KOR-PAK CORPORATION’S TERMS AND CONDITIONS OF SALE
ANY PRODUCTS PURCHASED BY YOU, THE BUYER (“YOU” OR “BUYER”) ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE APPLICABLE PURCHASE ORDER AND AT THE KOR-PAK WEBSITE, WWW.KOR-PAK.COM. THESE TERMS ARE INCORPORATED INTO AND MADE A PART OF THE PURCHASE ORDER (COLLECTIVELY, THE “AGREEMENT”). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND CONDITIONS OF SALE SET FORTH IN THE PURCHASE ORDER AND THOSE SET FORTH AT THE KOR-PAK WEBSITE, THE TERMS AND CONDITIONS OF SALE SET FORTH AT THE KOR-PAK WEBSITE SHALL PREVAIL. NO PERSON HAS THE AUTHORITY TO ALTER THESE TERMS OTHER THAN A CORPORATE OFFICER OF KOR-PAK CORPORATION, AND ANY SUCH ALTERATION MUST BE IN WRITING. BUYER’S ACCEPTANCE OF PRODUCTS CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE.
(a) KOR-PAK’s prices for the goods you are purchasing (the “Products”) are those stated on the face of the applicable Purchase Order. All prices are F.O.B. shipping point unless otherwise specified. Quoted prices are subject to additional federal, state or local taxes, including any present or future sales, use, excise, or similar taxes.
(b) The prices for any Products shall be confidential, and Buyer shall not disclose such prices to any unrelated third party. KOR-PAK and Buyer acknowledge and agree that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm KOR-PAK and that KOR-PAK is entitled to equitable relief (including, without limitations, injunctions) with respect to any such breach or potential breach in addition to any other remedies.
(a) All payments for Products must be made in United States currency unless specified in writing by KOR-PAK. Payments for Products on orders over $10,000 must be made by check or wire transfer only. KOR-PAK may offer different credit terms in KOR-PAK’s sole discretion based on your credit approval.
(b) Unless otherwise stated on the face of the Purchase Order, payment for Products from Buyers whose credit is approved is due within thirty (30) days of Buyer’s receipt of invoice.
(c) KOR-PAK reserves the right to modify payment terms in its sole discretion. For instance, KOR-PAK may require first time buyers to prepay the full cost of the Products.
(d) If Buyer does not pay when payment is due, past due amounts are subject to late fees of one and a half percent (1 ½%) per month or the maximum percentage rate permitted by law, whichever is less. KOR-PAK will not ship the Products prior to receiving all required payments.
(e) KOR-PAK shall have the right to offset any and all amounts due and owing from KOR-PAK to Buyer under the current-Purchase Order, including, without limitation, any chargebacks or rebates, against any amounts due and owing from Buyer to KOR-PAK under this Purchase Order or any other Purchase Order placed between you and KOR-PAK.
(f) If Buyer defaults in payment, Buyer will be liable for all collection costs incurred by KOR-PAK including, but not limited to, attorneys’ and collection agency fees, and all related disbursements.
Shipment of Products.
(a) Shipment of all Products shall be made F.O.B. shipping point. Buyer shall bear the risk of loss and damage to Products as soon as the Products leave from the shipping point.
(b) Any shipping dates for Products are approximate and are for informational purposes only. Shipment is contingent on Buyer’s prepayment of the required amounts (as set forth in Section 2 and/or on the applicable Purchase Order). Unless otherwise agreed to by KOR-PAK in writing in the Purchase Order, KOR-PAK may, in its sole discretion, use any commercial carriers for shipment of the Products in agreement with the Buyer to add Prepaid and Allowed on the Purchase Order.
(c) KOR-PAK reserves the right to make shipment and delivery of Products in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of the obligations to accept and pay for remaining deliveries.
(d) Unless otherwise agreed to by KOR-PAK in writing, Buyer will pay all insurance costs in connection with delivery of the Products, if any, and be responsible for filing and pursuing claims with carriers for loss of, or damage to, Products in transit.
(e) Buyer is responsible for obtaining at its sole cost and expense any and all necessary licenses and permits for the Products, including, without limitation, any licenses and permits for transportation.
(f) If Buyer is unable to receive the Products when they are tendered, Buyer will be liable to KOR-PAK for any losses, damages, or additional expenses incurred or suffered by KOR-PAK as a result of Buyer’s inability to receive the Products.
(g) Buyer agrees to immediately inspect all Products upon its receipt of them and will be deemed to accept the Products upon receipt. Any claims for shortages, discrepancies, defects or nonconformities will be waived by Buyer unless made in writing to KOR-PAK within seventy-two (72) hours of receipt of the Products.
(h) Manufacturing tolerances are ± 10% of quantity.
(i) Until Buyer has fully and finally paid all amounts owed to KOR-PAK for any Products, Buyer shall hold such Products in trust for KOR-PAK, and KOR-PAK may repossess them if Buyer fails to pay for them in a timely fashion.
(j) KOR-PAK shall be excused from performing any of the obligations under this Agreement which are prevented or delayed by an occurrence wholly outside of the control of KOR-PAK. This includes without limitation destruction or damage to the goods or facilities of KOR-PAK or its vendors or suppliers, strikes or other labor matters, floods, fire, accidents, riots, war, terrorism, civil disturbance, explosion or any regulations, rules, ordinances or orders of any governmental authority, whether foreign, federal, state or local. If any such event shall occur, KOR-PAK shall have the right to determine any reasonable formula of prorating under such circumstances and may terminate the order as to the undeliverable portion or may deliver when available.
No order may be canceled or changed in whole or in part without the prior written consent of KOR-PAK. Cancellation of any order may be subject to additional fees, including but not limited to KOR-PAK’s expenses already incurred and additional restocking fees.
