Terms & Conditions :: Kason Industries

KASON INDUSTRIES, INC. TERMS AND CONDITIONS

SALES TERMS AND CONDITIONS

Orders
Orders are accepted with the understanding that they will be billed at prices in effect at time of shipment.
Special Products
Kason reserves the right to ship the Buyer any quantity of specially manufactured products up to 10% more, or less than the exact quantity denoted on Buyer’s order. Such minimal discrepancies will be considered as completed performance of the order.
Delivery
While it is Kason’s goal to meet all customer orders, delivery dates are based on normal expectancy, are approximate, and are subject to any applicable Governmental regulations any may be subject to Force Major events, fire, strikes, accidents to machinery, procurement of materials and other causes which are unavoidable or beyond our control to which the occurrence of shall excuse any delay in delivery or any failure to fill any order.

Shipping
If specific shipping Instructions are not shown on Purchase Orders or expressly given to Kason in writing, routing will be at the discretion of the Kason Shipping Department. Kason’s responsibility for delivery ceases when shipment is delivered in good order to carrier.

Goods Lost or Damaged in Transit
All shipments are made F.O.B. Seller’s plant. Kason’s responsibility ceases when a clean Bill of Lading is furnished indicating that a Carrier has received the shipment consigned in good order. Kason is willing to assist in every possible manner in collecting claims for loss or damage; however we are not responsible for collection or replacement of the lost or damaged material. Kason IS NOT RESPONSIBLE FOR RETURNED ITEMS LOST DURING SHIPPING. Buyer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Buyer should insure return shipment against risk of loss or damage.

Cancellations
Orders are accepted with the understanding that in the event Buyer finds it necessary to cancel in whole or in part, due to causes beyond its control, Buyer shall give written notice of cancellation to Kason. Following the receipt of notice Kason: (1) shall as soon as practicable cease work and the placing of all orders for materials in connection with the Buyer’s order; (2) shall as possible and as soon as practicable cancel all then-existing unfilled orders for materials to be used in connection with Buyer’s order; (3) shall transfer to Buyer title to all completed and partially completed material called for under Buyers order and not previously delivered.

Cancellation of Special Parts
For customer specific, made to order products that Kason stocks for buyer, the buyer is responsible for up to three months of reasonably anticipated inventory after notice of cancellation, quantity not to exceed the outstanding balance of the quoted quantity for which the original order was based upon.

In Consideration of Kason Accepting Cancellation of Buyer's Order, Buyer Will Pay to Kason the Following
(a) The purchase price for all merchandise completed when Kason ceased work on Buyer’s order; (b) All-costs, expenditures and commitments made or incurred by Kason in connection with the uncompleted portion of Buyer’s order, including transactional expenses incurred when setting or discharging that portion of its outstanding obligations or commitments which it had made with respect to the uncompleted portion of Buyers order.

Payment Terms
Terms of payment are net 30 days in U.S. funds unless agreed upon in writing prior to shipment.

Returns
A RETURNED GOODS AUTHORIZATION NUMBER (RGA), IS REQUIRED PRIOR TO RETURNING ANY GOODS. NO RETURNED GOODS WILL BE ACCEPTED WITHOUT PERMISSION FROM KASON. (a) An RGA number can be obtained from the Kason Customer Service Department. (b) All returns must have the RGA number posted on the exterior of the carton. (c)The RGA expires 30 days from the date of issue. (d) No item will be accepted for return more than 90 days after invoice date. (e) Freight charges for returned goods must be prepaid. If upon examination, Kason agrees that it is at fault the shipping charges will be credited. (f) Merchandise initially returned as defective, whose defect cannot be verified, will be returned with a freight charge to the buyer.

Returns Due to Customer Error
All returned goods due to customer error are subject to a 20% restocking charge and must be new and in original packaging, otherwise a credit will not be issued and the product returned to them at their expense.

Claims
ALL CLAIMS MUST BE MADE WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF MERCHANDISE. KASON WILL NOT ACCEPT CLAIMS MADE BEYOND THE 10 DAY PERIOD. (a) Buyer should thoroughly inspect the shipment as soon as it is received and claims for shortage and/or damaged shipments should be made immediately and directly to the Carrier. (b) If customer receives damaged product, they should refuse the products upon original delivery attempt. (c) If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. (d) Possession of a shipment after 30 days constitutes acceptance.

Liability
For any merchandise, whether defective, not to standards or specifications, or Buyer’s order, is limited to the replacement of such merchandise or the issuance of credit, following the subsequent return. In accepting orders Kason does not assume any legal obligations or liability for injury, loss, subsequential or consequential damages resulting from the use, misuse or improper application of its products. Kason will make all reasonable efforts to provide products to the purchaser that are in compliance with known industry standards. Because Kason products are generally used as component parts in a finished assembly built by others the buyer assumes all responsibility to determining the suitability for application of the products of which it is purchasing.

Warranty
Unless otherwise noted, Kason products are warranted against defects in materials and workmanship for one year from the original date of purchase. Replacement or issuance of credit are the sole remedies for all warranty claims.

Click to download the Certificate of Warranty

PURCHASE ORDER TERMS AND CONDITIONS

Purchase Orders
All purchase orders (“PO”) issued by Kason shall be governed by these Terms and Conditions. Acceptance / acknowledgement of order, the Seller accepts these conditions expressively.
No Alteration
These Terms and Conditions may not be altered, directly or indirectly, by the seller or ultimate provider (the “Seller”) or by conduct of Kason or Seller unless agreed upon by both parties.
Modifications, Rescissions, or Waivers
All modifications, rescissions, or waivers of any Kason PO or these Terms and Conditions shall be stated explicitly prior to order acceptance in writing signed by Kason and Seller.

