§ 1 General
A. The standard terms and conditions set out below shall form part of every agreement
concluded with us and every sale by us.
B. The latest version of these Standard Terms and Conditions of Sale, available on our website,
shall apply to all contemporaneous and subsequent transactions without any need for express reference thereto or agreement thereon.
C. We hereby object to any terms or conditions modifying, adding to, or inconsistent with, these
Standard Terms and Conditions of sale in any Buyer purchase order or other Buyer writing unless specifically agreed to by us in writing.
D. The Buyer may not assign any claims arising from transactions with us without our prior written
§ 2 Shipping Terms and Passing of Risk
We ship our products
A. "F.O.B. Stevensville", which shall mean
(1) We place the goods in the possession of a carrier at our dock.
(2) Title and risk of loss passes to the Buyer upon delivery to carrier.
We may at our discretion ship according to other shipping terms. These terms may be the following or any other terms, if confirmed to Buyer in writing:
B. "Will Call" or "Customer Pick Up", which shall mean
(1) Buyer will pick up the goods at our Stevensville, Michigan warehouse.
(2) Title and risk of loss pass when customer or his agent takes possession.
C. "F.O.B. Destination", which shall mean
(1) We place the goods in the possession of a carrier at our dock and contract for their
(2) We bear the risk of shipment. Title and risk of loss passes to Buyer upon delivery at
D. "F.O.B. Germany", which shall mean
(1) The goods are shipped directly from a manufacturing plant in Germany and placed in the possession of a carrier at their dock.
(2) We will insure the products by standard transportation insurance. Title and risk of loss for any
reason not covered by transportation insurance passes to Buyer upon delivery to carrier.
(3) We are the importer of record, are responsible for and shall bear import duties and cost of
customs clearance into the destination country.
§ 3 Freight Terms
We ship our products
A. "Freight Prepaid and Add", which shall mean
(1) We contract a carrier of our choice.
(2) We pay the carrier for freight charges and add shipping and handling charges to our invoice.
(3) Buyer bears cost of handling and freight charges.
We may at our discretion ship according to other freight terms. These terms may be the following or any other terms, if confirmed to Buyer in writing:
B. "Freight Collect", which shall mean
(1) We contract a carrier of our or of Buyer's choice.
(2) Buyer pays the carrier for freight charges directly.
(3) Buyer bears cost of freight charges.
C. "Freight Paid", which shall mean
(1) We contract a carrier of our choice.
(2) We pay the carrier.
(3) We bear the cost of freight charges.
§ 4 Offers; Orders; Documentation
A. Our quotations shall not be binding; in particular with reference to quantities and delivery time, until an order is placed and confirmed.
B. Orders placed by the Buyer shall not be deemed accepted until confirmed by us in writing. All phone orders must be confirmed in writing. If we fail to confirm an agreement in writing, then our invoice shall be regarded as confirmation.
C. Supporting documentation, including illustrations, drawings and information on weights
and dimensions, are only approximate unless expressly declared otherwise. We retain
ownership of and the copyright for cost estimates, drawings, CAD/CAM designs, and other documents; they must not be used for any purpose other than purchasing products from us without our explicit consent in writing.
D. Descriptions of our products must be considered only as information on the nature of these
Products and do not constitute a warranty of the quality of the products.
E. Technical modifications of our products may be implemented at any time and without prior notification.
§ 5 Prices; Default of Payment
A. Our prices exclude all taxes.
B. Discounts, if any, require our written agreement.
C. Any prices quoted shall be valid for 30 days, unless explicitly stated otherwise in writing.
D. We reserve the right to change established prices with 30 days notice.
E. Any amounts not paid when due shall bear interest at the rate of 1.5% per month or the
highest lawful rate, whichever is the greater, until paid.
§ 6 Quantity; Quality
For any custom production run, we shall have the right to supply 10% more or less than the ordered quantity and amount.
§ 7 Shipment; Delivery
A. We shall have the right to reasonable delivery in installments or to aggregate orders into a single shipment.
B. Our delivery obligation shall at all times be subject to timely and orderly receipt of the goods or parts from our own suppliers.
C. Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be an estimate only.
