KEENE INDUSTRIAL SOLUTIONS (KIS)
TERMS AND CONDITIONS OF SALE FOR EQUIPMENT, PARTS, FIELD SERVICES, AND REPAIRS
EFFECTIVE MAY 31, 2023
1. GENERAL
Seller’s prices are based on these terms and conditions of sale. This document together with any additional writings signed by Seller and Buyer represents the “Agreement” between the parties for the sale of equipment, parts, control systems, field service, repairs, and all related matters. There are no other agreements, representations, or warranties other than those expressly provided for in this Agreement. These terms may not be modified except in a writing signed by Seller’s duly authorized representative. The parties agree that any additional and/or different terms or conditions contained in any document or writing sent to Seller at any time are hereby expressly objected to and rejected. Except as otherwise agreed to in a writing signed by Seller and Buyer, any work commenced by Seller shall be exclusively governed by the terms and conditions set forth herein and Buyer hereby acknowledges Seller’s detrimental reliance on the same. Any information contained on the web page of Seller is provided for general information purposes only, and are not a part of the Agreement.
2. PAYMENT TERMS, TAX EXCLUSION, INTEREST ON LATE PAYMENTS, RIGHT TO TERMINATE/SUSPEND, NO SET OFFS
Payment Terms. Payment terms shall be as stated in Seller’s proposal or quotation. Except as otherwise agreed to in writing by the Parties, payment terms shall be as follows: 50% upon receipt of purchase order and balance due upon notification of readiness to ship and/or upon the completion of services as the case may be. Orders performed on time and material prices are invoiced weekly or as soon as otherwise practical and payable upon receipt.
Taxes. All prices are exclusive of any sales, use, excise, value added, or similar taxes which may be assessed against Seller or Buyer with respect to the goods or services. Any such taxes shall be paid by Buyer.
Interest & Suspension. Buyer agrees to pay interest on all past-due amounts at the rate of 1.5% per month or the highest rate permitted by law. Seller reserves the right to suspend performance or terminate work if Buyer fails to make payments when due.
3. TITLE, RISK OF LOSS, AND SHIPMENT
Unless otherwise stated in writing, all sales of equipment and parts are Ex Works (Incoterms 2020) Seller’s facility. Risk of loss or damage passes to Buyer upon delivery to carrier. Title to goods shall transfer upon receipt of full payment.
4. EXCUSABLE DELAY (FORCE MAJEURE)
Seller shall not be liable for delays or nonperformance resulting from acts of God, strikes, pandemics, material shortages, supply chain disruptions, acts of civil or military authorities, or any other causes beyond its reasonable control.
5. WARRANTIES & LIMITATION OF LIABILITY
Seller warrants that equipment and parts manufactured by Seller shall be free from defects in material and workmanship under normal use and service for a period specified in Seller's quote. In no event shall Seller be liable for special, indirect, incidental, or consequential damages including loss of profits, loss of production, or downtime.
6. REPAIRS & SURPLUS WARRANTY DISCLAIMER
Surplus parts and refurbished assemblies are sold with limited warranty coverage as specifically indicated on individual quotes. Buyer is encouraged to perform incoming qualification and inspection upon receipt.