TERMS AND CONDITIONS
- NO MODIFICATIONS: The purchase of goods or services hereunder is expressly conditioned upon Buyer’s assent to the terms and conditions contained or referred to herein. No terms or conditions which alter or modify in any way any provision, hereof shall be binding unless expressly agreed to in a written instrument signed by Seller’s authorized representative. Seller objects to any different or additional terms and hereby rejects any and all such terms, whether contained in previous or subsequent proposals or communications from Buyer. Any receipt by Buyer of goods or provisions of services purchased hereunder constitutes acceptance of these terms and conditions.
- PRICE AND TAXES: Firm prices specified herein which are accepted by Buyer shall not be subject to change without the written approval of Seller. Unless expressly stated otherwise, prices do not include any present or future federal, state or local taxes based upon or measured by the sale, use, manufacture or shipment of the materials or products covered hereby or other materials transferred to Buyer’s products. All such taxes shall be for Buyer’s account, and, if paid by Seller, Buyer agrees to reimburse Seller on demand for the full amount thereof.
- SHIPPING, PACKAGING AND DELIVERY: Seller shall deliver the equipment, materials or work ordered by Buyer (therein “Goods”), in accordance with the delivery schedule and destination stated on the face of this Order. Unless otherwise agreed to in writing, freight charges on all shipments and spotting, switching, demurrage or drayage are to be paid by Buyer. Any increase in the amount of freight that is shown on the face of this Order as being included is for Buyer’s account. If a specific delivering carrier is required by Buyer, Buyer must designate such carrier in writing to Seller prior to shipment. Seller reserves the right to make partial shipments. Prices include standard packaging furnished by Buyer, and all such extra packaging must be requested in writing by Buyer and the costs for said packaging, labor, and materials shall be added to the quoted price and paid by Buyer.
- DELAYS: Seller will use reasonable diligence to comply with Buyer’s requested shipping and delivery dates and to obtain similar commitments, if applicable, from any subcontractors and suppliers of Seller. However, under no circumstances shall Seller be liable for any failure or delay in manufacture, shipment or delivery of products or services resulting from any cause beyond Seller’s reasonable control, including, but not limited to, provisions of law or governmental rules, orders or regulations, epidemic, accident, explosion, fire, windstorm, flood or other casualty, acts of God, strike, lockout or other labor difficulty, riot, war (whether declared or not), terrorism, bioterrorism, insurrection, shortage or inability to secure labor, raw materials, production or transportation, or technical failure where Seller has exercised ordinary care in the prevention thereof. If any such contingency occurs, Seller may allocate goods and services among its customers as Seller, in its sole discretion, shall determine. In the event of delay, the date of delivery or performance shall be extended for a length of time consistent with the cause of delay. Shipping dates are approximate and are based on factory conditions at the time of quotation.
- ACCEPTANCE: Buyer agrees to accept delivery of any part or all of the Goods on the mutually agreed upon delivery date. Failure of Buyer to furnish Seller with shipping instructions shall in no way alter the terms of payment of Seller’s invoice for any of the products offered for delivery. Any deferred delivery request shall by subject to Seller’s written approval. On any approved deferred delivery, Seller shall have the right to render invoice for the completed portion of the order and to warehouse all completed products at Buyer’s expense and risk of loss. Furthermore, with regard to any uncompleted portion of the order, Seller reserves the right, at its option, to either make a cancellation charge on the same conditions and terms of payment as outlined in the Section hereof labeled “CANCELLATION OR CHANGE” or to revise its prices and delivery schedules on the uncompleted portion to reflect its increased costs, delays and expenses.
- CANCELLATION OR CHANGE: No Order is subject to cancellation or to change unless agreed to in writing by an authorized officer of Seller. In the event of any cancellation, and without limitation to other remedies available to Seller, Buyer shall pay Seller within thirty (30) days of such cancellation the contract price, including applicable taxes, for all articles, materials and services which have been completed prior to cancellation plus all costs and other expenses incurred by Seller for uncompleted items (including, without limitation, all commitments to Seller’s suppliers, subcontractors and others) and a cancellation charge in an amount equal to twenty-five percent (25%) upon the total of the foregoing. In the event of any agreed upon change, Seller shall be entitled to revise its prices and delivery schedules to reflect such change.
- PASSAGE OF TITLE AND RISK OF LOSS: Seller assumes no liability for loss or damage to products while in transit to or from Buyer. Title to the merchandise remains vested in Seller until Seller is paid in full.
