RETURN POLICY
This instrument
confirms the terms and conditions of the sale of goods
described on the face hereof. In the event that any
document or writing states terms additional to or
different from the terms and conditions of this
instrument, then this instrument will supersede, and
be deemed a notification of objection to, such
additional and/or different terms. The customer's
presentation of this instrument to Kiesel Bags will be
deemed an acceptance of all the terms and conditions
contained in this instrument.
PRICES
Prices do not include
export duties, special handling, shipping or freight
charges or sales, use, license, excise or other taxes
with respect to the manufacture, sale or delivery of
goods, all of which are the sole responsibility of the
customer. The prices stated on the face hereof are
subject to adjustment to Kiesel Bags' schedule of
prices in effect at the time of each shipment.
SHIPMENTS AND
DELIVERY
Unless otherwise agreed
in writing by Kiesel Bags and the customer, shipments
will be made via the most reasonable methods as
determined in the sole and absolute discretion of
Kiesel Bags. Kiesel Bags will have the sole and
absolute discretion to select the method of shipment,
routing of shipment, point of origin of shipment and
selection of carrier. F.O.B. point of origin shipment.
Shipping and delivery dates given by Kiesel Bags are
estimates only, based on factors in existence at the
time such estimates are made. Each delivery will be
deemed to be a separate sale and the customer will
make payment on partial deliveries. Kiesel Bags will
not be liable for damages due to the delay in, or the
inability to complete, the manufacture and delivery of
goods due to labor difficulties, weather, Acts of God,
governmental acts or regulations, shipping delays,
inability to obtain equipment or material from the
sources of supply, or any other cause whatsoever
beyond the reasonable control of Kiesel Bags. The
customer will pay Kiesel Bags reasonable storage and
handling charges for any shipments that are delayed on
account of the customer and will be responsible for
initiating and processing all claims directly with the
carrier.
DAMAGES AND RISK OF
LOSS
All risk of loss or
damage and all incidents of title and ownership will
pass to the customer when Kiesel Bags' delivery of the
goods to the carrier (F.O.B. point of origin of
shipment) even though Kiesel Bags may have selected
the carrier. In no event will Kiesel Bags be liable
for any loss or damage, including but not limited to
lost profits or incidental or consequential damages,
that result after Kiesel Bags delivers the goods. For
any such loss or damage, Kiesel Bags will have no
responsibility whatsoever and the customer will be
responsible for initiating and processing all claims
directly with the carrier.
LIEN AND SECURITY
INTEREST
The customer hereby
grants to Kiesel Bags a lien and a purchase money
security interest in all the goods purchased
hereunder, as well as all additions and accessories
attached to such goods, and all proceeds therefrom, as
security for any balance owing with respect to such
purchase. Upon Kiesel Bags' request, the customer will
promptly execute and deliver to Kiesel Bags a
financing statement and any additional documents to
evidence said lien or security interest.
CANCELLATIONS OR
RETURNS
The customer may cancel
orders for, or make returns of, goods purchased under
this instrument only upon submitting a written request
for cancellation or return to Kiesel Bags and
obtaining the written consent of Kiesel Bags for same.
All cancelled orders will be given a cancellation
number at the time of Kiesel Bags' acceptance of
cancellation. Customer must keep that number for
reference should order be inadvertently shipped. All
merchandise returned must also be assigned a Return
Merchandise Authorization (RMA) number. Kiesel Bags
does not accept collect shipments. Any such
cancellation or return will be subject to Kiesel Bags'
cancellation and return policies in effect at the time
of such cancellation or return, including but not
limited to Kiesel Bags' restocking charges which
currently are equal to 15% of the cost of the goods
and Kiesel Bags' requirement that any return must be
in its original packaging and must be made no later
than fourteen (14) day after Kiesel Bags delivers the
goods to the customer or the carrier, or mails the
invoice, whichever first occurs. Special ordered,
custom, obsolete or non-current goods may not be
returned and orders for the same may not be cancelled.
Any orders that Kiesel Bags agrees will be cancelled
and any goods that are accepted for return will
entitle the customer to an exchange for other goods or
a credit against future purchases; no refunds will be
given.
ACCEPTANCE
All goods sold pursuant
to this instrument are subject to inspection by the
customer promptly upon the customers receipt and,
unless Kiesel Bags is advised in writing to the
contrary, such goods will be deemed to be accepted as
conforming with the requirements of this instrument
and free from all discoverable defects. If the
customer finds the goods to be non-conforming, the
customer must promptly so advise Kiesel Bags in
writing, specifying all claimed defects or
non-conformities and the customer will give Kiesel
Bags an opportunity to investigate.
LIMITED WARRANTY
Kiesel Bags warrants
that all of the goods manufactured by it are free from
manufacturing defects in material and workmanship.
