Standard Terms of Sale



  • ACCEPTANCE OF TERMS
    In the absence of a written agreement signed by Komar Alliance LLC (“Komar”) all sales by Komar and its subsidiaries and affiliates to Buyer of the units of products (the "Products") specified in any [quotation, purchase order acceptance or] invoice issued by Komar with respect to the Products that includes a reference to these Standard Terms of Sale (these “Terms of Sale”) will be governed by these Terms of Sale. If the terms and conditions of any offer from Buyer or any other Buyer issued document differ from these Terms of Sale, these Terms of Sale shall be construed as a counteroffer and will not be effective as an acceptance of Buyer’s terms and conditions, which are hereby rejected. THESE TERMS OF SALE, TOGETHER WITH THE TERMS SPECIFIED BY KOMAR IN ANY [QUOTATION, PURCHASE ORDER ACCEPTANCE OR] INVOICE ISSUED BY KOMAR WITH RESPECT TO THE PRODUCTS SHALL BE THE COMPLETE AND EXLUSIVE STATEMENT OF THE TERMS OF AGREEMENT BETWEEN BUYER AND KOMAR. Buyer’s failure to dissent to these Terms of Sale in writing within five (5) days of receipt thereof or buyer’s acceptance of the Products shall constitute acceptance of these Terms of Sale. No addition to or modification of these Terms of Sale will be effective unless made in writing signed by Komar.

  • QUOTATION AND PRICES
    Unless otherwise agreed to in writing by Komar, all prices included on any quotation issued by Komar shall be exclusive of shipping, insurance, taxes, license, fees, customs duties and other charges related thereto, and Buyer shall pay all such charges related thereto; provided that, if Komar, in its sole discretion, chooses to pay any such charges, Buyer shall reimburse Komar therefor in full upon demand.

  • PAYMENT
    Unless otherwise agreed to in writing by Komar, all payments are due and payable in U.S. dollars within thirty (30) days from the invoice date. Komar reserves the right to require alternative payment terms, including, without limitation, a letter of credit, cash on delivery, credit card payment, or payment in advance. Payments not made by the due date may incur, at the sole discretion of Komar, a late payment service charge of the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, computed from the date payment was due. If, for any reason, this invoice becomes delinquent, Buyer, or its agent, agrees to pay all costs of collection, including, but not limited to, reasonable attorney fees and legal costs. Buyer agrees to waive any objections to venue and agrees to submit to a court of competent jurisdiction selected by Komar.

  • SHIPPING
    Shipping and delivery dates are estimates only, and in no event shall Komar be liable for any delay in delivery or assume any liability in connection with shipment. All Products shall be delivered F.O.B. Komar’s place of shipment. Shipment costs shall be prepaid by Buyer if requested by Komar.

  • WARRANTY
    ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND OTHER THAN SUCH WARRANTY AS MAY BE PROVIDED IN WRITING TO BUYER BY OR ON BEHALF OF THE MANUFACTURER OF THE PRODUCTS (FOR WHICH WARRANTY SUCH MANUFACTURER SHALL BE SOLELY LIABLE), AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT KOMAR IS AN INDEPENDENT DISTRIBUTOR OF THE PRODUCTS AND NOT THE MANUFACTURER. KOMAR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE PRODUCTS WILL BE ERROR FREE. KOMAR EXPRESSLY DISCLAIMS ANY WARRANTIES.

  • LIMITATION OF LIABILITY
    It is the sole obligation and responsibility of Buyer of the Products to determine the character of the merchandise and to select suitable Products for the purpose intended. To the extent not prohibited by applicable law: (a) Komar’s aggregate liability to Buyer from claims related to the Products, whether for breach or in tort, including negligence, is limited to the amounts Buyer has paid to Komar for the Products; and (b) KOMAR WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF SALE, THE PRODUCTS OR THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS (INCLUDING, BUT NOT LIMITED TO, REPLACEMENT COSTS OR LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER FOR BREACH OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF KOMAR HAS BEEN PREVOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties acknowledge that if Komar provides the Products to Buyer, it does so in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. Liability for damages will be limited and excluded as set forth in this paragraph, even if any exclusive remedy provided for in these Terms of Sale fails of its essential purpose.

  • RETURN/CANCELLATION POLICY
    At Komar’s discretion and when written approval has been given, Buyer may return unwanted Products within thirty (30) days of the delivery date. Buyer shall pay a twenty five percent (25%) restocking charge on any unwanted Products returned to Komar. Where custom goods or non-stock goods are involved, Buyer shall be responsible for all related work in progress; however, Komar shall take reasonable steps to mitigate damages upon receipt of written cancellation notice from Buyer. A Return-Goods-Authorization (RGA) number must be obtained from Komar prior to any return of Products.

  • INSPECTION
    All Products delivered hereunder shall be deemed accepted by Buyer, unless written notice of defect or nonconformity is received by Komar within ten (10) days of receipt of Products at Buyer’s designated receiving address; provided that Buyer may only reject Products for failure to meet the Products specification. It is the responsibility of Buyer to inspect goods upon receipt and make notations on the Bill of Lading as to non-conformity or dispute of quantities of Products received by Buyer prior to signing the Bill of Lading.

  • ACKNOWLEDGEMENT/GOVERNING LAW/JURISDICTION
    Buyer acknowledges reading these Terms of Sale, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Komar, disputes arising in connection with these Terms of Sale shall be governed by the laws of the State of Illinois, without regard to principles of conflicts of laws. Application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. Each party hereby consents to the jurisdiction of any state or federal court located in Cook County, Illinois with respect to any proceeding arising hereunder.