The Kolbe® Windows & Doors website (http://www.kolbewindows.com) provides product and promotional information about Kolbe & Kolbe Millwork Co., Inc., ("Kolbe") its products, services and locations. The images and material are copyrighted and may not be distributed, modified, or otherwise used outside the scope of normal web browsing without the express written permission of Kolbe. Unless otherwise noted, all trademarks and logos are the property of Kolbe and may not be used without our express written permission.
Kolbe reserves the right to make product changes without notice and, although we try to update this site to reflect product changes, it is the responsibility of the customer to review all product specifications before ordering. Kolbe does not warrant the accuracy of information on this website. Kolbe does not accept responsibility for any loss, whether consequential or otherwise, from errors or omissions, and reserves the right to change the contents of this website without prior notification. Check with your local Kolbe distributor or Kolbe Gallery about current product features, options and availability. Some items shown or described are options available at extra cost.
By featuring certain properties in this website which utilize Kolbe products, Kolbe does not necessarily intend to imply an endorsement of the Kolbe products by the property owners. Learn more about Kolbe & Kolbe Millwork Co., Inc.
California Transparency in Supply Chains Act of 2010
Kolbe supports the intent and goals of the California Transparency in Supply Chains Act (the "Act") which aims to deter slavery and human trafficking from consumer product supply chains. Kolbe remains committed to utilizing suppliers which conduct business in an ethical manner and abide by all applicable state and federal laws.
Kolbe utilizes suppliers which are predominantly located in the United States, thereby significantly decreasing the risk of human trafficking or slavery in its supply chains. While Kolbe does not audit or require certification from its suppliers, specifically as it relates to human trafficking or forced labor, it does require its top suppliers to verify the extent to which they evaluate their own supply chains consistent with the goals of the Act. This verification process is administered by Kolbe and not by a third party. Further, and as stated in its Terms & Conditions of Purchase, Kolbe reserves the right to terminate any supplier relationship where the supplier does not conform to Kolbe’s business and moral standards or comply with applicable laws, including those related to the Act. Kolbe’s purchasing team is offered training opportunities with respect to the proper management of supply chains.
Kolbe & Kolbe Millwork Co., Inc. values your privacy. We will not sell, lease or provide your information for any purpose including third-party mailing lists or for telemarketing. We will request your permission to use your contact information for our own purposes, including internal mailing lists.
Please note that email addresses provided on this website are for the convenience of our website visitors. Please DO NOT send unsolicited email or email newsletters to these addresses.
KOLBE & KOLBE MILLWORK CO., INC. TERMS AND CONDITIONS OF SALE
1. OFFER; ACCEPTANCE:
The terms and conditions of product sales are limited to those contained herein. Any additional or different terms in any forms delivered by you ("Customer") are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products described in Kolbe & Kolbe Millwork Co., Inc.'s invoice or other Kolbe & Kolbe Millwork Co., Inc. ("Kolbe") documentation, Customer agrees to be bound by and accepts these Terms & Conditions of Sale unless Customer and Kolbe have signed a separate agreement, in which case the separate agreement will govern.
These Terms & Conditions of Sale constitute a binding contract between Customer and Kolbe and are referred to herein as either "Terms & Conditions of Sale" or this "Agreement." Customer accepts these Terms & Conditions of Sale by making a purchase, placing an order, or otherwise shopping on Kolbe's website (the "Site"). These Terms & Conditions of Sale are subject to change without prior notice, except that the Terms & Conditions of Sale posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Kolbe and Customer. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms & Conditions of Sale contained herein and in Kolbe's invoice or other Kolbe documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms & Conditions of Sale or any purchase order or invoice related thereto.
2. PRICE & PAYMENT:
All prices, discounts and transportation charges are in U.S. Dollars and are subject to change without notice. If no price is stated on Kolbe's invoice, prices shall be Kolbe's current prices in effect on the date of acceptance of orders by Kolbe (or, in Kolbe's sole discretion, on the date of shipment) as set forth on price lists issued or modified by Kolbe from time to time. All general or special taxes, duties, fees, freight and insurance costs and any other charges of any nature whatsoever, imposed on, in connection with or measured by any transaction between Kolbe and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced.