Seller as Independent Contractor
Seller is an independent contractor in all its activities under any PO. Seller is responsible for all social security, unemployment insurance, worker’s compensation, income tax, and any other payments or deductions required by local, state or federal law or regulation. Seller has no authority to create any obligation or liability for or in the name of Kason.

Good Title
Seller shall convey all Products and constituent parts with good title, by rightful transfer, free from any security interest or other lien or encumbrance, and free of rightful claim of any third person by way of infringement or the like.

Delivery
All deliveries of Products shall be completed free on board to the destination(s) selected by Kason, at the delivery times specified in the PO or other written notice to Seller, and at the Seller’s full cost and risk of loss.

Proof of Delivery
Proof of all completed deliveries shall be signed clean Bill of Lading or signed copy of the packing slip by Kason’s authorized representative.

Packaging
Seller shall package all shipped Products, per furnished specifications, to prevent damage with prominent labeling of all packaging at Seller’s cost.

Late Delivery Penalty
Seller shall pay Kason late delivery penalties of 1.5% of unit price per calendar day of late delivery to an aggregate maximum of 30% of unit price for each day of late delivery for all Products not delivered by the delivery times specified in the PO or other written notice to Seller.

Payment
Kason shall pay for delivered Products within sixty (60) business days of receipt of delivered Products and Seller’s written invoice (or paid according to the agreed upon terms between both parties), unless Kason provides Seller a written notice of rejections within thirty (30) business days of receipt of delivered Products and Seller’s written invoice.

Risk of Loss
Risk of loss for all Products purchased by Kason shall pass to Kason upon actual delivery to the location(s) selected by Kason.

Damaged or Destroyed Products
Kason shall have the right to reject receipt of Products that are defective, damaged, or destroyed by giving written notice of rejection to seller within thirty (30) business days immediately following complete delivery to the location(s) selected by Kason.

Defective Products
Kason shall have the right to reject, with full refund of purchase price to Kason, or repair, at Seller’s expense, any defect in Products received by giving written notice to Seller within ninety (90) business days of discovery of any defect. Defects not subject to reasonable discovery after delivery shall be subject to Kason’s right to reject, with full refund of purchase price to Kason, or repair, at Seller’s expense, by Kason written notice of defect to Seller for a period of no more than ten (10) years immediately following complete delivery of the Products subject to defect(s).

Intellectual Property Rights
Any copyright, trademark, trade secret, software, data, idea, concept, process, formula, invention, system, report or other intellectual property resulting from any Seller work performed for the PO, derived from or based on information supplied by Kason, or conceived or reduced to practice by Seller using Kason’s funds, will be the sole property of Kason. Seller agrees to assign and herby assigns to Kason any interest Seller may have in such intellectual property right or invention conceived by Seller or reduced to practice by Seller.

Intellectual Property Indemnity
Seller shall save Kason, its agents, customers, and users of the Products harmless from all loss, damage, and liability incurred on account of any infringement or alleged infringement of a Patent, copyright, or trademark or misappropriation of a trade secret or other violation of an intellectual property right of a third party, arising out of the manufacture, sale, or use of such Products by Seller, Kason, Kason’s agents, customers, or users of the Products.

Hazardous Products or Materials
Seller shall provide prior written notice to Kason of all hazardous Products or materials contained in Products including warning labels and material safety data sheets in compliance with 29 C.F.R. §1910.1200.

Warranties
Seller warrants that all Products delivered under the PO will be free from defects in design; material and workmanship will confirm to applicable descriptions, specifications, and drawings and suitable for the purpose intended. THIS WARRANTY SHALL BE IN ADDITION TO ALL WARRANTIES ARISING AS A MATTER OF LAW AND SHALL SURVIVE ACCEPTANCE AND PAYMENT.

Time of Essence
Time is of the essence for all scheduled times and deadlines.

Force Majeure
The performance of any obligations by any party subject to these Terms and Conditions shall be excused from performance for the period of the interruption or delay caused by an act of God, act of the State, acts of war, riot, strikes, fire, flood, or the occurrence of any other event beyond the control of the performing party.

Governing Law
All Kason POs and these Terms and Conditions, including any ancillary documents thereto and hereto, shall be governed by the laws of the State of Georgia and applicable federal law of the United States of America, except for any conflicts of law principles.

Code of Business Conduct
Seller must adhere to Kason Supplier Code of Business Conduct when performing services for, or related to, Kason. Code of Business Conduct available upon request.

Limitation of Damages
Kason shall not be liable to Seller, under any circumstances, for consequential damages, indirect damages, lost profits (direct and indirect), or exemplary or punitive damages.

Exclusive Venue
Exclusive, mandatory venue for all disputes, subject to the alternative dispute resolution provisions herein, shall be the state and federal district courts sitting in Coweta County, Georgia.

Alternative Dispute Resolution
Any controversy or claim arising out of or relating to these Terms and Conditions, PO, and document to which these Terms and Conditions, or PO apply, or the breach thereof, including the validity, scope and enforceability of this arbitration agreement, shall be settled by arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any provisional remedy which would be available from a court of law shall be available from the arbitrator pending arbitration. The Federal Arbitration Act shall govern all arbitration proceedings. The arbitration shall be conducted in Newnan, Georgia, by one neutral arbitrator. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. All fees and expenses of the arbitration shall be borne by the parties equally. Informing the arbitrator of a party’s failure to pay its share of the requested deposits for the purpose of implementing this waiver provision shall not be deemed to affect the arbitrator’s impartiality, neutrality, independence, or ability to proceed with the arbitration. This agreement to arbitrate shall survive the termination or repudiation of any agreement or contract to which these Terms and Conditions apply.