Standard Terms and Conditions
These Standard Terms and Conditions will be the only terms applicable to the sale and purchase of our products. In this Agreement "you" and "your" refer to the Customer identified in Purchase Orders and "we", "us" and "our" refer to King Tools & Equipment, Inc. and/or its other affiliates and subsidiaries (“King”).
1. Warranty. New products are warranted to be free from defects in material and workmanship for ninety (90) days with proof of purchase. No warranty is given with respect to any non-King products.
Written notice of a defective or nonconforming condition must be given to us within thirty (30) days of discovering it and the defective or nonconforming product must be returned to us promptly after discovery of such defect or nonconformance - all transportation charges, taxes, imposts and duties excises are bore by the customer unless it is found that the defect or nonconforming is due to a breach of this warranty. In this scenario, we will reimburse reasonable freight charges for repairs covered by this warranty. The warranty period on such repaired or replaced product shall be the unexpired term of the original warranty. This warranty is exclusive and in lieu of all other warranties including warranties of merchantability and fitness for a particular purpose. We will not be responsible for incidental, resultant or consequential damages. This warranty is not assignable without our written consent and is applicable only if, the product has not been altered, modified or repaired by anyone other than us; and has not been subjected to accident, misuse, abuse or neglect.
2. Indemnity. Customer shall indemnify, defend, save, and hold harmless King, its Parent, Affiliates, directors, officers, servants, and employees thereof, from and against any and all responsibilities, liabilities, claims, demands, suits, judgments, losses, damages, costs, and expenses for any loss of, damage to, or destruction of any property or any injury to or death of any person arising from Customer’s use, operation, repair, maintenance, or disposition of the products, provided, however, Customer shall not be required to indemnify King for claims or liabilities arising from King’s negligence or misconduct or breach of its obligations arising under this Agreement.
3. Prices, Taxes and Delivery. All prices are based on FOB Ontario, California. Prices do not include transportation, insurance, taxes, imposts, or other similar charges. The amount of all Federal, State or local taxes applicable to the sale, possession, use or transportation of the products sold and all duties, imposts, tariffs or other similar levies, shall be added to the prices and paid by the Customer, except where the Customer shall furnish an appropriate certificate of exemption.
Customer shall indemnify and hold King harmless from the payment or imposition of any tax or levy imposed on any products sold, plus penalties, interest or reasonable attorney’s fees connected with the imposition of any such tax or levy.
4. Title/Lien. Title shall pass to Customer upon shipment from King’s facilities.
5. Payment. All balances shall be payable net thirty (30) days of invoice date. All sums past due shall bear interest at the maximum rate permitted by law.
6. Delays. King shall not be liable for, any delay in delivery due to causes beyond our reasonable control and, in the event of such delay the date of delivery shall be extended for a period of time as may be reasonably necessary to compensate for any such delay.
7. Limitation of Liability. OUR TOTAL LIABILITY ON ANY AND ALL CLAIMS, OF ANY NATURE, ARISING FROM, CONNECTED WITH, OR RESULTING FROM PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL NOT EXCEED OUR INVOICE FOR THE ITEM GIVING RISE TO SUCH CLAIM. Any such liability is conditioned on you providing us written notice of the claim within thirty (30) days from date of occurrence.
8. Exchanges and Returns. All sales are final; no return of products shall be allowed unless previously authorized in writing us. All authorized returns maybe subject to a restocking fee.
9. Trademarks. This Agreement does not give either party the right to use the trademarks of the other or grant any rights to any patent owned or licensed by the other party.
10. Dispute Resolution and Governing Law. This Agreement shall be governed by the law of the State of California. We will try to amicably resolve any dispute relating to this Agreement within sixty (60) days. In the event we do not, the dispute will be settled by binding arbitration in Los Angeles, California, USA, by one or more arbitrators. The costs and fees of the arbitration shall be shared by the parties equally. Either of us may take appropriate legal action as may be required for the enforcement of such arbitration award.
11. Waiver. Failure or delay in the exercise of any right or remedy under this Agreement will not waive or impair such right or remedy. No waiver given will require future or further waivers.
12. Severability. Any portion of this Agreement determined to be contrary to any controlling law, rule or regulation shall be revised or deleted and the remaining balance of this Agreement will remain in full force and effect.|
13. Modification. This Agreement may only be modified, supplemented, or amended by a writing duly signed by both parties hereto.
14. Entire Agreement. No prior proposals, statements, negotiations, warranties, course of dealing or usage of trade will be part of this Agreement.