Terms and Conditions: The following terms and conditions (the “Terms and Conditions”) shall be the sole terms and conditions governing the sale of goods by K&L Sales, Inc. or any of its affiliates doing business as K&L Sales, Inc. (“Seller”) to the purchaser of such goods (“Buyer”). The identity of Buyer, the identity of the goods being purchased (the “Goods”), the quantity of Goods being purchased, the destination for delivery of the Goods, and other material information concerning Buyer’s order shall be set forth in Buyer’s purchase order (the “Purchase Order”) and provided to Seller. These Terms and Conditions are hereby incorporated into and made a part of each such Purchase Order. Upon the earlier of Seller’s written acceptance of the Purchase Order or acceptance by Buyer of Goods furnished by Seller in response to such Purchase Order, the Purchase Order, the written acceptance, if any, and these Terms and Conditions shall be the complete and final agreement (the “Agreement”) between Seller and Buyer with respect to the purchase and sale of Goods identified in the Purchase Order, provided, however, that no pre-printed or form language appearing in Buyer’s Purchase Order shall become a part of the Agreement. SELLER’S ACCEPTANCE OF ANY BUYER PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL UPON BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS, AND SELLER OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, WHETHER CONTAINED IN BUYER’S PURCHASE ORDER OR OTHERWISE. SELLER WILL NOT BE DEEMED TO HAVE WAIVED THESE TERMS AND CONDITIONS OF SALE IF SELLER FAILS TO OBJECT TO PROVISIONS CONTAINED IN BUYER’S PURCHASE ORDER, OTHER FORMS OR OTHERWISE.
Delivery Dates: All delivery and shipping dates are estimates only. Seller expressly reserves the right to distribute and deliver the Goods up to three days prior to the estimated delivery or shipping date.
Purchase Orders: All Purchase Orders for Goods are subject to minimum order quantities and an extended shipment policy, as determined by Seller from time to time. Order policy and pricing are subject to change by Seller without notice.
Quantity: If quantities shown on packaging are based on weight counts, Seller will use commercially reasonable efforts to ensure that its weight counts are accurate. The parties agree that if the quantity of Goods, as determined by actual weight, is within five percent (5%) of the quantity shown on the packaging, Buyer shall be deemed to have received the quantity shown on the packaging, and Buyer shall pay for such amount. Any Purchase Order filled by Seller that is less than the quantity ordered by Buyer, but not less than ninety percent (90%) of the quantity ordered will be deemed to be fully filled. In such event, Seller shall notify Buyer that the Purchase Order has been filled, and Buyer shall be entitled only to the quantity of Goods provided by Seller, and shall be required to pay only for the amount actually delivered by Seller (but not for more than the amount ordered).
Termination or Changes by Buyer: Buyer may not terminate any Purchase Order without the prior written consent of Seller. If Seller consents to such termination, reasonable termination charges computed by Seller may be assessed in connection with such termination. Any changes requested by Buyer to any Purchase Order will be subject to the consent of Seller and to an equitable price adjustment and/or delivery adjustment, as determined by Seller.
Blanket Orders: Upon expiration date of a blanket Purchase Order, the Buyer acknowledges that K&L Sales, Inc. will ship or deliver the remaining balance of product. K&L Sales, Inc. will agree to extend blanket Purchase Orders on a case-by-case basis.
Return Policy: K&L Sales, Inc. will only accept a return for credit within 30-days of invoice of regularly stocked items with an issued Return Material Authorization number (RMA). Product must be returned in original and unaltered package(s), clean, unused and undamaged condition with original packaging slips with all original parts. Issue of a RMA is up to the discretion of K&L Sales, Inc. The Buyer acknowledges that they are responsible for freight charges for those items ordered in error by the buyer. Returns are subject to a restocking fee, unless specified otherwise. No other material may be returned for credit including special order items, unless specifically agreed to by K&L Sales, Inc. K&L Sales, Inc will agree to waive any restock fee with an issue of a purchase order of replacement product, excluding special made-to-order product.
Miscellaneous: This Agreement may be performed, and all rights hereunder may be enforced against Buyer, by Seller or any subsidiary, parent or affiliate of Seller. The Purchase Order may not be assigned by Buyer without the prior written consent of Seller. No provision hereof and no breach of any provision will be deemed waived by reason of any previous waiver of such provision or of any breach thereof. These Terms and Conditions may be modified only by a writing signed by the parties. The invalidity, in whole or in part, of any provision of this Agreement will not affect the remainder of such provision or any other provision. This Agreement will be governed by, and interpreted in accordance with, the laws of the State of Wisconsin.