GENERAL TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE. All sales are subject to and expressly limited to, the terms and conditions stated herein, and any
quotation, order acknowledgement, or any goods supplied by KIRSCH, LLC (Seller) are expressly conditional upon
Buyer’s acceptance of these terms and conditions. All different or additional terms and conditions proposed by Buyer
in any form are expressly rejected. A purchase order shall become binding only upon Seller’s written acceptance
thereof or delivery of the goods to Buyer, whichever occurs first. By accepting goods and/or services, Buyer agrees
that all purchases will be paid in full in accordance with the terms of sale as stated herein, unless provided otherwise
on Seller’s invoice.
2. SPECIFICATIONS. Specifications applicable to goods sold are limited solely to those furnished by Seller or expressly
agreed to in writing by Seller. Unless otherwise specified, tolerances are standard commercial.
3. CHANGES. Seller reserves the right to make changes to the goods that do not adversely affect form, fit or function,
with any change in price to be approved by Buyer. All changes requested by Buyer in the process or design of goods
are subject to written approval by Seller and to reasonable changes in delivery and/or price as Seller determines is
necessary. Reschedules of delivery are subject to approval by and at the sole discretion of Seller.
4. LIMITED WARRANTY.
a. Seller warrants that goods manufactured by Seller shall be free from defects in material and workmanship
and shall substantially comply with Seller’s specifications for a period of one (1) year from date of delivery.
Seller’s sole and exclusive obligation and Buyer’s sole and exclusive remedy, for breach of warranty is
limited, at Seller’s sole option, to either repair or replacement of the defective or non-conforming good(s) or
to an appropriate credit for the purchase price thereof. The warranty period for any repaired or replacement
good shall be the remainder of the warranty period for the good which was replaced. Such goods must be
shipped prepaid to Seller’s destination within the warranty period and include Seller’s return authorization
b. All warranty claims must be made in writing during the warranty period. Prior to Buyer’s return of the goods,
Seller may inspect at Buyer’s location any items claimed to be nonconforming, but in any event may reject
claims determined not covered by warranty, and may return such goods at Buyer’s expense. Seller shall not
be liable for breach of the foregoing warranty arising out of or related to, directly or indirectly: (1) goods
which have been modified or altered; or (2) goods that are defective due to misuse, abuse, neglect,
accident, improper installation or repair, or accident; or (3) goods sold as “used” or “refurbished,” or goods
received from any source other than Seller; or (4) any insignificant defect, including without limitation, any
defects that do not affect the use of the goods intended by the Buyer; or (5) any nonreproducible computer
bugs; or (6) defects arising out of parts, software or other material or instructions provided by Buyer; or (7)
defects caused by use in a manner not approved in the applicable specifications; or (8) defects due to
normal wear and tear.
c. The giving of or failure to give any advice or recommendations by the Seller shall not constitute any
warranty by or impose any liability upon Seller. This Limited Warranty constitutes Seller’s sole warranty.
SELLER GRANTS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR
ORAL, OR STATUTORY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
d. Goods are not designed or intended for use in the design, construction, operation or maintenance of any
weapons systems or nuclear facility; or in the design, construction, operation or maintenance of any
applications intended to support or sustain life where personal injury or death may occur. Such use of any
Supplier goods shall be at Buyer’s risk and Supplier disclaims any liability for such use.
5. PROPRIETARY RIGHTS. If any good ordered by Buyer is manufactured according to designs or processes specified
by Buyer, Buyer agrees to indemnify and hold harmless Seller, its affiliates, officers, agents and employees, from any
and all expenses, loss, attorney’s fees, cost, damages or liability that is or may be incurred as a result of actual or
alleged infringement of patent, copyright or trademark rights due to Seller’s compliance thereto.
6. TITLE – RISK OF LOSS- PAYMENT TERMS – SHIPMENT.
a. Title of goods and risk of damage or loss shall pass to Buyer at Seller’s dock upon delivery of goods and
transfer of possession to Buyer’s designated carrier. Seller, however, reserves a security interest in the
goods until final payment is received by Seller.
b. Payment terms are net 10 days from date of Seller’s invoice. A service charge of 1 ½ percent per month, or
the maximum rate allowed by law, whichever is lower, shall be made on any portion of Buyer’s outstanding
balance that is not paid within thirty (10) days after invoice date.
c. Transportation shall be performed by Buyer’s designated carrier at Buyer’s expense. Shipment terms shall
be FCA Sellers dock subject to credit approval. Freight charges may be added to invoice or billed
separately. Insurance is responsibility of Buyer, unless otherwise agreed in writing, in which case Seller may
add charges to invoice or bill separately. Each shipment constitutes a separate sale. Failure to make one or
more deliveries does not constitute cause for cancellation of any order by Buyer.
d. Seller reserves the right to make partial shipments and to submit invoices for partial shipments.
7. SELLER’S REMEDIES.
a. If Buyer fails to fulfill the terms of payment for any shipment, or the financial ability of Buyer becomes
impaired in the judgment of the Seller, or should the Seller at any time consider that conditions do not
warrant shipment on the terms for payment as stated on the Seller’s invoice(s), Seller may demand cash or
payment of satisfactory security with respect to all or part of the order, have the right to change the terms of
payment, withdraw credit privileges, or defer or discontinue final shipment, or cancel the order pursuant to
the provisions of Paragraph 11. Seller may also withhold shipments on any other order(s) of Buyer upon
failure to pay any order as due.
b. Should Seller find it necessary to obtain assistance in collecting any past due balance, Buyer agrees to pay
reasonable attorney fees, collection fees and/or court costs allowable by law.
