KUSTOM SIGNALS, INC.
TERMS AND CONDITIONS
1. APPLICABILITY. Unless otherwise specified in a
written bid, quote or contract, the following terms and conditions
shall apply.
2. PRICES AND TAXES. Prices will be Kustom
Signals, Inc.’s (“Seller”) prices in effect on the date a purchase
order is accepted by Seller, and Seller may change its prices at
any time, in its sole discretion All prices will be FOB
Chanute, Kansas, and net of any duties, sales, use or similar
taxes, fees or assessments, and do not include shipping.
packaging or any insurance costs, all of which are Buyer's
responsibility,
3. PAYMENT. Unless otherwise provided on the face of
the invoice, payment is to be paid in US dollars and in
accordance with the Seller approved terms for Buyer. Partial
payments are not permitted unless authorized in writing. Partial
payments will be treated as non-payment. Each invoice ts
independent from shipping sequence and disputes relating to
other invoices. Failure to pay an invoice within 30 days will be
considered a default.
4, DELIVERY AND PERFORMANCE, Delivery dates
are approximate, Seller disclaims all liability for late or partial
delivery. Seller may deliver in such lots and at such times as is
convenient for Seller,
5. LOSS IN TRANSIT. Risk of loss will pass to Buyer
upon delivery of the goods to the carrier In case of breakage or
loss in transit, Buyer will have notation of same made on expense
bull before paying freight. Seller may reject claims for shortages
not made within 15 days of Buyer's receipt of the goods
6. TERMINATION, RESTOCKING CHARGES.
Buyermay terminate this purchase order for its convenience, in
whole or in part, by written, faxed or telegraphic notice at any
time, If Buyer terminates this purchase order for convenience,
Buyer will be liable to Seller for Seller's reasonable costs
incurred in the performance of this purchase order that Seller
cannot mitigate. Unless otherwise agreed upon in advance in
writing by Seller, Seller may charge Buyer a 25% restocking fee,
if, (a) upon approval by Seller, the Buyer returns any non-
defective goods covered by this invoice, or (b} prior to shipment,
but after the goods are produced by Seller, Buyer cancels the
order for the subject goods
7. WARRANTY. Sellers warranty is provided
separately
8. LIMITATION OF LIABILITY. SELLER 1S NOT
LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR
INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR
LOST SAVINGS, EVEN IF A SELLER REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSS, DAMAGES, CLAIMS GR COSTS, NOR 18 SELLER
LIABLE FOR ANY CLAIM BY ANY THIRD PARTY
SELLER’S AGGREGATE LIABILITY UNDER OR_ IN
CONNECTION WITH THIS PURCHASE ORDER IS
LIMITED TO THE AMOUNT PAID FOR THE GOODS
9. INDEMNIFICATION. Buyer will indemnify, defend
and hold Seller harmless from al) losses, damages, liabilities and
costs, including attorneys‘ fees, incurred or sustained by Sellez as
a result of any third party claim made against Seller, including a
claim by a customer of Buyer, arising from its negligent,
reckless, willful, or intentional actions in marketing and reselling
the goods
10. EXPORT RULES. Exports and re-exports of the
goods may be subject to United States expon controls and
sanctions administered by the U.S. Department of Commerce
Bureau of Industry and Security under its Export Administration
Regulations ("EAR"), Buyer shall comply with all laws, rules and
regulations applicable to the export or re-export of goods
including but net limited te EAR which includes, among other
things, screening potential transactions against the U.S.
Government's (ij list of prohibited end users, and (ii} list of
prohibited countries. Buyer represents and warrants that (i) it has
net been charged with, convicted of, or penalized for, any
violation of EAR or any statute referenced in EAR §766.25, and
(ii} it has not been notified by any government official of
com pelent authority that it is under investigation for any violation
of EAR or any statute referenced in EAR §766.25
11. MISCELLANEOUS. These terms and conditions,
together with any other written agreement between Buyer and
Seller, if any: (i) are the exclusive statements of the parties with
respect to the subject matter and supersedes any prior or
contemporaneous communications, (il) may neat be amended
except In writing executed by the parties and will prevail in any
case where the terms of Buyer's purchase order or other
communication are inconsistent, (ii) will be interpreted and
enforced in accordance with the laws of the State of Kansas,
without giving effect to principles of conflicts of law. These
terms and conditions are: (1) solely for the benefit of the parties,
and no provision of these terms and conditions will be deemed to
confer upon any other person any remedy, claim, liability,
reimbursement, cause of action or other right. Each party
consents to the exclusive personal jurisdiction of the state and
federal courts located in the State of Kansas for purposes of any
Suit, action or other proceeding arising out of this Agreement,
waives any argument that venue in any such forum is nol
convenient and agrees that the venue of any litigation initiated by
either of them in connection with this Agreement will be in either
the Distinct Court of Johnson County, Kansas, or the United
States District Court, District of Kansas, If any provision of these
terms and conditions is unenforceable, the remaining provisions
will remain in effect. No waiver (whether by course of dealing or
otherwise) 1s effective unless it is made in writing and signed by
the party to be charged with such waiver. Unless otherwise
specified in writing, notices must be given in writing by
registered or certified mail, return receipt requested, addressed to:
Kustom Signals, Inc
Atm: Sales Dept.
9652 Loiret
Lenexa, KS 66219