Unless otherwise stated in the quotation or invoice, payment terms are 2% 10 days, net 11 days from Kolbe's delivery of the products to an agreed-upon delivery location (the "Delivery Point"). Terms of payment on all orders are subject to the approval of Kolbe's Credit Department. Invoices are generated at the time of shipment, and are electronically sent to the Customer. To compensate for the transit time of the products to the delivery point, the invoice due date will be postdated to reflect the typical transit time. Thus, although an invoice will be sent upon shipment, the due date reflects the terms of 2% 10 days, net 11 days from delivery.
If Customer does not pay Kolbe any amount when such amount is due, or if Customer defaults in the performance of these Terms & Conditions of Sale, Kolbe may, without incurring liability and without prejudice to Kolbe's other lawful remedies and at its sole option: (i) terminate Kolbe's obligations under these Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer, (ii) declare immediately due and payable all of Customer's obligations to Kolbe, (iii) change credit terms with respect to any further work, (iv) suspend or discontinue any further work until Customer pays all overdue amounts and/or (v) repossess the products. Customer agrees to reimburse Kolbe for all costs incurred by Kolbe in collecting any sums owed by Customer to Kolbe, including without limitation, attorneys' fees and costs of proceedings. Customer agrees to pay, at Kolbe's discretion, a late payment fee of up to 1.5% per month on all amounts not paid in full when due. Kolbe reserves the right to require payment in advance or other secured form of payment from time to time.
3. CANCELLATION OR MODIFICATION:
Customer may not cancel or modify its order except upon terms accepted in writing by Kolbe. In the event of such cancellation or modification, Customer shall compensate Kolbe for all resultant costs and damages. All undelivered products may be cancelled by Kolbe, without incurring any liability to Customer, if production becomes impracticable.
4. QUOTATIONS AND ORDERS:
Orders are not binding upon Kolbe until accepted by Kolbe. All orders are subject to Kolbe management approval. Written or electronic quotations are void unless accepted within thirty (30) days from date of issue. Kolbe reserves the right to accept or reject Customer's purchase orders in its sole discretion. Any accepted purchase orders shall be governed by these Terms & Conditions of Sale and no additional or different terms in any such purchase order shall be part of the parties' agreement unless otherwise agreed in writing.
Customer may select the mode of transportation, routing and carrier for delivered orders. If Customer does not provide Kolbe with shipping instructions, then Kolbe shall select the mode of transportation for delivered orders. Kolbe will use its reasonable business efforts to meet any scheduled dates, but does not guarantee to meet such dates. Time for delivery shall not be of the essence. Failure by Kolbe to make any shipments by scheduled dates does not constitute a cause for cancellation and/or for damages of any character. In the event of delay in delivery requested by Customer or caused by Customer, Kolbe will store all products at Customer's risk and expense.
6. TITLE; RISK OF LOSS; INSPECTION:
Kolbe shall deliver the products to the Delivery Point. Unless otherwise stated in Kolbe's quotation or invoice, for sales to Customers in the United States, the Delivery Point shall be F.C.A. named place, and for sales to Customers outside the United States, the Delivery Point shall be EX WORKS Kolbe’s manufacturing facility pursuant to INCOTERMS 2010, as may be amended from time to time. Partial shipments shall be permitted. Kolbe is not responsible for any loss, damage, or delay which may occur after Kolbe delivers product to the Delivery Point. Title to the product shall vest in Customer upon Kolbe's delivery of the product to the Delivery Point. Customer shall inspect the products upon receipt and any claims for shortages or other errors must be noted at the time of delivery on all Kolbe documents and supported by signed documentation. Claims for shortages or other errors must be made in writing to Kolbe within thirty (30) days after Kolbe's delivery of the products to the Delivery Point. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer. No products may be returned to Kolbe for any reason without Kolbe's prior written authorization.
7. LIMITED WARRANTY:
SEE KOLBE'S EXPRESS LIMITED WARRANTIES FOR PRODUCT WARRANTY INFORMATION.
8. LIMITED LIABILITY:
PRIOR TO USING PRODUCTS, CUSTOMER SHALL DETERMINE THE SUITABILITY OF THE PRODUCT FOR THE INTENDED USE AND CUSTOMER SHALL ASSUME ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. IN NO EVENT SHALL KOLBE BE LIABLE FOR INCIDENTAL, INDIRECT, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS. KOLBE'S AGGREGATE LIABILITY WITH RESPECT TO A CLAIM OF DEFECTIVE PRODUCT AND THESE TERMS & CONDITIONS OF SALE AND/OR ANY QUOTATION OR INVOICE ISSUED FROM KOLBE TO CUSTOMER SHALL BE LIMITED TO THE REMEDIES AS SET FORTH IN KOLBE'S EXPRESS LIMITED WARRANTIES.