GENERAL TERMS AND CONDITIONS OF SALE
c. If Buyer fails to make any payment as due, if a receiver shall be appointed for Buyer, if Buyer shall make an
assignment for the benefit of creditors, or if a petition in bankruptcy shall be filed by or against Buyer, then a
default shall exist hereunder, and Seller shall be entitled to all remedies and rights of a secured party. In
addition, Seller may declare all amounts owing from Buyer immediately due and payable and may enter,
without legal process, on the premises where the goods are located and repossess the same, and
thereafter hold the same absolutely free from all claims of the Buyer. Buyer hereby waives all claims and
rights of action for trespass or damages by reason of such entry, possession and removal. Seller may
exercise all or any of the above remedies in addition to and not in lieu of any other remedy at law or equity
to which Seller is otherwise entitled.
8. DELAYS. If a specific shipping date is not agreed to in writing by Seller, Seller shall not be liable for any loss or
damages resulting from such delays. Whether or not Seller agrees to a specific shipping date, Seller shall not be liable
for delay or failure to deliver due to wars, civil disturbances, strikes, accidents, fires, floods, storms, Acts of God, and
inability to obtain necessary labor, energy, water, raw or finished materials or facilities, government priorities or
allocations, delays in transportation or other causes beyond Seller’s control.
9. EXPERIMENTAL SALES. In the event the goods or any portion thereof furnished to Buyer are identified as
“prototypes”, “samples”, ‘for approval”, “on consignment”, “for evaluation”, or other similar terms, Buyer agrees that
such material or information is confidential and that it will be liable for any disclosure of such material or information
other than to employees required for evaluation by Buyer. Furthermore, such goods shall be delivered on an “AS IS”
basis, and the warranty provisions of Paragraph 4 shall not apply.
10. RETURNS. Returned materials will not be accepted unless authorization has been given by Seller. This authorization
will be given an RGM number. This RGM number must be marked on the outside of each carton or the product will be
refused at the door. Authorized returns must be received at Seller’s dock no later than 30 days from the date of
issuance of the RGM number. RGM’s past that time will not be honored. Buyer’s rights to repair or replacement are
governed by the terms of Paragraph 4. Issuance of credit for returned items shall be made at Seller’s discretion under
Buyer’s request. Buyer will not be entitled to return defective goods for cash refunds. Buyer must inspect goods
immediately and no rejection or revocation of acceptance shall be permitted more that fifteen (15) days after delivery
or upon use by Buyer of the goods, whichever occurs first.
11. CANCELLATION. No order once accepted by Seller can be cancelled by Buyer without Seller’s written consent and
only upon payment to Seller of all losses and expenses, including lost profits for the entire order. Seller may cancel an
order if (a) Buyer’s payments are in default on this or any other order, or Buyer breaches any other material provision
hereunder, (b) substantial changes occur in the availability of raw materials or components provided by third party
vendors, (c) events beyond Seller’s reasonable control make it impossible to assure shipment, (d) Buyer becomes
insolvent or is the subject of the filing of a bankruptcy petition, or makes an assignment for the benefit of creditors or
fails to pay its debts as they come due, or (e) Seller has reasonable belief that Buyer is insolvent or will not pay in
accordance with the terms herein.
12. TAXES. All applicable state and local taxes including, but not limited to, use, occupation, privilege, excise, rental and
sales taxes shall be in addition to purchase price and shall be paid by Buyer to Seller or in lieu thereof Buyer shall
provide Seller with a tax exemption certificate acceptable to all applicable taxing authorities. This obligation shall
survive Buyer’s payment.
13. WAIVER. The failure of Seller to insist in any one or more instances upon the performance of any of the terms or
conditions herein, or to exercise any right hereunder, shall not be construed as a waiver of any other terms or
conditions herein nor of the future performance of any term or condition or the future exercise of any such rights.
14. SEVERABILITY. If any provision of these terms and conditions is invalid or unenforceable under any statute,
regulation, ordinance, executive order or other rule of law, such provision will be deemed reformed or deleted, as the
case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the
remaining provisions of these terms and conditions will remain in full force and effect.
15. LIMITATION OF DAMAGES. SELLER’S LIABILITY HEREUNDER SHALL BE LIMITED TO SELLER’S INVOICED
PRICE FOR THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR
ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM THE USE OF OR INABILITY
TO USE THE GOODS COVERED HEREBY, WHETHER ARISING FROM BREACH OR WARRANTY, NEGLIGENCE
OR STRICT LIABILITY OF SELLER, OR OTHERWISE, OR FOR ANY MACHINE WORK, LABOR CHARGES, OTHER
EXPENSE, LOSS OR DAMAGES, CAUSED BY DEFECTIVE MERCHANDISE. ANY ACTION HEREUNDER MUST
BE COMMENCED WITHIN ONE YEAR OF ACCRUAL OF CAUSE OF ACTION.
16. GOVERNING LAW. The contract for the purchase of the goods which are the subject of this invoice shall be governed
by the substantive laws of the State of Wisconsin.
17. HEADING. Headings are for convenience of reference only and shall not affect or limit the meaning of the provisions
18. CHECKS. Checks marked “Paid in Full”, including checks for disputed balances marked “Paid in Full,” must be sent to
the following person/address:
KIRSCH, LLC, 33130 73rd St, Burlington, WI 53105 U.S.A.
Version – 04/01/2017