KOR-PAK allows you to return Products for a refund (less the applicable restocking fee) that you have purchased Products within ninety (90) days of receiving such Products. Beyond this ninety (90) day period, KOR-PAK only accepts the return of Products that are subject to the manufacturer’s warranty. All such returns are subject to KOR-PAK’s 35% “restocking fee.”
Product Descriptions, Pricing Errors, and Remedies.
(a) All features, specifications, products, prices, services, discounts, promotions and offers described on our website are subject to change at any time, and we reserve the right to make changes to them without notice to you. We attempt to be as accurate as possible in describing Products (including pricing) offered for purchase through the website or via a customer service representative; however we do not warrant or represent that all such descriptions are complete, current or error-free.
(b) In the event that a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, KOR-PAK shall have the right, prior to the acceptance of your order, to refuse or cancel any such orders, whether or not the order has been confirmed and your credit card charged. KOR-PAK shall refund any funds collected in reference to cancelled Products. You will have no other recourse against KOR-PAK in the event of such a cancellation.
(c) If you purchase one of our Products and such Product was not accurately described or depicted on the website, your sole remedy shall be to return such unused Products to us within thirty (30) days of your receipt thereof for a full refund (including your return shipping costs). We change our product descriptions from time to time, so you MUST check these details before ordering from us. We cannot guarantee product availability.
KOR-PAK does not provide any design or product advice. All information provided to you by KOR-PAK is based explicitly on instructions of the manufacturer or provider of Products. Manufacturers may offer warranties for certain products sold through our Services. Those warranties, however, are direct from the manufacturer and are in no way offered by KOR-PAK. If you have questions related to a manufacturer warranty or are seeking to enforce one, please contact the appropriate company directly, as we cannot communicate with any manufacturers on your behalf.
No Warranties From KOR-PAK.
KOR-PAK HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY CONTRACT, AT LAW, IN EQUITY, BY STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ANY WARRANY AGAINST DEFECTS IN DESIGN, MATERIALS AND WORKMANSHIP, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF GOOD TITLE, AND ANY WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY PATENTS, TRADEMARKS, OR COPYRIGHTS.
Limitation of Liability.
KOR-PAK, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, successors, or assigns (“KOR-PAK Parties”) shall not be liable under any circumstances or under any legal theory, whether in tort, contract, or otherwise with respect to the PRODUCTS, for any indirect, incidental, special, consequential, exemplary, INCIDENTAL, INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, SALES OR REVENUES, COST OF REPLACEMENT GOODS, LOST BUSINESS OR BUSINESS INTERRUPTIONS, OR ATTORNEYS FEES OR COURT COSTS arising from or relating to this Agreement or the Products, even if the KOR-PAK parties have been advised of the possibility of such damages.
The KOR-PAK parties’ aggregate liability to you in any matter arising from or related to these Terms IS EXPRESSLY LIMITED AT THE OPTION OF KOR-PAK: (A) TO THE REPLACEMENT AT THE AGREED POINT OF DELIVERY OF ANY PRODUCTS FOUND TO BE DEFECTIVE OR NOT TO CONFORM TO THE SPECIFICATIONS SET FORTH HEREIN, (B) TO THE REPAIR OF SUCH PRODUCTS, OR (C) TO THE REFUND OR CREDITING TO BUYER OF THE PRICE OF SUCH PRODUCTS.
Buyer will indemnify, defend and hold harmless the KOR-PAK Parties from and against all losses, damages, liabilities, costs, attorney’s fees, expenses, judgments or settlements, including, but not limited to, property damage, loss of profits or revenue, loss of use of any property, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the Products, regardless of whether such Losses are suffered directly by Buyer or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not KOR-PAK or any third-party is proportionately negligent with respect to such Losses and/or Claim. KOR-PAK will have the sole and exclusive right to conduct the defense of any Claim at Buyer’s sole and exclusive cost and expense. Buyer’s indemnification obligation does not depend on the truth or accuracy of any allegations made against KOR-PAK, Buyer or any third party.
KOR-PAK cannot guarantee that the Products meet all applicable safety standards and regulations in each locality. Buyer assumes responsibility for compliance with such safety standards and regulations in the localities in which the Products will be shipped, sold and used. Before purchase and use of any Products, Buyer should review the product application, and national and local codes and regulations, and verify that the use and installation of the Products will comply with them.
Export Controls; Availability.
(a) Certain Products may be subject to export controls under the laws, regulations and/or directives of the United States and various other countries. Buyer assumes responsibility and liability for compliance with all U.S. and international laws, treaties and customs rules and regulations applicable to the export of Products by Buyer.
(b) Due to government regulations and product availability, not all goods sold by KOR-PAK may be available in every area.
Interpretation of the Agreement.
Regardless of how many times Buyer purchases, or has purchased, goods and services from KOR-PAK by whatever means, each time Buyer accepts the Agreement, Buyer and KOR-PAK enter into a separate agreement that will be interpreted without reference to any other agreement between Buyer and KOR-PAK, or what Buyer may claim to be a course of dealing or course of performance that has arisen between Buyer and KOR-PAK. This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. No waiver or any breach of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof.
Choice of Law; Jurisdiction.
This Agreement will be governed by and construed under the laws of the United States of America and, to the extent not inconsistent therewith, the laws of the State of Illinois without regard to conflicts-of-laws principles that would require the application of any other law. Any proceeding arising out of or relating to this Agreement must be brought in the courts of Chicago, Illinois, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding will be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.
Any director, officer, employee, representative, or agent of Buyer signing or otherwise entering into this Agreement hereby represents and warrants that he or she is duly authorized to execute and enter into this Agreement on behalf of Buyer