All sales are made subject to the following terms and conditions. The acceptance by KDA Manufacturing, LLC of any order is expressly made conditional on Buyer’s assent to these terms and conditions. The acceptance of any delivery of any or all goods ordered by a purchaser shall constitute assent by the purchaser to these terms of sale. These terms and conditions form an inseparable part of the agreement between the parties.
Prices –If a delivered price has been quoted, any changes at the destination for spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by you, and any increase or decrease in transportation charges shall be added to the quoted price. We reserve the right to correct any obvious errors in specifications or prices.
Taxes – Any taxes which, under any existing or future law, we may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods or services covered shall, if not shown, be added as a separate item to the quoted price, and shall be paid by you to us on demand. The foregoing shall not apply to any taxes, the payment or collection of which by us is excused by reason of delivery to us of valid tax exemption certificates.
Terms of Payment – Unless otherwise expressly provided, payment shall be due 10 days from the date of each invoice, without discount, paid via ACH. Any cash discount, which may be expressly provided for applies only to the sale price of goods at the shipping point, and does not apply to any charges made for taxes, storage, loading or transportation. Customer agrees to notify KDA Manufacturing, LLC in writing, of any error in any invoice within ten (10) days after the date of that invoice. The invoice shall be deemed to be correct and accepted as rendered. If KDA Manufacturing, LLC is not paid on time, in accordance with KDA Manufacturing, LLC’s terms as stated herein, Customer shall pay for all costs and expenses incurred by KDA Manufacturing, LLC in connection with all steps taken to obtain payment, including fees charged by a collection agency or attorney and any other charges, costs and fees, regardless of whether formal proceedings are commenced.
Shipments & Deliveries – Unless otherwise expressly stated, shipment may be by carrier or others means selected by us. To the extent delivery is not specified to Buyer’s location, delivery shall be ex works at KDA Manufacturing, LLC’s dock. Partial deliveries shall be acceptable.
Any delivery schedule indicated is based on our present estimate of the time required to ship after receipt of your order. In the event of any delay in our performance due in whole or in part to any cause beyond our reasonable control, we shall have such additional time for our performance as may be reasonably necessary under the circumstances. We shall not be liable for any claims or damages on account of any delay in delivery of such goods.
Suspension of Performance – If in our judgment, reasonable doubt exists as to your financial responsibility, or if you are past due in payment of any amount owing us, we reserve the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, to stop any material in transit, until we receive payment of all amount owing to us, or adequate assurance of such payment whether or not due.
Limited Warranty – We warrant only that the goods will materially conform to the description as herein state or as specified in the quotation, subject to tolerances and variations described in the following paragraph, for a period of thirty (30) days. All claims for shortages or damage must be reported within twenty-four (24) hours of receipt of the goods.
BUYER’S EXCLUSIVE REMEDY AGAINST KDA MANUFACTURING, LLC, AND KDA MANUFACTURING, LLC’s SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO KDA MANUFACTURING, LLC’s REPAIR OR REPLACEMENT OF THAT PORTION OF THE GOODS THAT DO NOT MATERIALLY CONFORM TO SPECIFICATIONS; AT KDA MANUFACTURING, LLC’s OPTION, IT MAY INSTEAD CHOOSE TO REFUND THE PURCHASE PRICE. KDA MANUFACTURING, LLC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Tolerance and Variation – All goods shall be subject to tolerances and variations consistent with the usual trade practices regarding dimensions, straightness, section, composition and mechanical properties and normal variations in surface and internal conditions and quality and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
Claims Limit of Liability– All claims for shortages or damage must be reported within 24 hours of receipt of goods. No claim for damages for goods that do not conform to specifications will be allowed unless KDA Manufacturing, LLC is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired or discarded unless you receive KDA Manufacturing, LLC’s written consent.
IN NO EVENT SHALL KDA MANUFACTURING LLC HAVE ANY LIABILITY FOR DAMAGES IN THE AGGREGATE, IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS SOLD IN THE APPLICABLE ORDER, NOR SHALL KDA MANUFACTURING, LLC HAVE ANY LIABILITY FOR INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES.
Tools, Dies and Fixtures – Unless otherwise expressly provided, any tools, dies or fixtures which may be developed for use in the production of the goods covered shall be owned by us or any producing mill, as we may elect, even though you are charged in whole or in part for the cost of such tools, dies and fixtures.
Patent Infringement – If any goods are to be furnished to your specifications, you agree to indemnify us and our successors and assigns, against all liabilities and expenses resulting from any claim or infringement of any patent in connection with the production of such goods.
Government Contracts – Where you have indicated that your order is placed under a prime contract with the United States Government or a subcontract thereunder and have designated any one or more of the clauses contained in the Armed Services Procurement Regulations as presently in effect, such clauses so designated are incorporated herein only to the extent they are specified in detail in the mutually approved purchase order documentation.
Applicable Law - Ohio Law, exclusive of its choice of law and conflict of law principles, will govern all transactions to which these Terms and Conditions apply. Exclusive jurisdiction of any dispute regarding the subject matter of any Order or any dispute arising out of, or in connection with these Terms and Conditions, shall rest in the state courts sitting in Summit County, Ohio, or US District Court Akron, and each party hereto hereby consents to the personal jurisdiction of such courts and waives any objection based on venue therein.
Cancellation – A Contract may be cancelled or modified only by written agreement between us, except as otherwise provided in “Government Contracts” section hereof. Your insistence upon canceling or suspending fabrication or shipment, or your failure to furnish specifications when required, may be treated by us as a breach of contract by you, and we may cancel any unshipped balance without prejudice to any other remedies we may have.
Set-Off – You authorize us to apply toward payment of any monies that become due us hereunder any sums which may now or hereafter be owed to you by us.
Entire Agreement – The terms set forth herein constitute the sole terms and conditions upon which we offer goods for sale. No other terms, conditions, or understanding, whether oral or written shall be binding upon us, unless hereafter made in writing and signed by our authorized representative. Any purchase order you issue to us shall constitute your unconditional agreement to be bound exclusively by these Conditions and Terms of Sale.
KDA Manufacturing LLC Terms and Conditions 2018