1.1. In these conditions, the following terms shall have the following meanings:
- “Company” – means Kinesis Inc.
- “Customer” – means the customer of the Company.
- “Contract” – means any contract for the sale of Goods by the Company to the Customer, including purchase orders on Company’s forms.
- “Goods” – means any goods forming the subject of this contract including parts and components of or materials incorporated in them or as detailed in the order form overleaf.
- “Price” – means the price as detailed on the order form overleaf.
2.1. Quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation.
3. Acceptance of Orders
3.1. No Customer order shall be deemed binding until the Customer’s order (however given) is accepted by the earliest of:
- the Company’s written acceptance;
- delivery of the goods;
- the Company’s invoice.
3.2. These Terms and Conditions shall constitute the entire contract between the Company and the Customer. Acceptance of any quotation shall be limited to the terms of the quotation including these Terms and Conditions. Where these Terms and Conditions are submitted in response to or in acceptance of an order, acceptance is conditional on Customer's assent to these Terms and Conditions. These Terms and Conditions shall override and supercede any previous agreement or arrangement between the Company and the Customer in relation to the subject matter of the quotation, contract, or order, and in particular shall override and exclude any terms or conditions at any time imposed by the Customer.
4.1. The Price for the Goods invoiced is calculated in respect of the quantity of Goods actually delivered irrespective of the quantity in respect of which any quotation was issued.
4.2. The Company shall have the right to increase contract prices to reflect any increase in costs arising after the date of any quotation as a result of: any alteration in or addition to Customer's requirements; Customer’s instructions or lack of instructions; any interruptions, delays, overtime work, mistakes, alterations arising from the work of other contractors found to be outside agreed tolerances, delays caused by other contractors, and any other cause for which the Company is not directly responsible; any increase in any tax, duty or levy imposed on goods and services which affect contract prices in any manner. All quotations are subject to availability of goods and materials.
4.3. Price changes shall take effect from the date of service on the Customer of notice of the change.
4.4. Orders taken under $80 will be subject to our minimum order charge of $16.
5. Delivery and Payment
5.1. Terms of delivery are F.O.B. point of shipment. Risk of loss and title shall pass to Customer upon delivery of product to the carrier. Unless specifically otherwise set forth, prices do not include the cost of freight or handling, or cost or charges for insurance or any production, sales, use, transfer, transportation, excise or other tax, tariffs, or custom duties, and Customer shall pay directly or be charged by the Company for all such costs and/or charges in addition to the price(s)of the product supplied hereunder and Customer shall be obligated to pay such charges and costs on the same terms as apply to payment of the price(s) hereunder. The Company may make partial shipments.
5.2. The Company shall not be liable for any loss or damage to Goods in transit or for any shortage on delivery. The Company will use all reasonable efforts to pass to the benefit of any claim the Company may have against any carrier provided the Customer (a) gives to the Company and to the carrier written notice of damage or shortage within three days of the date of arrival of the Goods (b) complies with all conditions imposed by the carrier and (c) takes such other steps (including where applicable giving shorter notice to the carrier) as are necessary to preserve a claim against the carrier.
5.3. All invoices are payable without discount of any kind in U.S. Dollars within 28 days of the date of the Company’s invoice at the Company’s premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
5.4. A service charge of 1.5% per month will be added to all past due accounts.
5.5. If Customer fails to pay when due any amount on any invoice issued in connection with an order, fails to pay when due any amount owing to the Company under any other contract or instrument, is in breach of any of Customer’s obligations to the Company under this or any other contract, or if the financial or business condition or responsibility of the Customer shall become impaired or unsatisfactory to the Company, the Company reserves the right, at the Company’s option, to cancel the order without liability to Customer, suspend work on the order and/or future orders and/or withhold delivery of all or part of the Goods, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurance of payment is received. Customer agrees to pay the Company the cost of collection of overdue invoices, including, without limitation, attorneys’ fees. In addition to the rights and remedies herein set forth, the Company shall be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity.
