The Kurrent LLC sales order (“Sales Order”) and these terms and conditions of sale (collectively with the Sales Order, the “Terms”) govern all sales of Products (“Products”) by Kurrent LLC (“Seller”) to our customer (“Customer”). These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
A quotation or tender addressed to Customer is valid for ninety (90) days. Customer will confirm that the Sales Order contains full and accurate information regarding ordered Products and delivery instructions are correct.
Customers may return Products that are not custom-made, custom-ordered or custom-finished or that have long ordering lead times (“Custom-Made Products”) within thirty (30) days of purchase subject to restocking fees. Restocking fee will be at Seller’s full discretion with the minimum restocking fee set at 25% of the purchase price. Products must be returned in saleable condition and undamaged and unused in the original box, including all parts and manuals. Products that have been installed may not be returned. Customers will pay for return shipping fees.
Custom-Made Products may not be returned or canceled.
Seller and Customer will arrange a delivery date, time frame and location. Standard delivery is at curbside, and inside delivery may be subject to additional charges. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer.
Unless otherwise agreed, Customer agrees to sign a delivery form as proof of delivery. If for any reason Customer fails to accept delivery, Seller may require Customer to pay a redelivery fee.
Title and risk of loss will pass to Customer upon delivery. Customer may request in writing that delivery be made without signature. In such cases when there is no delivery form signature, title and risk of loss shall still pass to Customer upon delivery. Customer’s sole recourse for late delivery or damages caused during shipment will be against the carrier or manufacturer, as applicable, and in no circumstances against Seller.
Seller may charge reasonable storage and insurance fees if Customer fails to accept delivery or does not pick up Products instore within twelve (12) months from the Sales Order date.
Within forty-eight (48) hours from delivery, Customer must inspect the Products for obvious defects and correct Products and quantities. Seller may request photographs of non-conforming Products.
If Customer timely notifies Seller of any nonconforming Products, Seller will, in its sole discretion, (a) replace such nonconforming Products with conforming Products or (b) credit or refund the purchase price for such non-conforming This is the sole remedy for Customer’s rejection of non-conforming Products.
Pricing will be set forth on the Sales Order.
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind (“Taxes”). Customer will be responsible for all Taxes set forth on the Sales Order.
Customer will pay 50% of amounts payable under the Sales Order upon execution of the Sales Order and 50% upon delivery of the Products referenced in the Sales Order.
In addition to all other remedies available herein or at law (which Seller does not waive by the exercise of any rights hereunder) for breach of payment terms, Seller will be entitled to suspend the delivery of any Products to Customer if Customer fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof. Seller reserves a purchase money security interest in the products sold in the amount of the purchase price. Such interests will be satisfied by payment in full. A copy of these Terms may be filed as a financing statement with appropriate authorities at any time to protect Seller’s security interest, or in the alternative, Customer hereby agrees to execute the appropriate UCC forms upon request to protect the purchase money security interest.
The warranty given by the product manufacturer is Customer’s sole and exclusive warranty. Product manufacturer is solely responsible for redressing breach of warranty claims and Seller disclaims all warranties whatsoever. For details on warranties, Seller will provide warranties for each manufacturer.
Customer is solely responsible for ensuring ordered Products meet the requirements of installation.
IN NO EVENT WILL SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT , OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD UNDER THE APPLICABLE SALES ORDER.
Seller may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this agreement or any agreement with Seller and such failure continues for seven (7) days after Customer’s receipt of written notice of nonpayment or (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller.
Seller will not be responsible for any failure to fulfill its obligations here under due to causes beyond its reasonable control including without limitation, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, disasters, catastrophes such as a pandemic, fires, floods, labor disturbances, riots or wars.
All matters arising out of or relating to this Agreement is governed by and construed in accordance with New York law. Any and all disputes arising under these Terms and the transactions contemplated hereby will be determined by binding arbitration by JAMS in New York, NY with one arbitrator deciding the case.