Terms and Conditions of Sale
These Terms and Conditions constitute a binding contract between the buyer and KB International, LLC and are referred to herein as either "Terms and Conditions" or this "Agreement". The buyer accepts these Terms and Conditions by making a purchase from or placing an order with KB International, LLC or otherwise requesting products or engaging KB International, LLC to perform any technical services. Prices and other Terms and Conditions are subject to change by KB International, LLC at any time without prior notice.
Orders are not binding upon KB International, LLC until accepted by KB International, LLC. The buyer agrees to pay the total purchase price in US dollars for the products plus shipping (to the extent shipping is not prepaid by the buyer), including shipping charges that are billed to KB International, LLC as a result of using the buyer's carrier account number. The buyer agrees to provide a signed purchase order indicating the billing address, shipping address, items requested and quantities requested. Terms of payment are within KB International LLC's sole discretion.
KB International, LLC does not allow product returns from the buyer without prior approval from KB International, LLC. The buyer shall promptly notify KB International, LLC in writing of any alleged defects in the products. Upon receipt of such notice, KB International, LLC shall have the right, but shall be under no obligation, to inspect, analyze and test the products in question. KB International, LLC may, at its option, (1) perform such inspection, analysis and test at the buyer's premises, or (2) request the buyer to send to KB International, LLC or to a person designated by KB International, LLC, at the buyer's expense, such products or an adequate sample thereof for inspection, analysis and test. No products or sample thereof shall be sent to KB International, LLC without the prior written authorization by KB International, LLC. No inspection, analysis or test or any other actions by any third party are authorized or will be paid for by KB International, LLC, without KB International, LLC's prior consent in writing. The buyer's exclusive and sole remedy for breach of these terms and conditions shall be limited to, at KB International, LLC's sole discretion, replacement or correction of any defective product, or refund of the purchase price for such product. IN NO EVENT SHALL KB INTERNATIONAL, LLC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED DURING OR AS A RESULT OF THE TRANSPORTATION OF THE PRODUCTS OR THE HANDLING OF THE PRODUCTS BY THE BUYER OR THE BUYER'S AGENTS OR FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOSS OF INCOME, LOSS OF BUSINESS OPPORTUNITY, AND OTHER RELATED LOSSES OR EXPENSES.
Prices are quoted in US dollars. KB International, LLC may update prices from time to time and without prior notice. Pricing is not provided via the website; the buyer must contact KB International, LLC or an authorized distributor to obtain product and technical service pricing.
In connection with services being performed pursuant to an applicable sales quote, the buyer will pay for technical services in the amounts and in accordance with any payment schedule set forth in the applicable sales quote. If no payment schedule is provided, the buyer will pay for technical services as invoiced by KB International, LLC.
Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by KB International, LLC. KB International, LLC or any of its distributors on behalf of KB International, LLC may issue an invoice to the buyer. KB International, LLC may invoice the buyer separately for partial shipments, and KB International, LLC may invoice the buyer for all of the technical services or any portion thereof. The buyer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. The buyer will pay for, and will indemnify and hold KB International, LLC and its distributors harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any product or service. The buyer agrees to take any and all actions necessary to comply with applicable US export laws and regulations and other applicable foreign laws with respect to the products in this invoice, including making determinations of final destination of products licensed to the buyer if any product may be re-exported or transferred to a location outside of the United States. The buyer agrees that any export or re-export of product shall be done in accordance with the United States Export Administration Regulations. Diversion contrary to U.S. Law is prohibited. The buyer agrees not to export or re-export products to countries subject to applicable embargoes or which have export restrictions based on anti-terrorism considerations or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists.
In the event of a payment default, the buyer will be responsible for all of KB international LLC’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, KB International, LLC reserves the right to suspend technical services and product shipment until payment is received. The buyer hereby grants to KB International, LLC a security interest in the products to secure payment in full. The buyer authorizes KB International, LLC to file a financing statement reflecting such security interest.