Kiesel Bags represents that it has inspected in a
reasonable manner all components manufactured by
others and used in Kiesel Bags goods and Kiesel Bags
warrants that those components are free from
manufacturing defects in material and workmanship that
are detectable by such reasonable inspection. THE
FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. INCLUDING BUT NOT
LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE. THE FOREGOING WARRANTIES ARE VOID IF THE
GOODS HAVE NOT BEEN USED, CARED FOR AND MAINTAINED IN
ACCORDANCE WITH Kiesel Bags'S WRITTEN INSTRUCTIONS
ACCOMPANYING THE GOODS OR IF THE GOODS HAVE BEEN
OTHERWISE UNREASONABLY USED, NEGLECTED, MISHANDLED, OR
IMPROPERLY SERVICED OR STORED OR IF THE GOODS HAVE
BEEN DAMAGED BY ACCIDENT OR OTHER CASUALTY. No
employee or representative of Kiesel Bags has
authority to bind Kiesel Bags to any representation,
promise or warranty concerning the goods. Unless a
representation, promise or warranty is set forth in
this instrument it is not enforceable by the customer.
THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AGAINST
Kiesel Bags FOR BREACH OF ANY WARRANTY WILL BE FOR THE
REPAIR OR REPLACEMENT AT Kiesel Bags'S OPTION, UPON
THE CUSTOMER'S RETURN AT THE CUSTOMER'S COST, TO
Kiesel Bags OF THE GOODS. NO OTHER REMEDY, INCLUDING
BUT NOT LIMITED TO COMPENSATION FOR PROPERTY DAMAGE,
LOST PROFITS, LOST SALES, OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, WILL BE AVAILABLE TO THE
CUSTOMER. Claims under the foregoing warranties must
be made by obtaining the prior Return Merchandise
Authorization (RMA) and shipping instructions of
Kiesel Bags and returning the defective goods in
accordance with Kiesel Bags' policies then in effect.
This paragraph constitutes the complete and final
expression of any and all warranty agreements between
Kiesel Bags and the customer notwithstanding any usage
of trade, course of dealing or documents sent to
Kiesel Bags by the customer.
INDEMNITY
If Kiesel Bags
manufactures or modifies any goods in accordance with
the customer's requests, plans or specifications, the
customer will indemnify and hold Kiesel Bags, its
agents, officers and employees, harmless from and
against all liabilities, losses, claims, causes of
action, penalties and expenses, including but not
limited to attorney's fees and court costs, imposed
on, incurred by or asserted against Kiesel Bags, its
agents, officers or employees,, on account of bodily
injury or death or property damage or destruction or
on account of infringement of any patent, design,
copyright, tradename or trademark, existing or
hereafter issued, directly or indirectly arising out
of such requests, plans or specifications or out of
any alleged breach by Kiesel Bags of any implied or
express warranty (except for the limited warranties
specifically set forth in this instrument). The
provisions of this paragraph are expressly made for
the benefit of Kiesel Bags, its agents, officers and
employees and its successors and assigns, and will
continue in full force and effect not withstanding the
termination of this instrument.
WAIVER
The waiver by Kiesel
Bags of any term or condition of this instrument will
not be construed to be a waiver of any other term or
condition hereof, nor will such waiver of a subsequent
breach of the same term or condition, nor will it be
deemed a waiver of any term or condition in any
subsequent instrument. SEVERABILITY In the event any
provision of this instrument is held to be invalid or
unenforceable, the other provisions of this instrument
will be valid and enforceable.
ENTIRE AGREEMENT
This instrument
confirms the sole and entire agreement between Kiesel
Bags and the customer and none of the terms and
conditions contained herein may be added to, deleted,
modified or altered except by a written instrument
signed by Kiesel Bags and the customer. There are no
oral understandings, representations or agreements
relative to the subject matter of this instrument
which are not fully expressed in this instrument.
GOVERNING LAW
The laws of the State
of California will govern the validity, interpretation
and enforcement of this instrument. The sole,
exclusive and proper venue for any proceedings brought
to interpret or enforce this instrument or to obtain a
declaration of the rights of the parties hereunder
will be Los Angeles County, California.
ATTORNEYS FEES
In the event that any
suit in law or equity, arbitration or the formal
proceeding is instituted by any party or interpret any
part of this instrument, or to recover damages for
breach thereof, the prevailing party will be entitled
to recover costs of suit, including but not limited to
reasonable attorney's fees, incurred. If any
collection procedure does not culminate in the
commencement of any suit, arbitration or other formal
proceeding, Kiesel Bags will be entitled to recover
from the customer, all costs, including but not
limited to attorney's fees, incurred by Kiesel Bags in
connection with such collection procedure.