NOTE: ANY ELECTRONIC MATERIAL THAT IS SHIPPED IN STATIC BAGS IS NOT RETURNABLE ONCE THE STATIC SEAL IS BROKEN!
The sale of parts or equipment set forth in a Purchase Order issued to KONE as a result of a KONE quotation is expressly conditioned on these terms and conditions. KONE objects to any additional or different terms in Buyer’s purchase order or other documents and such terms will not be binding upon KONE unless KONE specifically agrees in writing. Buyer’s authorization, whether written or oral, will constitute acceptance by Buyer of these terms and conditions.
PRICES/PAYMENT: Prices quoted are valid for thirty (30) days from the date of the quotation. Shipments will be billed at KONE’s price in effect on the date of acceptance of the Purchase Order and any additional KONE terms. No additional discounts will be applicable to the quoted prices unless specifically referenced in the KONE quotation. If KONE reasonably believes Buyer may not pay for equipment or services, KONE may cancel any outstanding contract or Purchase Order, withhold or revoke any extension of credit, reduce any unpaid debt by enforcing its security interest (which is created by this agreement) in all equipment and proceeds from it, and take any other reasonable steps to secure KONE’s interest. All amounts not paid when due will be subject to a charge of 1.5% per month until paid. Orders delivered with specially engineered and fabricated materials may not be returned for credit.
TAXES AND DUTIES: In addition to the purchase price, Buyer will pay (or reimburse KONE for) all sales, use or other taxes (notwithstanding their designation as excise, gross receipts, privilege or similar taxes) imposed by any governmental body, unless Buyer provides KONE with satisfactory evidence of exemption acceptable to the taxing authorities.
TITLE: KONE will retain title to the parts or equipment, all other property, replacements, substitutions, repairs and additions thereto, until full payment of the purchase price and all other amounts due hereunder has been made. Buyer will indemnify and hold KONE harmless from and against all claims of parties claiming under or through Buyer with respect to such parts or equipment.
FREIGHT: All shipments are Ex-Works point of manufacture unless otherwise specified. No allowance will be made for pickup at factory location. Buyer will pay for all transportation and handling charges from point of manufacture, and Buyer accepts all risk of loss following delivery at point of manufacture.
SOFTWARE LICENSE: License Grant: All software programs which are in human readable source form or machine readable object form and which include, but are not limited to, programs having a series of instructions, statements and data, and related materials provided by KONE remain the property of KONE or the property of KONE suppliers and are subject to the terms set forth in this License, in which Buyer is provided solely with a personal and nonexclusive license to use such programs solely for your internal business purposes in the country in which the software was furnished and for execution on the equipment for which it was provided.
Copyright and Title: No title to the intellectual property in the software programs or material is transferred to Buyer under this license. All software and its copyrights are owned by KONE and/or its suppliers. The software is protected by applicable copyright laws and international treaty provisions. Therefore, Buyer must treat the software like any other copyrighted material (e.g. a book or musical recording) except that it may make one copy for backup purposes.
Buyer must include the copyright notice on the backup copy. Buyer may not copy the written materials or firmware.
Restricted Use: Buyer will not export or re-export the programs or material without the appropriate government licenses. Buyer agrees not to reverse engineer, decompile, or disassemble the software. Buyer may not rent or lease the software to any third parties, but may transfer the software and written materials on a permanent basis provided Buyer retains no copies and the recipient agrees to the terms of this software license.
WARRANTY: KONE warrants the materials and workmanship of the parts or equipment for one (1) year after acceptance. Buyer’s remedy is limited to repair or replacement of a defective part, in KONE’s sole discretion. The warranty is limited to the replacement or repair of the part itself, and excludes labor. In no event shall KONE be responsible for damage due to normal wear and tear, vandalism, abuse, misuse, neglect, work or repairs or modifications by others, or any other cause beyond the control of KONE. KONE disclaims any other warranty of any kind, either expressed or implied, including without limitation the implied warranties of merchantability or fitness for a particular purpose, or noninfringement.
WORK AND SERVICES NOT INCLUDED: The quotation and Purchase Order is exclusive of all preparatory work, civil works, and all materials and services other than those clearly specified. Wiring and conduit within the escalator or elevator installation or outside thereof are not included. Specific noise ratings cannot be guaranteed, due to the different building characteristics and ambient noise levels.
DELIVERY: Delivery and shipment dates indicated on any of KONE’s documents are estimated but not guaranteed and KONE will not be liable for any delay in delivery. Where shipment is deferred at Buyer’s request, the order will be subject to invoicing, payment, and storage charges from date of completion. KONE will not be liable for failure to deliver the goods specified due to contingencies beyond its control, including strikes, lockouts and differences with workmen, when these events affect either KONE or its suppliers of material, or individuals or corporations upon whom KONE is dependent for transportation of supplies and delivery of its manufactured goods, and also including war, insurrection, embargoes, fire, flood.
GOVERNING LAW: This Agreement will be subject to the substantive laws of Illinois. The provisions of the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
CODE COMPLIANCE: Responsibility for compliance of the final, completed installation (within which KONE parts or components may be installed) with applicable national or local Code requirements is the sole responsibility of the Buyer. KONE parts and components are designed and manufactured in full compliance with all applicable Code requirements and regulations.
CONFIDENTIALITY: Buyer will treat as confidential all technical information and drawings supplied by KONE both prior to and after execution of this Agreement and delivery of the parts or equipment.
EXPORT: If Buyer intends to export (or re-export), directly or indirectly, all or any part of the products or related technical information KONE supplies to Buyer, it is Buyer’s responsibility to assure compliance with applicable export control regulations and, if appropriate, to secure any required export licenses in Buyer’s name.
NON-ASSIGNMENT: Buyer may not assign all or any part of this Agreement without our prior written consent.
INDEMNIFICATION: The Buyer agrees to indemnify, defend and hold harmless KONE from any loss, damage or claim for damages or injuries, including death, related in any way to the equipment being supplied. KONE shall not be responsible for liquidated damages or any indirect, incidental, or consequential damages.
ENTIRE AGREEMENT: This Agreement and will constitute the entire agreement between KONE and Buyer regardless of any inconsistent or additional terms and conditions in Buyer’s purchase orders or other documents submitted to KONE whether or not executed or otherwise accepted by KONE. Unless specifically stated in this agreement, all other agreements, proposals and understandings with respect to the subject matter of this agreement are merged into this agreement, and there are no promises, terms, conditions or obligations other than those contained in this agreement. Any and all representations, promises, warranties or statements by KONE’s agents that differ in any way from the terms and conditions of this agreement will be of no force or effect. This agreement may be amended only by a written instrument executed by all parties.