General terms and conditions KRONES.INC – ONLINE sales
1. Offer; Governing Provisions.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PARTS FROM THIS WEBSITE, YOU AGREE THAT THESE TERMS EXCLUSIVELY GOVERN THE SALE OF PARTS, AND AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND THAT THE PARTS ARE BEING ACQUIRED FOR USE IN MANUFACTURING OR RESALE AND NOT FOR PERSONAL USE.
These terms and conditions (these “Terms”) apply to the purchase and sale of spare parts (“Parts”) through the Krones online shop (the “Site”). These Terms are subject to change by Krones, Inc. (“Krones”) without prior written notice at any time, in Krones’ sole discretion.
2. Order Acceptance and Cancellation.
The presentation of Parts on the Site is a nonbinding invitation to make an offer. You (the “Buyer”) agree that your order is an offer to buy, under these Terms, all Parts listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion. We will inform you about the receipt of your order by means of an acknowledgment of receipt. However, Krones shall not be deemed to have accepted your order until Krones has issued a confirmation email with your order number and details of the items you have ordered or it delivers the Parts.
3. Price; Payment Terms.
(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. All prices are stated and payable in U.S. Dollars. The price charged for Parts will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes, duties or charges for shipping and handling. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) Terms of payment are within our sole discretion, and we reserve the right to require payment in full before delivery. Invoices are due and payable upon receipt. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full.
4. Impairment of Credit.
If Buyer (a) is or becomes insolvent or is unable to pay its debts as they mature, (b) files or has filed against it a bankruptcy, insolvency or any similar petition or is made the subject of an "order for relief' as that term is defined in the U.S. Bankruptcy Code, or (c) fails to make any payment hereunder as and when due, or if Krones has a reasonable belief that any of the foregoing is impending or otherwise in good faith doubts the ability of Buyer to pay the purchase price for the Parts, then Krones may at its option (w) suspend performance hereunder, (x) terminate this Contract, (y) demand cash payment in advance before shipments are made, regardless of the payment terms otherwise agreed upon, or (z) otherwise require additional security for any remaining unpaid balance of the purchase price for the Parts.
5. Late payment.
Buyer agrees to pay interest at the rate of eighteen percent (18%) per annum, or at the highest rate permitted under applicable law, whichever is less, on invoiced amounts not paid when due and further agrees to reimburse Krones, upon demand, for all costs (including without limitation attorneys' fees and legal costs) incurred by Krones in the collection of any amounts owed to Krones hereunder.
Sales tax, use tax, excise tax and any and all similar taxes, VAT, customs duties and fees arising out of or relating to the sale, delivery, installation or use of the Parts are not included in the purchase price. All such taxes, customs duties and fees are the sole responsibility of Buyer, and Krones shall have the right at any time to separately invoice Buyer for any such tax, customs duty or fee that Krones may have paid or been requested to pay. Buyer shall upon receipt of such invoice pay Krones the amount stated thereon. For any such tax with respect to which Buyer is exempt, if Krones has not yet paid the tax, then Buyer may provide Krones with a copy of a valid tax exemption certificate that shows Buyer's exemption from the obligation to pay the applicable tax.
7. Shipment and Delivery.
(a) The Parts shall be delivered to Buyer EXW plant of manufacture (as that shipping term is defined in lncoterms 2010). Buyer shall bear all expenses paid or incurred by Krones in delivering the Parts. Krones will provide an estimate for the anticipated cost of freight at Buyer's request. Such estimate shall not be binding on Krones.
(b) In the absence of shipping instructions agreed upon by the parties, the Parts are to be shipped by whatever shipping method Krones deems appropriate, and, in any event, the Parts are at the risk of Buyer from and after delivery and Buyer assumes all responsibility for shortage, loss, delay and damage occurring in transit.
(c) Krones shall not be liable for any damage or liability as a result of any delay, failure to deliver or other failure to perform due to any cause beyond Krones' reasonable control, including but not limited to any embargo or other governmental act, regulation or request, civil insurrection, civil disturbance, war, act of terrorism, fire, flood, hurricane or other act of nature or act of God, accident, strike or other labor disturbance, slowdown, act of Buyer, shortage of materials or failure of suppliers or subcontractors to satisfactorily meet scheduled deliveries, or any other factor or event beyond Krones' reasonable control. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Use of the Parts by Buyer shall constitute a waiver of any claim for delay.
(d) If the Parts are ready for shipment, and shipment thereof is delayed for reasons attributable to Buyer, the risk of loss of such Parts shall pass to Buyer as of the day such Parts are ready for shipment.
