Terms and Conditions

Call Georgia Office: (770) 475-2242
Call Tennessee Office: (865) 988-8110
Kazmier & Associates, Inc. logo with a swoosh design.

TERMS AND CONDITIONS OF SALE

These terms and conditions, the attendant quotation or acknowledgment, and all documents incorporated by reference therein, bind the company(s) which issues the quotation or acknowledgment for the provision of services (Services) and/or the sale of goods, including to be provided hereunder by seller (Kazmier and Associates, Inc.), hereinafter Seller, and the buyer, hereinafter Buyer, and constitute the entire agreement (Agreement) between Buyer and Seller regarding such sale and/or provision. All orders are subject to acceptance by an authorized employee of KAZMIER & ASSOCIATES, INC, at its principal office.

1. PRICES:

Unless otherwise specified by Seller, Seller’s price for the Goods and/or Services shall remain in effect for thirty (30) days after the date of Seller’s quotation or acceptance of the order for the Goods/Services, whichever is delivered first, provided an unconditional, complete authorization for the immediate manufacture and shipment of the Goods and/or provision of Services pursuant to Seller’s stan­dard order processing procedures is received and accepted by Seller within such time period. If such authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to change the price for the Goods/Services to Seller’s price in effect for the Goods/Services at the time the order is released to final manufacture.  Notwithstanding any of the foregoing to the contrary, the price for Goods/Services sold by Seller, but manufactured by others, shall be Seller’s price in effect at the time of shipment to Buyer.

2. DELIVERY AND DOCUMENTATION:

All shipping dates are approximate and are based upon Seller’s prompt receipt of all necessary information from Buyer to properly process the order. Notwithstanding any provisions to the contrary in this or other documents related to this transaction, and regardless of how price was quoted, whether FOB, FAS, CIF or otherwise, legal title to the Goods and risk of loss thereto shall transfer to Buyer as follows: for sales in which the end destination of the Goods is within the United States, upon delivery to the freight carrier at the shipping point; for sales in which the end destination of the Goods is outside of the United States, immediately after the Goods have passed beyond the territorial limits of the United States.  Seller shall provide Buyer with that data/documentation which is specifically identified in the quotation.  If additional copies of data/documentation or non-standard data/documentation are to be provided by Seller, they shall be provided to Buyer at Seller’s price then in effect.

3. EXCUSE OF PERFORMANCE:

Seller shall not be liable for delays in performance or for non-performance due to acts of God, war, riot, fire, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regula­tions, orders or actions, or other unforeseen circumstances or causes beyond Seller’s reasonable control.

4. TERMINATION AND SUSPENSION BY BUYER:

Buyer may terminate or suspend its order for any or all the Goods/Services covered by the Agreement, if Buyer gives Seller reason­able advance written notice of such ter­mination or suspension and reimburses Seller for all losses, damages, costs and expenses arising from such termination or suspension. v

5. INSTALLATION:

Buyer shall be responsible for receiving, storing, installing, starting up and maintaining all Goods.  Seller shall provide a quotation for services to assist Buyer in these functions if requested.

6. TAXES:

Any tax or governmental charge payable by the Seller because of the manufacture, sale or delivery of the Goods, or provision of Services, may at Seller’s option be added to the price herein specified.  The foregoing shall not apply to taxes based upon Seller’s net income.

7. TERMS OF PAYMENT:

Subject to the approval of Seller’s Credit Depart­ment, terms are F.O.B. shipping point, net 30 days from date of Seller’s invoice in U.S. currency, except for applicable milestone payments covered below or export shipments for which Seller may require other arrangements.  If any payment owed to Seller hereunder is not paid when due, it shall bear interest, at a rate of 2 percent per month (or portion thereof) that the complete sale price (including freight) has not been executed. The monthly finance charge by Seller shall not exceed the maximum rate permitted by law, from the date on which it is due until it is received.  Seller shall have the right, among other remedies, either to terminate the Agreement or to suspend further deliveries under this and/or other agreements with Buyer in the event Buyer fails to make any payment hereun­der when due.  Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorneys’ fees. 

Unless otherwise provided in Seller’s written quotation, periodic milestone payments shall be made by Buyer when the purchase price of this Agreement exceeds $100,000.  In such cases, invoices shall be issued by Seller and paid by Buyer based on the following milestones:  Milestone 1: 30% of price upon acceptance of order by Seller.  Milestone 2:  30% of price upon release by Seller of approved bills of material to manufacturing for assembly.  Milestone 3: 40% of price upon shipment of the Goods by Seller.  Seller reserves the right to designate additional Milestones where the Agreement provides for Services more than $50,000.  The conditions of the credit terms shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia.  Purchaser agrees to submit to the jurisdiction of the courts of the State of Georgia with respect to any action instituted by KAZMIER & ASSOCIATES, INC. to collect the balance due on any unpaid invoice.

8. BUYER SUPPLIED DATA:

To the extent that Seller has relied upon any specifications, information, representation of operating conditions or other data or information supplied by Buyer to Seller in the selection or design of the Goods and/or provision of the Services and the preparation of Seller’s quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer and relied upon by Seller, any warranties or other provisions contained herein which are affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.

9.

Kazmier & Associates, Inc. reserves the right to correct all typographical or clerical errors or omissions which may be present in its prices or specifications.

10. TITLE:

The equipment specified herein, and any replacements or substitutes therefore shall, regardless of the manner in which affixed to or used in connection with realty, remain the sole and personal property of Kazmier & Associates until the full purchase price has been paid. Purchaser agrees to do all things necessary to protect and maintain Kazmier & Associates’ title and interest in and to such equipment; and upon Purchaser’s default, Kazmier & Associates may retain as liquidated damages any and all partial payments made and shall be free to enter the premises where such equipment is located and remove the same as its property without prejudice to any further claims on account of damages or loss which Kazmier & Associates may suffer from any cause.

11.

From date of shipment until the invoice is paid in full, Purchaser agrees to provide and maintain at its expense, but for Kazmier & Associates’ benefit, adequate insurance including, but not limited to, builders risk insurance on the equipment against any loss of any nature whatsoever.