9. KOLBE PRODUCT WARRANTY & OTHER MANUFACTURER'S WARRANTIES:
Products produced and manufactured by Kolbe have a separately stated Kolbe product warranty with terms and conditions that may apply. On products furnished by Kolbe, but produced or manufactured by others, the written warranty of the manufacturer, if any, will be assigned to Customer if assignment is reasonably practicable. However, Kolbe does not adopt or guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer.
10. CONFLICTS BETWEEN KOLBE POLICIES:
In the event of a conflict, Kolbe's Basic Policy Guidelines govern and supersede these Terms & Conditions of Sale, to the extent of such conflict.
11. FORCE MAJEURE:
Kolbe will endeavor to fill all accepted orders as soon as it is practical and consistent with production schedules. Kolbe shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Kolbe's available supply, or any other cause beyond Kolbe's control affecting production or delivery. In the event of any delay in shipment or nonperformance caused by any of the foregoing, Kolbe may, at its option and without liability, cancel all or any portion of its obligations to Customer and/or extend any date upon which performance is due.
No modification of these Terms & Conditions of Sale shall be of any force or effect unless in writing and signed by Kolbe's authorized officer or employee, and no modification shall be affected by the acknowledgement or acceptance of purchase order forms stipulating different conditions.
13. GOVERNING LAW:
THESE TERMS & CONDITIONS OF SALE AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN MARATHON COUNTY, WISCONSIN AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF, AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. EXCEPT IN THE CASE OF NONPAYMENT, NEITHER PARTY MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THESE TERMS & CONDITIONS OF SALE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.
14. SEVERABILITY; CLERICAL ERRORS; WAIVER; AUTHORIZED AGENTS:
The invalidity or unenforceability of any provision or clause of the Terms & Conditions of Sale shall not affect the validity or enforceability of any other provision or clause. Kolbe reserves the right to correct clerical or similar errors relating to price or any other term shown in these Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer. Failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of these Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of such term, covenant or condition. Kolbe reserves the right to amend these Terms & Conditions of Sale from time to time. The provisions of sections 2, 8, 12, 13 and 14 shall survive termination of these Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer.
To the extent applicable, the products and all shipments are subject to compliance with the U.S. Export Administration Act, as amended, the regulations thereunder, and all other U.S. laws and regulations concerning exports and re-exports. Customer agrees to comply with all such laws and regulations.
These Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer is binding upon and inures to the benefit of Customer and Kolbe and their respective successors and assigns. Customer may not assign these Terms & Conditions of Sale and/or any quotation or invoice issued from Kolbe to Customer, or any part thereof, without Kolbe's prior written consent.
Kolbe and Customer anticipate that it may become necessary to provide the other, including their respective affiliates, with access to information of a confidential or proprietary nature, (hereinafter referred to as "Confidential Information") in the performance of this Agreement. "Confidential Information" means any information or data in oral, paper, or electronic form which the receiving party knows or has reason to know is proprietary and/or confidential in nature and which is disclosed in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Confidential Information will not include information which: (a) becomes known to the public from a source other than the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by personnel of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Kolbe and Customer agree to hold such information confidential in the same manner as they hold their own confidential information. Disclosures of Confidential Information will be restricted to those individuals who are participating in the performance of this Agreement and need to know such Confidential Information for purposes of this Agreement. Upon the request of Kolbe or Customer, the other party will either return or certify the destruction of the Confidential Information of the other. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such request so that disclosing party may seek an appropriate protective order or similar protective measure.
18. SECURITY INTEREST:
As partial consideration for Kolbe's sale of products to Customer, Customer hereby grants to Kolbe a security interest in all products sold to Customer now or hereafter in the possession of or under the control of Customer, title to which might at any time be determined to have passed to Customer, including, without limitation, all products and materials thereof or any other products bearing any trademark of Kolbe, returns or repossessions and the proceeds of all of the foregoing, to secure all of Customer's obligations to Kolbe under these Terms & Conditions of Sale and all other obligations of Customer to Kolbe. Customer agrees to execute such financing statements, continuation statements and other documents and to take such actions as may be required by Kolbe to evidence or perfect the security interest granted herein and the interest of Kolbe as the owner of the products.