Except as otherwise specified on an applicable sales quote, the buyer will reimburse KB International, LLC for all reasonable out-of-pocket expenses incurred by KB International, LLC in connection with the performance of technical services, including, but not limited to, travel and living expenses.
The products are sold and delivered ExWorks (as defined in INCOTERMS2000), KB International LLC's plant or warehouse. Unless otherwise specified in writing by the buyer, all shipments shall be by carrier selected by KB International, LLC. KB International, LLC shall notify the buyer of the carrier selected for the shipment. Risk of damage to or loss of the products shall pass to the buyer upon such delivery ExWorks to such carrier, which shall be deemed to be delivery to the buyer. The buyer shall bear all costs of loading for the shipment.
KB International, LLC shall be excused for any delay in performance, and shall not be responsible for any loss or damage suffered by the buyer caused by acts of God; accident or casualty; war or warlike activities; insurrection or civil commotion; supply, labor, engineering, or transportation difficulties; acts of any government (with or without valid jurisdiction); strikes, blockades, boycotts, lockouts or any other causes beyond KB International, LLC's control, whether or not similar in nature to those specified herein. The provision as regards strikes, blockades, boycotts and lockouts shall apply irrespective of whether KB International, LLC itself is the subject or instigator of such a measure. Performance shall be suspended during the continuance of any such cause and for a reasonable period thereafter. Any such delay does not entitle the buyer to reject the products or withhold payment of any part of the amount of this invoice.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the products, the technical services, the interpretation or application of these Terms and Conditions, termination or validity thereof, the relationships which result from these Terms and Conditions (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or KB International LLC's or any of its distributors' advertising or marketing (collectively, a "Claim") will be resolved exclusively and finally by binding arbitration. Arbitration will be conducted pursuant to the Rules of the American Arbitration Association. The buyer will not have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, the buyer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Chattanooga, Tennessee, USA. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to KB International, LLC arising out of the products or technical services will be exclusively litigated in court rather than through arbitration.
DISCLAIMER OF WARRANTY: Because KB International, LLC can neither anticipate nor control the different conditions under which this information and the products are used, KB International, LLC makes no warranty of performance expressed or implied. KB International LLC’s policy is to continually review historical site data, product formulations and manufacturing to assure technical suitability and cost-effectiveness. The buyer is aware that the products, if not handled with proper care and consideration, can cause DAMAGE TO PROPERTY AND INJURY TO PERSON AND KB INTERNATIONAL, LLC WILL NOT BE RESPONSIBLE FOR ANY SUCH DAMAGE AFTER THE PRODUCTS HAVE BEEN DELIVERED TO THE BUYER. THE WARRANTY SET FORTH HEREIN IS IN LIEU OF AND EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL OTHER WARRANTIES, GUARANTEES,
UNDERTAKINGS, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. Product characteristics are subject to change without notice. Users of KB International, LLC products are responsible for compliance with government regulations and patent laws.
The Synthetic Slurry Systems and products are covered by the following US Patent's, 5,407,909; 5,663,123; 6,248,697; and 6,897,186 and various corresponding International patents. Other U.S. and International patents pending. All users should discuss the product with an appropriate representative of KB International, LLC before utilizing the product. CoreSMART®, SlurrySMART®, HydroCUT®, SlurryShield®, SlurryPro®, HydroCUT®, EnhancIT®, SeaDrill®, SandSeal®, and InstaFreeze® are all registered trademarks of KB International LLC. The buyer acknowledges KB International LLC’s ownership of all right, title and interest in all of KB International LLC’s trade names, trademarks and service marks. The buyer shall not, directly or indirectly, register, apply for registration or attempt to acquire any legal protection for identical or confusingly similar marks or any proprietary rights in its own name or take any other action which may adversely affect KB International LLC’s right, title or interest in or to the marks. The buyer shall not use any of the marks, or any confusingly similar mark, in whole or in part, as part of the buyer’s business or trade name, or as part of an Internet URL used by the buyer, without the express prior written consent of KB International, LLC.