Terms & Conditions
GENERAL TERMS AND CONDITIONS
- All of our sales/deliveries are subject to the terms and conditions listed below. These terms and conditions and any purchase orders or written confirmations of purchases shall constitute the entire contract and agreement between Kaast and the customer. Any oral agreements or conditions not stated in a purchase order or written confirmation by the party to be charged (hereinafter “written confirmation”) are unenforceable and of no effect. Any change or deviation from these terms and conditions and/or any purchase order(s) or written confirmation(s) shall not be effective, binding or enforceable unless signed by an authorized agent of or specifically acknowledged in writing by the party to be bound thereby.
- Quotes provided by Kaast are not binding until confirmed by Kaast in writing. Notwithstanding paragraph 1 hereof, Kaast reserves the right, consistent with the custom and usage of the industry, to alter a purchase order or written confirmation due to technical advances or modernization and/or to deviate from written specifications for minor matters such as color, weight, etc.
- Kaast shall not be liable or responsible for any delays beyond its control, including, but not limited to, strikes, acts of God, acts of war or terrorism, nuclear incident, shortage or unavailability of parts or materials or for the acts or conduct of any person who is not an employee, agent or servant of Kaast.
- Kaast’s prices exclude packaging, freight or shipping, insurance and taxes, all of which are the customer’s responsibilities. Customer shall arrange for shipping. All goods are COD or cash in advance. Packaging charges will apply if export crating is required.
- Goods may be delivered in partial shipments. Such partial shipments shall be paid for as directed by Kaast. If the customer does not fully pay for such partial shipments as directed by Kaast, Kaast, at its sole discretion or option, may treat the sales contract as anticipatorily repudiated or may accelerate payment of the full invoice price.
- Notwithstanding any provision of law to the contrary, risk of loss or damage to the goods shall pass to the customer at the moment the goods leave Kaast’s warehouse or arrive at the point of entry when shipping direct.
- If Kaast is the prevailing party in any action, suit, litigation or judicial proceeding involving any issue, matter or dispute whatsoever by and between Kaast and the customer, including, but not limited to, a matter involving a complaint or counterclaim filed by the customer, the customer shall be liable and responsible for Kaast’s reasonable attorney’s fees and all costs and expenses of said litigation regardless of whether those costs and expenses are recoverable by law. Post-judgment interest shall be at the rate specified by Illinois law. Except as provided in paragraph 11 hereof, any suit, claim, action, judicial proceeding or other litigation by and between Kaast and the customer involving any matter, issue or dispute whatsoever shall be brought or filed only in a state or Federal court having its situs between Clark, Randolph and State Streets and Jackson Blvd. in Chicago, Illinois and the customer hereby consents to the personal jurisdiction and venue of said court(s) to the exclusion of any other court, forum or jurisdiction. The customer hereby waives, relinquishes and gives up any right to bring any suit, claim or action against Kaast in any other court, jurisdiction or forum and, in the aforesaid courts located in Chicago, Illinois, to file, make or present any motion or request to change or transfer venue or for forum non conveniens. The parties shall serve process for any suit only by a private courier service such as, but not limited to, Federal Express and UPS and the customer’s receipt of said process shall be conclusively established by the courier service’s records.
- Any contract or purchase order between Kaast and the customer shall be deemed to have been made in Deerfield, Illinois regardless of the order of signatures, emails, faxes or other methods of confirmation. Any action, suit, claim, litigation or judicial proceeding involving any unpaid invoice or any other issue, matter or dispute between Kaast and the customer shall be conclusively deemed and determined to have accrued and arisen in the State of Illinois.
- These terms and conditions and any contract or purchase order shall be governed by and interpreted according to the laws of the State of Illinois exclusive of its conflict of laws rules.
- Title shall transfer to the customer when the invoice price is fully paid. Kaast reserves the right to file appropriate security interests pursuant to Article IX of the Uniform Commercial Code at any time for any goods for which it has not been fully paid. Upon request, customer shall seasonably provide Kaast with any and all information necessary to prepare and file and otherwise to protect its security interests and Kaast shall have no duty or obligation to ship or cause the shipment of the goods to customer until and unless customer fully and completely complies with all such requests. Customer shall immediately advise Kaast of any change in the location of the goods and failure to do so shall entitle Kaast to take possession of the goods in the form and manner specified in paragraph 11 hereof.
- The customer shall fully and properly maintain any goods for which Kaast has not been fully paid, shall immediately advise Kaast in writing of any change in the location of the goods and shall permit Kaast to inspect same during normal business hours without prior notice. In the event the customer does not seasonably comply with its obligations as stated in the previous sentence, Kaast, in its sole discretion, at any time prior to being fully paid for the goods, may remove same from the customer’s premises at the customer’s expense regardless of whether those goods have become fixtures. In the event legal action is needed to enter the customer’s premises for any reason as permitted by this paragraph, Kaast may bring such action in the county or judicial district in which the goods are located. The provisions of paragraphs 7 and 9 hereof, other than the place of bringing suit, shall apply to any such legal action as may be applicable. Kaast’s conclusion that the goods have not been fully and properly maintained shall be conclusive and not subject to rebuttal, defense or contradiction and no counterclaim or other such pleading may be filed by the customer in any suit or action permitted by this paragraph.
- The equipment is covered by a 12-month (2,000 hour) warranty starting at the delivery date. Machines shipped outside of the 48 continental US states are subject parts warranty only. In case of missing parts, we will at our discretion rectify the defects/faults or send free replacement part delivery, provided such shortages affect the use of the merchandise more than insignificantly. If the fault is not remedied by reworking or replacement part delivery, the customer may at its discretion request a reduction or modification of this agreement. This represents the full extent of our liability.
- Except for the warranties expressly and specifically made herein, Kaast makes no other warranties to certain features and characteristics, in particular, the fitness for a particular purpose, unless express written warranties of such features have been made.
- This warranty is void, if the merchandise has been modified or equipped with other parts by the customer. Any defects caused due to normal wear or improper handling are excluded from this warranty. Additionally, any claims arising from damages caused due to non-compliance with the installation instructions, climate influences, improper maintenance or use of wrong lubricants are excluded from this warranty.
- Any suit, action or claim by the customer which, in any manner, involves, concerns, regards or pertains to the goods, including, but not limited to, their merchantability or fitness for purpose, shall be brought within one year after Kaast has relinquished possession of the goods as provided in paragraph 6 hereof and not thereafter. To the extent that Sec. 2-725 of the Uniform Commercial Code may be applicable, customer waives its provisions.
- Notwithstanding any other provision of law to the contrary, Kaast shall not be liable or responsible for customer’s incidental or consequential damages, including, but not limited to, lost profits.
- Customer hereby waives any use of or reliance upon Sec. 2-717 of the Uniform Commercial Code.
- Kaast’s waiver of any provision of these general terms and conditions or of any other contractual provision for its benefit shall not constitute a waiver of that specific provision at any other time nor shall it constitute a waiver of any other provision.
Please contact us for AUTHORITIES FOR TERMS AND CONDITIONS.
KAAST Machine Tools USA, Inc. – General Terms and Conditions – July 28, 2010