Terms and Conditions. The following terms and conditions are the sole terms and conditions governing the transaction that is the subject of the accompanying quotation. Any acceptance by Purchaser is expressly limited to the terms and conditions of Kami Tech’s offer, as described herein. Any additional or different terms in any of Purchaser’s forms or documents shall be deemed a material alteration and notice of objection to and rejection of such is hereby given. No modification of these terms will be binding on Kami Tech unless expressly agreed to in writing by Kami Tech.
Payment. Purchaser agrees to make payments as specified on the quotation accompanying these terms. If not otherwise specified, all payments are due immediately upon receipt of invoice. A service charge of 1 ½% per month will be assessed on all past due amounts. Prices quoted are exclusive of any sales, use, excise, or other applicable taxes, which shall be added to the purchase price and be the sole responsibility of Purchaser (unless Purchaser demonstrates exemption there from to the satisfaction of Kami Tech). Time is of the essence with respect to payment. In the event of late payment, Kami Tech may, after notifying Purchaser, suspend performance until payment is received.
Shipping; Delivery. Shipping terms are as specified on the accompanying quotation. If not specified, shipping terms are F.O.B. shipping point. Unless a shipping date is expressly guaranteed in writing by Kami Tech, information as to the date of shipment is an approximation only.
Title; Risk of Loss. Title and risk of loss shall pass when equipment is loaded F.O.B. at the shipping point.
Inspection; Final Acceptance. Purchaser shall have the opportunity to inspect equipment and parts, and the installation thereof, for 10 days after receipt of delivery by Purchaser. Purchaser will be deemed to have finally and irrevocably accepted any equipment that it does not reject in writing to Kami Tech within the 10 day inspection period. Purchaser agrees that 10 days is a reasonable amount of time for Purchaser to perform its inspection.
Installation. Unless otherwise specified in this quotation, installation is the responsibility of Purchaser. In addition, Purchaser shall be responsible for connecting equipment to an appropriate power source, whether electrical, water, hydraulic, air, or otherwise.
Limited Warranty. Kami Tech warrants that equipment manufactured by it shall be free from defects in material and workmanship for a period of 180 days from delivery. Kami Tech’s obligation under this warranty is limited to repair or replacement of defective parts, as described in Section 8 below. This warranty does not cover normal wear and tear, and does not apply to items not manufactured by Kami Tech except with respect to any installation performed by Kami Tech. The warranties contained herein will become null and void if the equipment or parts are used improperly, if maintenance, installation or operating instructions are disregarded, or if repairs or alterations are made by anyone other than Kami Tech. This warranty shall apply only within the boundaries of the USA and Canada, shall not attach until items have been paid for in full, and shall terminate at the end of the warranty period provided herein.Written notice of any claim under these warranties must be given to Kami Tech within 10 days of delivery, or, if later, within 10 days of discovery of the defect. Claims that do not follow these procedures are deemed waived by Purchaser. Under no circumstances may notice be given by Purchaser more than 10 days after the expiration of the relevant warranty period. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE EXCLUSIVE, AND KAMI TECH PROVIDES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, KAMI TECH SPECIFICALLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. EXCEPT AS EXPRESSLY DESCRIBED HEREIN, THE PRODUCT IS DELIVERED AS IS, WHERE IS.
Purchaser’s Exclusive Remedy; Limitation of Kami Tech’s Liability. PURCHASER’S EXCLUSIVE REMEDY FOR ANY DEFECTS AND FOR ANY AND ALL LOSSES ARISING FROM THIS TRANSACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, OR OTHERWISE, IS REPAIR OR REPLACEMENT OF DEFECTIVE PARTS AT KAM-TECH’S FACILITY IN SEATTLE, WASHINGTON. Purchaser shall return any defective parts, freight pre-paid, to Kami Tech. Notification of the return of any parts must be given by Purchaser and acknowledged by Kami Tech prior to shipment. Purchaser shall pay all necessary freight, packing, and delivery charges and all removal and installation expenses. PURCHASER SHALL HAVE NO OTHER REMEDY WHATSOEVER FOR BREACH bY KAMI TECH OF ANY WARRANTIES OR OBLIGATIONS HEREUNDER. UNDER NO CIRCUMSTANCES SHALL KAMI TECH BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Notwithstanding anything to the contrary herein, Kami Tech may, in its sole and exclusive discretion, elect to refund the purchase price for the equipment in question. Purchaser will indemnify and defend Kami Tech against any claims and liabilities arising out of any activities of Purchaser with respect to the product, including but not limited to, its use.
Force Majeure. Kami Tech shall not be liable for any damages or losses suffered by Purchaser resulting from the failure of Kami Tech to perform hereunder due to any cause beyond its reasonable control, including, without limitation, acts of God, fires, floods, wars, labor disputes or shortages, governmental laws, ordinances, rules or regulations, or inability to obtain materials or transportation.
Governing Law; Jurisdiction; Statute of Limitations. This transaction is governed by the Washington Uniform Commercial Code and other non-conflicting local laws of the State of Washington applicable to contracts made and to be performed in Washington. Any proceeding relating to this transaction shall be brought in the state or federal courts located in Seattle, Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection it may have to venue. Any legal action relating to this transaction must be instituted within one year after delivery of the product.
Entire Agreement; Amendment. This agreement constitutes the complete, final, and integrated agreement of the parties and supersedes all prior agreements, written or oral, respecting the subject matter hereof. No amendments, modifications, or changes herein shall be binding upon any party hereto unless set forth in a document duly executed by or on behalf of all parties hereto.
Severability. The unenforceability of any provision hereof shall not affect the enforceability of any other provision. Any provision found unenforceable in part will remain in effect to the extent not held unenforceable. To the extent permitted by law, the parties waive any law which renders any provision hereof unenforceable in any respect.
Purchaser’s Acknowledgement. Purchaser acknowledges that it had an opportunity to read and understand all of these terms and conditions and the accompanying quotation, and to negotiate the same, including without limitation the disclaimers of warranty and limitations of liability and remedies. Purchaser acknowledges that the purchase price was determined by the parties on the basis of all of the terms and conditions contained herein, including, but not limited to, the disclaimers of warranty and limitations of liability and remedies.