(e) If Krones is obliged by applicable law, statute or regulation to accept return of the transport packaging, then Buyer shall bear the cost of such return, including without limitation any customs duties and costs of customs clearance, and shall bear the cost for recycling such packaging if it cannot be reused by Krones.
(f) If transport of the Parts is arranged for by Krones and any Part suffers transport damage or a transport-related material defect after the Part has been handed over to the forwarding agent, Krones will, at the request of Buyer, assign its claims against the forwarding agent or the transport insurance provider, as applicable, with regard to the damage, if any, suffered by Buyer by such transport damage or transport-related material defect; provided, however, that any and all claims against Krones resulting from any transport damage or transport-related material defect shall be excluded and are hereby waived by Buyer. Such assignment shall be conditioned upon receipt by Krones of payment in full of the purchase price for the Parts and of any other amounts owned Krones by Buyer.
(g) All delivery times are estimates only.
8. Inspection and Acceptance.
The Parts shall be deemed finally inspected and accepted within five (5) calendar days after Buyer's receipt thereof unless notice of a claim is given in writing to Krones within such time period.
9. Installation and Training.
(a) INSTALLATION IS NOT INCLUDED IN THE PURCHASE PRICE FOR THE PARTS AND MUST BE SPECIFICALLY CONTRACTED FOR. The parties acknowledge and agree that final adjustment of the Parts and/or the equipment into which the Parts are to be incorporated must be performed at the site where the Parts are to be installed. Buyer acknowledges that Krones recommends that installation of the Parts be performed by Krones. Buyer further acknowledges that fine tuning and adjustment of the Parts and of the equipment into which the Parts are to be incorporated requires additional time following delivery and installation. Buyer is responsible to plan its production requirements accordingly.
(b) A service engineer to aid in the installation of the Parts is available at an additional cost pursuant to Krones' "General Terms for Technical Service" in effect at the time of contracting therefor. The period of service is generally dependent upon the type of Parts being installed.
(c) Training is not included in this Contract.
(a) Krones warrants that each Part (i) shall be free from defects in materials and workmanship for a period (the "Warranty Period") ending on the earlier to occur of (A) 1,000 hours of operation of the Part or (B) expiration of thirty (30) calendar days after the first to occur of installation of the Part or lapse of one hundred (100) calendar days after the date of arrival of the Part at Buyer's facility; and (ii) will be transferred free and clear of any third-party liens. This warranty is conditioned on Buyer paying the full purchase price for the Parts.
(b) If within the Warranty Period for any Part such Part shall be proved to be defective in material or workmanship, the affected portion of such Part will be repaired or replaced free of charge (but not including freight or labor), or Krones will refund the purchase price paid by Buyer for the defective Part, at Krones' option. If Krones elects to replace the defective Part or portion thereof, its sole obligation shall be to provide the replacement without charge, and any associated freight or labor is not included in the warranty. Such repair, replacement or refund (whichever Krones determines, in its discretion, to provide) shall be Krones' sole obligation and Buyer's exclusive remedy for any deficiency in the Parts furnished hereunder and shall be conditioned upon Buyer's return of such Parts to Krones DDP (Incoterms 2010) Krones' loading dock in Franklin, Wisconsin, Neutraubling, Germany or such other Krones facility as may be designated by Krones. THE FOREGOING EXPRESS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. KRONES HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Any claim hereunder for breach of warranty must be made by Buyer within thirty (30) calendar days after the end of the Warranty Period on the Parts underlying the claim or shall be forever barred.
(c)The foregoing express warranty shall be null and void unless the Part has not been altered or repaired (other than by Krones or its designee) or subjected to improper installation by anyone other than Krones, misuse, abuse, neglect or abnormal conditions. This warranty shall not apply if the prerequisite conditions detailed in the warranty provision itself are not satisfied. This warranty shall not apply to any portion of the Parts which becomes defective due to normal wear and tear or other causes that do not arise from any defect in the Parts. This warranty does not apply to any parts or components manufactured by third parties, including electrical components. Krones shall not be responsible for any defect or damages actually caused by failure to follow the operating instructions reflected in the Parts' various manuals or failure to comply with the recommended maintenance program reflected in the Parts' various manuals.
(d) Buyer shall notify Krones of any claim of defective material or workmanship (collectively the "Warranty Defect") in writing promptly upon its discovery by Buyer. Promptly upon receipt of a written notice of a Warranty Defect, Krones shall attempt to validate the Warranty Defect. If the Warranty Defect is valid, Krones shall, at its option, repair or replace the affected portion of the Parts or refund the purchase price therefor as quickly as commercially reasonably possible. Any repaired or replaced Parts shall themselves be deemed to be covered by the warranty