19. ARBITRATION & MEDIATION:
In the event of any disagreement or dispute between Kolbe and Customer relating to these Terms & Conditions of Sale, the parties shall submit such disagreement or dispute initially to mediation. If they are unable to resolve the disagreement or dispute by mediation, the matter will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association or, if the parties agree, another or similar association or service mutually agreeable to the parties. The mediation and arbitration shall be carried out in Wausau, Wisconsin and any judgment upon the award rendered pursuant to such proceeding may be entered in any court having jurisdiction thereof.
For questions or comments regarding these terms, please submit them in writing.
KOLBE & KOLBE MILLWORK CO., INC. TERMS AND CONDITIONS OF PURCHASE
These Terms and Conditions of Purchase constitute a material part of the agreement between Seller and Buyer. Kolbe & Kolbe Millwork Co., Inc. is at all times referred to herein, as the "Buyer." Buyer objects to and does not agree to be bound by any changes to these Terms and Conditions. These Terms and Conditions supersede any inconsistent terms and conditions in any documentation submitted by Seller to Buyer. No waiver, modification or additions to these Terms and Conditions shall be valid unless agreed to by Seller in writing. The purchase order must be accepted in writing by Seller. If Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Seller of the purchase order and all of these Terms and Conditions.
2. TERMINATION FOR CONVENIENCE; FOR CAUSE:
Buyer reserves the right to terminate the purchase order or any part thereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work thereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor any costs incurred by Seller's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall the Seller be entitled to recover incidental or consequential damages. Buyer may also terminate the order or any part thereof for cause in the event of any default by Seller, or if Seller fails to comply with these Terms and Conditions. Late deliveries, deliveries of products which are defective or which do not conform to the purchase order, and failure to provide Buyer, upon request, of reasonable assurance of future performance, shall all be causes allowing Buyer to terminate the purchase order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.
Buyer requires Seller to conduct its business in an ethical manner and to abide by all applicable laws, including, but not limited to, laws relating to environmental matters, employment and safety conditions, and with respect to the deterrence of forced labor and human trafficking. Buyer reserves the right to terminate any relationship with a Seller that does not comply with applicable laws or conform to Buyer's business and ethical standards.
3. PROPRIETARY INFORMATION; CONFIDENTIALITY:
All specifications, documents, and drawings delivered by Buyer to Seller are the property of Buyer. They are delivered solely for the purpose of Seller's performance of the purchase order and on the express condition that neither they nor the information contained therein shall be disclosed to others nor used for any purpose other than in connection with the purchase order without the prior express written consent of Buyer. Such specifications, documents, and drawings are to be returned to Buyer promptly upon its written request. Such request may be made at any time during or after completion of Seller's performance. The obligation under this clause will survive the cancellation, termination, or completion of the purchase order. Any signed confidentiality agreement between Buyer and Seller shall control as it relates to the handling of Buyer's confidential information.
Whether or not Seller is a merchant of goods and/or services provided by it, Seller warrants that all goods and/or services provided by it: (a) shall be of good quality and workmanship and free from defects, latent and patent; (b) shall conform to all specification drawings, descriptions, furnished, specified or adopted by Buyer; (c) shall be merchantable and suitable and sufficient for their intended purpose; and (d) shall be free of any claim of a third party. None of the remedies available to the Buyer for the breach of any of the foregoing warranties may be limited except to the extent and in the manner agreed upon by Buyer in a separate agreement specifically designating such limitation and signed by an authorized representative of Buyer. Buyer's inspection and/or acceptance of and/or payment for goods and/or services shall not constitute a waiver by it of any warranties. Buyer's approval of any sample or acceptance of any goods shall not relieve Seller from responsibility to deliver goods and to perform services conforming to specifications, drawings, and descriptions.
5. FORCE MAJEURE:
Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.
Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Buyer or its subsidiaries, affiliated entities, directors, officers, agents, employees, customers or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Seller further agrees to indemnify Buyer or its subsidiaries, affiliated entities, directors, officers, agents, employees, customers or other vendors against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees resulting from any such suit or proceeding, including any settlement. Buyer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires and the costs of such representation shall be paid by Seller.
Seller agrees, warrants and represents to Buyer that Seller will maintain adequate general liability insurance to cover any liabilities attributable to the product sold to Buyer, or for any other liability described in the purchase order. Seller further warrants and represents to Buyer that Seller will maintain adequate insurance to cover any public liability, property damage and/or automobile liability for any damage incurred with Seller's performance of any work on or about the Buyer's premises. Seller shall maintain proper Worker's Compensation Insurance covering all employees performing all work associated with the purchase order.
