.
Governing Law. This sale and these Terms are governed by Ohio law without regard to choice of law rules. The parties agree that certain material events, occurrences, and transactions relating to the sale of the products bear a reasonable relationship to the State of Ohio. The State and Federal district courts located in Columbus, Ohio shall have exclusive jurisdiction and venue in any action or proceeding arising out of or relating to this sale or these Terms. The parties hereto irrevocably consent to the exclusive personal jurisdiction of such courts and to such venue and expressly waive any right to a trial by jury. For international sales, the parties hereby agree that the United Nations Convention on the International Sale of Goods does not apply to this sale or these Terms.