- SECURITY INTEREST: Purchaser grants Seller a security interest in the merchandise until paid in full, and authorizes the filing of a financing statement. Buyer will not assign the goods and fixtures that are part of this Order to any lender as collateral, and any such assignment is agreed to by Buyer as void. As consideration for Seller providing the goods and fixtures hereunder, and/or undertaking the work, and/or for Seller’s extension of credit to Buyer under this Order and/or other agreements with Buyer (if applicable), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Buyer, Buyer agrees that Seller shall have a general lien against Buyer’s material and merchandise in Buyer’s possession for all monies owing by Buyer to Seller, whether or not due or payable, and whether or not such monies are owing to Seller for work, labor or services rendered or equipment used in connection with such material or merchandise, and whether or not such materials are in Seller’s possession under this Order or any other agreement with Buyer. Nothing contained in the foregoing shall preclude Seller's right to proceed by appropriate court action or actions, either at law or in equity, to enforce performance by Buyer of the applicable covenants and terms of this Order. Buyer grants to Seller a lien-able interest in the real property on which any fixtures are installed.
- PAYMENT AND INVOICING: Prices are F.O.B. Seller’s facilities except as otherwise noted on the face of this Order. Should financial responsibility of Buyer at any time become unsatisfactory to Seller, Seller shall have the right to suspend performance of any order or require payment in advance for any shipment to be made or services to be performed hereunder, or require satisfactory security or other adequate assurances satisfactory to Seller. If Buyer fails to may payment in accordance with the terms of this Order or fails to comply with any provision hereof, Seller may, at its option, in addition to any other remedies, cancel any unshipped portion or uncompleted services of this Order, and Buyer shall remain liable for all unpaid accounts. In the event Buyer fails to make payment in accordance with the terms of this Order the account shall be deemed to be delinquent and subject to a late charge computed on the net amount PAST DUE plus a service charge of one and one-half percent (1 and 1/2 %) per month or eighteen percent (18%) per annum, charged weekly. Where any such charge exceeds the maximum allowable by law, the charge shall be the maximum allowed. Buyer agrees to pay all collection costs and expenses, including reasonable attorneys’ fees, incurred by Seller in collecting or attempting to collect Buyer’s account.
- WARRANTY: The only warranties provided for the goods and fixtures sold as a result of this or any other transaction are those that may be provided by the manufacturer, if any. Seller expressly disclaims any and all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. This includes without limitation ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. SELLER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING OR RESULTING FROM THE BREACH OF ANY OF THE TERMS HEREOF OR FROM THE SALE, HANDLING, USE OR INSTALLATION OF THE PRODUCTS SOLD OR WORK PERFORMED HEREUNDER. ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, SELLER’S WARRANTIES SHALL NOT APPLY TO ANY PRODUCT SOLD HEREUNDER IF CUSTOMER ALTERS SUCH PRODUCT OR REPLACES ANY PART OR PARTS OF SUCH PRODUCT WITH ANY PART OR PARTS NOT MANUFACTURED, SOLD OR OFFERED FOR SALE BY SELLER. THE REMEDY OF BUYER CONTAINED HEREIN SHALL BE EXCLUSIVE OF ANY OTHER REMEDY OTHERWISE AVAILABLE TO BUYER. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, MADE BY ANY SALES REPRESENTATIVE OR OTHER AGENT OR REPRESENTATIVE OF SELLER WHICH IS NOT SPECIFICALLY SET FORTH HEREIN SHALL NOT BE BINDING UPON SELLER.
- CLAIMS: In the event equipment, materials or work to be furnished hereunder is claimed to be defective, Seller shall be given ample opportunity for inspection. Any claim must be made either: (a) within ten (10) days after Buyer’s receipt of the products shipped hereunder (accompanied by a bill of lading to support any claim), or (b) within ten (10) days after any work performed by Seller is complete. Buyer shall set aside, protect and hold such products without further processing until Seller has an opportunity to inspect and advise of the disposition, if any, to be made with the products.
- RETURNS: No equipment or product may be returned for credit and no order may be cancelled or changed in whole or part without the prior written consent of Seller. No equipment or product will be returnable for replacement, repair or refund after one (1) year from the date of shipment.
- ASSIGNMENTS AND SUBCONTRACTORS: Buyer shall not assign this Order or any rights hereunder without the prior written consent of Seller, and any attempted assignment without Seller’s written approval shall be voidable at the instance of Seller.
- WAIVER: Waiver of any term or provision of this agreement or any breach of this agreement shall not be construed as a waiver of any other term or provision or of any other breach, nor shall any such waiver be deemed or construed as a continuing waiver of any such term, provision or breach. Any provision of this agreement prohibited by applicable law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof. The failure of Seller to require strict performance of any provision shall not diminish Seller’s right thereafter to require strict performance of any provision.