Seller shall defend, hold harmless, and indemnify Buyer from and against any liability and expenses, including, but not limited to, attorneys' fees and court costs, arising from or related to any claims, damages, and liabilities caused by, related to, or arising out of any of the goods or services supplied by Seller, except to the extent that such damage or loss results from Buyer's negligent actions or misuse of the goods provided by Seller.
9. INSPECTION; TESTING:
Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all of said goods which are in Buyer's judgment defective or nonconforming. Products rejected or supplied in excess of quantities called for in the order may be returned to Seller at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Buyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in the purchase order shall relieve, in any way, the Seller from the obligations of testing, inspection and quality control.
10. MATERIAL SAFETY DATA SHEETS:
If any of the product being provided by Seller to Buyer are on OHSA's "Hazardous Substance List," Seller must provide a Material Safety Data Sheet (MSDS) to Buyer.
11. INDEPENDENT CONTRACTOR:
The parties to the purchase orders are independent contractors and neither the purchase order, nor these Terms and Conditions, shall be construed as creating a joint venture, partnership, agency or franchise relationship.
12. GOVERNING LAW:
THESE TERMS AND CONDITIONS OF PURCHASE AND ANY PURCHASE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN MARATHON COUNTY, WISCONSIN AND SELLER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF, AND WAIVES THE RIGHT TO CHANGE VENUE. SELLER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.
13. INVOICE, PAYMENT, AND SETOFF:
Buyer shall have no obligation to pay for any items until a correct invoice for the product is received at the address shown on the face of the purchase order. Payment is due thirty (30) days from receipt of a correct invoice. Each invoice shall be printed on Seller's standard printed bill form, and shall include at a minimum: (a) the purchase order number; (b) Seller's name and address; (c) the nature of the invoice charged; (d) the total invoiced amount; and (e) such detail as is reasonably necessary to permit Buyer to evaluate the goods supplied and/or the services performed. Amounts owed to Buyer due to rejections of goods or services or discrepancies in said invoices will be, at the Buyer's option, fully credited against future invoices payable by the Buyer, or paid by Seller within thirty (30) days from Seller's receipt of a debit memo or other written request for payment by Buyer. Buyer shall have the right, at any time, to set off any amount owing from Seller to Buyer against any amount payable by Buyer pursuant to the purchase order or any other transaction or occurrence.
14. ENTIRE AGREEMENT; ASSIGNABILITY; WAIVER:
These Terms and Conditions, and any documents referred to on the face of the purchase order shall constitute the entire agreement between the parties. Neither the purchase order nor any interest therein shall be assigned by Seller except upon the prior written consent of Buyer. Buyer's failure to insist on performance of any of the terms and conditions herein or to exercise any right or privilege or Buyer's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
15. SHIPMENT; DELIVERY:
Unless otherwise stipulated on the face of the purchase order or as modified by a routing letter from Buyer's Purchasing Department, goods covered by the purchase order shall be shipped "FOB destination." Risk of loss and title to said goods shall pass to Buyer only upon delivery to Buyer's specified end destination. Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point. Transportation charges on goods delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment which will result in excess transportation charges must be fully prepaid by Seller. Unauthorized transportation charges not prepaid will be offset by Buyer. Time is of the essence in the fulfillment of the purchase order. The purchase order is subject to cancellation if not shipped at the specified time. Buyer reserves the right to refuse deliveries made in advance of the delivery schedule. Product shipped after the time specified may be returned at Seller's expense for full credit. Retention of all or any part of such product shall not be considered acceptance of same. Acceptance of such product shall not be deemed a waiver of Buyer's right to hold Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of Seller's obligation to make future deliveries in accordance with the delivery schedule. Buyer shall be reimbursed in full for all product returned. In addition thereto, Buyer shall have the privilege, if shipment is not made on time, to purchase similar product in the open market in such quantities as found necessary not exceeding the amount called for in the purchase order and hold Seller responsible for the difference, if any, between the price so paid and the purchase order price.
IN NO EVENT SHALL BUYER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BUYER'S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE PURCHASE ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR SERVICES OR UNIT THEREOF WHICH GAVE RISE TO THE CLAIM. BUYER SHALL NOT BE LIABLE FOR PENALTIES OF ANY DESCRIPTION. ANY ACTION RESULTING FROM ANY ALLEGED BREACH ON THE PART OF BUYER AS TO THE GOODS OR SERVICES DELIVERED BY SELLER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
For questions or comments regarding these terms, please submit them in writing.