D. We shall not be in default of our obligations if our performance is delayed or prevented by commercial impractibility, acts of God, or events beyond our reasonable control.
§ 8 Duty to Inspect and Object
A. Upon delivery at the agreed destination, or in the event of pick up, upon taking possession the Buyer shall immediately check number of packages and weight, inspect packaging and content for any damages, and record any damage or objections thereto with the carrier and notify us in writing immediately.
No objections with regard or due to weight, number of packages or damaged packaging of the goods shall be effective unless notice is given to the carrier and to us immediately upon delivery.
B. Within 24 hours of receipt, the Buyer shall check quantities and conduct a quality check representatively on a spot check basis.
C. In case of a claimed defect, the Buyer shall comply with the following procedures and
(1) Buyer shall notify us in writing by no later than the end of the working day on which the goods were delivered to the agreed destination or on which possession of the goods has been taken or within 24 hours in accordance with subsection B. above. In the event of an objection to a hidden defect, which despite a first inspection in accordance with subsection A. above, has remained undiscovered, the objection must be raised by the end of the working day on which the defect has been discovered but in any event by no later than two weeks after delivery or possession of the goods.
(2) The detailed notice shall be delivered to us within the indicated deadlines in writing, by fax or electronic mail. Any notice by telephone conversation shall be sufficient, if confirmed in writing within 24 hours. The notice must clearly specify the kind and extent of the alleged defect.
(3) The Buyer agrees to return the claimed defective goods to us, or at our request make them otherwise available for inspection at a place reasonably designated by us; such inspection may be done by us, our suppliers, or a third party we may designate.
D. Buyer shall have no right to object or claim a defect, if Buyer has mixed, installed, otherwise used or resold the goods.
E. Unless objections have been raised in accordance with the procedures and deadlines set out above, all goods shall be regarded as approved and accepted.
§ 9 Return Policy
No product shall be returned to us without our prior authorization. A Return Merchandise Authorization number or form must be obtained from us prior to a return.
§ 10 Terms and Period of Warranty
A. Except as set forth below, we warrant to the Buyer only that all goods manufactured by us shall be free from manufacturing defects in materials and workmanship for a period of TWO YEARS from the date of delivery to the Buyer. Our warranty applies only if
(1) the goods have been installed, maintained, and used in conformity with our instructions;
(2) the goods are subjected to normal use for the purpose designed; and
(3) the goods have not been altered or repaired other than by us or our agents or subjected to misuse or accident. The foregoing warranty is non-assignable. There are no other express warranties.
WE DISCLAIM ALL IMPLIED WARRANTIES (OTHER THAN GOOD TITLE) INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO GOODS MANUFACTURED BY US WHEN USED IN AVIATION OR AEROSPACE APPLICATIONS UNLESS SPECIFICALLY AUTHORIZED BY US IN A SEPARATE WRITING.
B. For warranty services, end users should contact the distributor they have purchased the goods from for return instructions. Kipp distributors must obtain Return Merchandise Authorization according to § 9 directly from us and return the goods to us.
C. Upon verification of the defect, defective or non-conforming goods, with respect to which we
have received timely notice in accordance with the procedures set forth above, shall be replaced or repaired by us or our agents without additional charge. If we elect, we may also keep the nonconforming goods and refund the purchase price. Buyer shall not be entitled to any other rights or remedies. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES and Buyer waives any causes of action or theories of liability except as specifically provided in the Uniform Commercial Code as modified and limited herein.
§ 11 Security Interest
Buyer hereby grants to us a security interest in all goods purchased and the documents related thereto and the proceeds and products therefrom to secure all obligations of Buyer to us including, without limitation, payment and authorizes us to file any financing statements and amendments thereto to perfect such interests.
§ 12 Jurisdiction; Applicable Law
The United Nations Convention on the International Sale of Goods shall not apply. Buyer irrevocably consents to the jurisdiction of, and venue in, the Circuit Court for Berrien County. Michigan and the application of the internal laws of the State of Michigan without regards to conflicts of laws principles. BUYER WAIVES ANY RIGHT TO A TRIAL BY JURY. In any dispute, the successful party shall be entitled to recover its legal fees and costs.