6. Warranty, Exclusive Remedy, Limitations of Liability
6.1. The Company’s sole obligation and liability is limited to the repair or replacement at its factory, at the Company’s option, of Goods which prove defective within one year after the date of original shipment from the Company’s factory, found to be defective in material or workmanship by the Company’s inspection. Except as specified in this section, the Company shall not be liable for any costs Customer may encounter from lost field labor, time penalty charges, or any other cause arising after delivery of product, regardless of cause. Customer agrees that (1) any technical advice, information, suggestions, or recommendations given to Customer by the Company or any representative of the Company with respect to the product or the suitability or desirability of the product for any particular use or application are based solely on the general knowledge of The Company, are intended for information guidance only, and do not constitute any representation or warranty by the Company that the product shall in fact be suitable or desirable for any particular use or application; (2) Customer takes sole responsibility for the use and applications to which the product is put and Customer shall conduct all testing and analysis necessary to validate the use and application to which Customer puts the product for which Customer may recommend the use or application of the product by others; and (3) the characteristics, specifications, and/or properties of the product may be affected by the processing, treatment, handling, and/or manufacturing of the product by Customer or others and the Company takes no responsibility for the nature or consequence of such operations or as to the suitability of the product for the purposes intended to be used by Customer or others after being subjected to such operations. THE COMPANY MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED, OF THE PRODUCT SUPPLIED HEREUNDER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED. THE COMPANY SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES OR LEGAL THEORY, WHETHER BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE. THE COMPANY SHALL IN NO EVENT BE LIABLE IN RESPECT OF THIS ORDER AND/OR PRODUCT DELIVERED ON ACCOUNT OF THIS ORDER FOR ANY AMOUNT GREATER THAN THAT PAID TO THE COMPANY ON ACCOUNT OF THIS ORDER.
6.2. Any separately listed item of the Goods which is not a Kinesis branded product is not warranted by the Company, and shall be covered only by the express warranty, if any, of the manufacturer thereof. As between Customer and Company, such products are sold AS IS, and NO IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS IS GIVEN AND NO OTHER WARRANTY IS GIVEN EXTENDING BEYOND THE DESCRIPTION ON THE FACE OF THE COMPANY'S QUOTATION OR ACCEPTANCE FORM. In respect of such goods, the Company will use reasonable efforts to pass on to Customer the benefit of any guarantee provided by the manufacturer or supplier of such goods but not so as to impose on the Company any liability in respect thereof
7.1. Orders for Goods which have to be made especially for the Customer will be charted in full unless written notice of cancellation is received no later than 8 weeks before the expected delivery date quoted in the Company’s order acknowledgement, unless manufacture of them or any components for them has not commenced at the date of that notice. Orders for stock items may be cancelled by written notice at any time before the Goods are shipped but if a cancellation notice is received after the Goods have been shipped, then a restocking charge of 25% of the invoiced price will be payable by the Customer.
8. Compliance with Official Requirements
8.1. The Company will comply with all laws applicable to the Company. Compliance with OSHA or similar federal, state, or local laws during operation or use of the Goods is the sole responsibility of the Customer. Except as provided with regard to Patents, the Customer shall be exclusively responsible for ascertaining that any Goods and designs supplied or specified by the Customer do not infringe any letters patent, registered designs, and other rights vested in a third party or statute, order, regulations, by-laws or other requirement for the time being in force. The Customer shall indemnify the Company against all claims, damages, penalties, costs and expenses for which the Company may become liable for any such infringement.
9. Patent Infringement
9.1. Customer expressly assumes all risk of patent infringement by reason of its use of Goods in combination with other material, or in operation of any process. All uses and applications made of the Goods are solely at Customer’s risk and Customer assumes all risk and liability resulting from use of the Goods delivered hereunder, whether used singly or in a combination with other Goods.
10. Force Majeure
10.1. The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
11. Law and Jurisdiction
11.1. The Contract shall be governed by the laws of the State of New Jersey and the Customer consents to the exclusive jurisdiction of New Jersey courts in all matters.
12.1. Any notice given under this deed shall be in writing and may be served:
- by U.S. mail;
- by facsimile transmission (as confirmed by U.S. mail); or
- by any other means which any party specifies by notice to the others.
12.2. Each party’s address for the service of notice shall be its above mentioned address or such other address as it specifies by notice to the others.
12.3. A notice shall be deemed to have been served:
- if it was served in person, at the time of service;
- if it was served by mail, 48 hours after it was mailed; and
- if it was served by facsimile transmission, at the time of transmission.
Returns & Refund Policy
Shortages, breakages and non-delivery must be notified to us in writing within 3 days from the date of the invoice. Returns will only be accepted if authorised with a valid returns number issued by our Admin team, a restocking charge will be applicable. Orders for reference standards are non-cancellable 24 hours after receipt of order confirmation and are non-returnable once delivered. This does not affect your statutory rights.