- GOVERNING LAW/JURISDICTION, REMEDIES: Purchaser agrees to pay any attorney's fees and costs incurred by Seller to secure payment or enforce Seller’s obligations. Purchaser is responsible for custom equipment orders, restock fees and return freight when applicable. Neither Seller or Purchaser will be liable for consequential damages in any form arising out of or relating to the obligations of either party, including damages for food spoilage, work shutdown, loss of profits, personal injury or property damages, all of which are expressly waived. The validity, performance and construction of this Order shall be governed by the laws of the State of Alabama. Buyer irrevocably submits to the exclusive jurisdiction of the Circuit Court of Mobile, Alabama as the exclusive jurisdiction for resolution of any and all disputes that may arise under, out of, or otherwise concerning this agreement or the products and services provided hereunder. Buyer hereby irrevocably waives any objection to venue as set forth herein and any defense of inconvenient forum for the maintenance of such dispute. At Seller’s sole discretion, it may also institute litigation to obtain equitable relief or money damages in the jurisdiction in which the good and fixtures are located.
- ORDER OF PRECEDENCE: In case of any conflict between these Terms and Conditions and the other more specific provisions of this Order, such other provisions shall control.
- ENTIRE AGREEMENT: This Order and any supplemental sheets annexed by Buyer contain the entire agreement between the parties and supersedes any previous communications, representations or agreements, whether oral or written with respect to the subject matter of this Order. This agreement can only be modified by a written instrument executed by both parties.
STANDARD KITCHEN RESTAURANT SUPPLY EXCLUSIONS
(Unless Otherwise Noted or Shown on the Approved Document):
- Sales Tax
- Incoming freight charges from factory
- Removal/relocation of existing equipment to allow setting in place of new equipment
- Hanging of any/all wall shelves
- Utility connection or disconnections, parts or labor, including electrical, gas, plumbing, HVAC, etc.
- Erecting of walk-in cooler(s), freezer(s), beer cooler(s)
- Walk-in utility connections including electrical service to condensing unit, evaporator coil, lights, door heater, pressure relief vent, drain line heater, etc. Also not including installation of drain line condensate pan at evaporator coil
- Refrigeration work, parts or labor, including running of lines, refrigerant, etc.
- Modifications to building to allow entry of equipment
- Electrical cord or plug unless factory supplied
- Sheet Metal Work including S/S backsplash installation, mounting, etc.
- Masonry/Tile work & penetrations
- Hanging of hood
- Duct work for hood(s) system
- Roof penetrations
- Roof mounted curb installation
- Lifting or hoisting of equipment for building entry
- Fire Suppression System, Components, and Installation of Fire System (Verify in Hood Package)
- Enclosure panels from top of walk-in to ceiling
- Permits or Licenses that may be required by State or local municipalities
- Clear access to the jobsite & building for delivery
- Work area is clean and free of debris and trash
- All rough-ins are complete & ready for final connection at the time of installation. (Final connections, electrical and mechanical hook-ups by other)
- Floors, walls, and ceilings are finished, clean, and ready for equipment delivery
- Equipment will be set-in -place one time for final connections by trades. Any labor to move equipment or reset equipment is the responsibility of the general contractor or owner.
- All critical field measurements are available to be measured by MOBILE or measurements are forwarded to MOBILE by the general contractor 7 weeks prior to schedule first day of installation.
- Dumpster access and fees are the responsibility of the General Contractor or Owner
- Light bulbs will be furnished by either General Contractor or Owner to include any additional light fixtures supplied by Mobile Fixture.
- Walk-in cooler slab must be level and smooth for successful installation of walk-in cooler and/or freezer.
STANDARD KITCHEN RESTAURANT SUPPLY PAYMENT TERMS
50% down payment due prior to ordering, 40% due when merchandise is received at Kitchen Restaurant Supply warehouse (Or other bonded warehouse), balance due at time of delivery completion or prior to outbound common carrier shipment, with completed credit package and approved credit.
All payment terms subject to credit approval.
Please contact a Kitchen Restaurant Supply representative for more information regarding the Payment Terms listed above.
***Major credit cards accepted: Visa, MasterCard, American Express, and Discover. Please note, a 3% transaction fee will be applied to all charges of $3,000 or more***
Kitchen Restaurant Supply., Inc, has the right to charge one & one-half percent (1- 1/2%) per month service charge to any account balances that exceed the approved credit terms time frame. Balances paid within the approved time frame will not incur any service charges.
NO LTL OR MOTOR CARRIER SHIPMENTS WILL BE SHIPPED TO RESIDENTIAL ADDRESSES; THESE SHIPMENTS WILL HAVE TO BE SHIPPED TO A COMMERCIAL ADDRESS OR PICKED UP AT THE FREIGHT TERMINAL BY THE CUSTOMER.